8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 28, 2023

VROOM, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39315	90-1112566
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3600 W Sam Houston Pkwy S, Floor 4
Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

(518) 535-9125

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	VRM	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 28, 2023, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On March 1, 2023, members of the Company’s management will hold an earnings conference call to discuss the Company’s financial results for the quarter and year ended December 31, 2022, and the presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K will accompany management’s comments.

The information contained in Item 2.02, including Exhibit 99.1 hereto and in Item 7.01, including Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits relating to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:

Exhibit No.	Description
99.1	Press Release dated February 28, 2023.
99.2	Earnings Conference Call Presentation for the Quarter and Year Ended December 31, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VROOM, INC.
Date: February 28, 2023	By:	/s/ Robert R. Krakowiak
		Robert R. Krakowiak
		Chief Financial Officer

EX-99

 

Exhibit 99.1

Vroom Announces Fourth Quarter and Full Year 2022 Results

Significant Sequential Cost Reductions and Continued Progress on Long-Term Roadmap

NEW YORK – February 28, 2023 – Vroom, Inc. (Nasdaq:VRM),a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the fourth quarter and fiscal year ended December 31, 2022.

HIGHLIGHTS OF FOURTH QUARTER 2022 VERSUS THIRD QUARTER 2022

•Ecommerce gross profit per unit of $1,233 as compared to $4,206

•SG&A expenses of $90.8 million as compared to $134.6 million

•Net income of $24.8 million as compared to net loss of $(51.1) million

•Adjusted EBITDA of $(70.9) million as compared to $(73.3) million

•Adjusted EBITDA excluding securitization gain and non-recurring costs of $(70.5) million as compared to $(73.5) million

HIGHLIGHTS OF FISCAL YEAR 2022(1) VERSUS FISCAL YEAR 2021

•Ecommerce gross profit per unit of $2,545 compared to $2,206

•SG&A expenses of $566.4 million compared to $547.8 million

•Net loss of $(451.9) million compared to $(370.9) million

•Adjusted EBITDA of $(337.2) million compared to $(340.2) million

•Adjusted EBITDA excluding securitization gain and non-recurring costs of $(357.4) million compared to $(340.2) million

(1) Fiscal year 2022 includes UACC's results of operations starting on February 1, 2022.

Tom Shortt, Chief Executive Officer of Vroom, said, “In the fourth quarter we continued to make progress on our three key objectives and four strategic initiatives. We significantly reduced operating expenses quarter over quarter and continued to improve our operations and customer experience. We improved our titling process enabling us to end the year with 87% of units available for sale or pending sale versus 52% at the end of Q3, however it also increased the age of our inventory available for sale and inventory sold.

Gross profit per unit declined from $4,206 in Q3 to $1,233 in Q4 primarily due to three items. The decline quarter over quarter was impacted primarily by three items. First, the percentage of sales from aged units increased 5X from Q3 to Q4; 36% of our units sold during the 4th quarter were aged units we’ve held >270 days. Second, increased industry wide market depreciation. Third, higher inventory reserves primarily driven by recent electric unit OEM price decreases.

During 2022 we strategically slowed down the business while we improved our customer experience and processes across titling and registration, pricing, marketing, reconditioning and logistics, and began to insource our sales function from our primary third-party resource. During 2023, we expect to resume growth, sell through aged vehicles, improve variable cost per unit and reduce fixed costs.”

Bob Krakowiak, Vroom’s Chief Financial Officer, commented, “During the fourth quarter we further maximized liquidity and strengthened our balance sheet by repurchasing $198 million of our convertible notes and unlocking $70 million of cash-in-inventory and restricted cash. Combined with earlier note repurchases, we repurchased $254 million of our convertible notes throughout 2022. During 2023, we will continue to pursue opportunities to enhance our liquidity.”

FOURTH QUARTER 2022 FINANCIAL DISCUSSION

All financial comparisons for the fourth quarter are on a year-over-year basis unless otherwise noted.

Ecommerce Results

	Three Months Ended December 31,												Year Ended December 31,
	2022			2021			Change			% Change			2022		2021			Change			% Change
	(in thousands, except unit data and average days to sale)												(in thousands, except unit data and average days to sale)
Ecommerce units sold		4,144			21,243			(17,099	)		(80.5	)%		39,278		74,698			(35,420	)		(47.4	)%
Ecommerce revenue:
Vehicle revenue	$	131,069		$	715,874	$		(584,805	)		(81.7	)%	$	1,304,797	$	2,360,368	$		(1,055,571	)		(44.7	)%
Product revenue		10,689			22,846			(12,157	)		(53.2	)%		59,398		82,001			(22,603	)		(27.6	)%
Total ecommerce revenue	$	141,758		$	738,720	$		(596,962	)		(80.8	)%	$	1,364,195	$	2,442,369	$		(1,078,174	)		(44.1	)%
Ecommerce gross profit:
Vehicle gross profit	$	(5,579	)	$	10,042	$		(15,621	)		(155.6	)%	$	40,575	$	82,745	$		(42,170	)		(51.0	)%
Product gross profit		10,689			22,846			(12,157	)		(53.2	)%		59,398		82,001			(22,603	)		(27.6	)%
Total ecommerce gross profit	$	5,110		$	32,888	$		(27,778	)		(84.5	)%	$	99,973	$	164,746	$		(64,773	)		(39.3	)%
Average vehicle selling price per ecommerce unit	$	31,629		$	33,699	$		(2,070	)		(6.1	)%	$	33,220	$	31,599	$		1,621			5.1	%
Gross profit per ecommerce unit:
Vehicle gross profit per ecommerce unit	$	(1,346	)	$	473	$		(1,819	)		(384.6	)%	$	1,033	$	1,108	$		(75	)		(6.8	)%
Product gross profit per ecommerce unit		2,579			1,075			1,504			139.9	%		1,512		1,098			414			37.7	%
Total gross profit per ecommerce unit	$	1,233		$	1,548	$		(315	)		(20.3	)%	$	2,545	$	2,206	$		339			15.4	%
Ecommerce average days to sale		244			76			168			221.1	%		131		74			57			77.2	%

2

Results by Segment

	Three Months Ended December 31,											Year Ended December 31,
	2022			2021(1)		Change			% Change			2022			2021(1)		Change			% Change
	(in thousands, except unit data)											(in thousands, except unit data)
Units:
Ecommerce		4,144			21,243		(17,099	)		(80.5	)%		39,278			74,698		(35,420	)		(47.4	)%
Wholesale		1,768			8,742		(6,974	)		(79.8	)%		20,876			37,163		(16,287	)		(43.8	)%
All Other (2)		350			2,105		(1,755	)		(83.4	)%		3,758			7,212		(3,454	)		(47.9	)%
Total units		6,262			32,090		(25,828	)		(80.5	)%		63,912			119,073		(55,161	)		(46.3	)%
Revenue:
Ecommerce	$	141,758		$	738,720	$	(596,962	)		(80.8	)%	$	1,364,195		$	2,442,369	$	(1,078,174	)		(44.1	)%
Wholesale		23,039			121,543		(98,504	)		(81.0	)%		293,528			498,981		(205,453	)		(41.2	)%
Retail Financing (3)		32,537			—		32,537			100.0	%		152,542			—		152,542			100.0	%
All Other (4)		12,015			74,228		(62,213	)		(83.8	)%		138,636			242,905		(104,269	)		(42.9	)%
Total revenue	$	209,349		$	934,491	$	(725,142	)		(77.6	)%	$	1,948,901		$	3,184,255	$	(1,235,354	)		(38.8	)%
Gross profit (loss):
Ecommerce	$	5,110		$	32,888	$	(27,778	)		(84.5	)%	$	99,973		$	164,746	$	(64,773	)		(39.3	)%
Wholesale		(4,359	)		7,783		(12,142	)		(156.0	)%		(10,620	)		18,120		(28,740	)		(158.6	)%
Retail Financing (3)		28,744			—		28,744			100.0	%		138,381			—		138,381			100.0	%
All Other (4)		(36	)		4,035		(4,071	)		(100.9	)%		17,053			19,233		(2,180	)		(11.3	)%
Total gross profit	$	29,459		$	44,706	$	(15,247	)		(34.1	)%	$	244,787		$	202,099	$	42,688			21.1	%
Gross profit (loss) per unit (5):
Ecommerce	$	1,233		$	1,548	$	(315	)		(20.3	)%	$	2,545		$	2,206	$	339			15.4	%
Wholesale	$	(2,465	)	$	890	$	(3,355	)		(377.0	)%	$	(509	)	$	488	$	(997	)		(204.3	)%

(1)In the second quarter of 2022, we reevaluated our reporting segments based on relative revenue and gross profit and significance in our long term strategy. As a result of that analysis, we determined to no longer report TDA as a separate operating segment. As of June 30, 2022, we are organized into three reportable segments: Ecommerce, Wholesale, and Retail Financing. We reclassified TDA revenue and TDA gross profit from the TDA reportable segment to the “All Other” category to conform to current year presentation.

(2)All Other units consist of retail sales of used vehicles from TDA.

(3)The Retail Financing segment represents UACC’s operations with its network of third-party dealership customers as of the closing of the UACC acquisition in February 2022.

(4)All Other revenues and gross profit consist of retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales and the CarStory business.

(5)Gross profit per unit metrics exclude the Retail Financing gross profit and All Other gross profit.

3

SG&A

	Three Months Ended December 31,													Year Ended December 31,
		2022				2021		Change			% Change				2022			2021		Change			% Change
	(in thousands)													(in thousands)
Compensation & benefits	$		52,043		$		59,332	$	(7,289	)		(12.3	)%	$		251,153	$		204,913	$	46,240			22.6	%
Marketing expense			9,852				37,214		(27,362	)		(73.5	)%			79,670			125,481		(45,811	)		(36.5	)%
Outbound logistics			(902	)			27,800		(28,702	)		(103.2	)%			39,023			85,788		(46,765	)		(54.5	)%
Occupancy and related costs			5,955				4,849		1,106			22.8	%			23,363			17,448		5,915			33.9	%
Professional fees			6,870				8,435		(1,565	)		(18.6	)%			33,455			24,386		9,069			37.2	%
Software and IT costs			11,164				8,383		2,781			33.2	%			44,570			27,749		16,821			60.6	%
Other			5,778				20,328		(14,550	)		(71.6	)%			95,153			62,058		33,095			53.3	%
Total selling, general & administrative expenses	$		90,760		$		166,341	$	(75,581	)		(45.4	)%	$		566,387	$		547,823	$	18,564			3.4	%

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance:

•EBITDA;

•Adjusted EBITDA;

•Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues;

•Adjusted EBITDA excluding securitization gain;

•Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues;

These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with U.S. GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with U.S. GAAP. We have reconciled all non-GAAP financial measures with the most directly comparable U.S. GAAP financial measures.

EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues, Adjusted EBITDA excluding securitization gain, and Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues are supplemental performance measures that our management uses to assess our operating performance and the operating leverage in our business. Because each of these non-GAAP financial measures facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes.

EBITDA

We calculate EBITDA as net loss before interest expense, interest income, income tax expense and depreciation and amortization expense.

4

Adjusted EBITDA

We calculate Adjusted EBITDA as EBITDA adjusted to exclude realignment costs, acquisition related costs, change in fair value of finance receivables, goodwill impairment charge, gain on debt extinguishment, acceleration of non-cash stock-based compensation, and other costs, which primarily relate to the impairment of long-lived assets. Changes in fair value of finance receivables can fluctuate significantly from period to period and relate primarily to historical loans and debt which have been securitized, and acquired on February 1, 2022 from UACC. Our ongoing business model is to originate or purchase finance receivables with the intent to sell which we recognize at the lower of cost or fair value. Therefore, these historical finance receivables acquired, which are accounted for under the fair value option, will experience fluctuations in value from period to period. We believe it is appropriate to remove this temporary volatility from our Adjusted EBITDA results to better reflect our ongoing business model. Additionally, these historical finance receivables acquired from UACC are expected to run-off within approximately 12 months.

Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues

We calculate Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues as Adjusted EBITDA adjusted to exclude the non-recurring costs incurred to address operational and customer experience issues, including rental cars for our customers and legal settlements with customers and state DMVs. While we expect to continue to incur these costs over the next few quarterly periods, we do not expect these costs to continue to be incurred once our operational issues have been resolved.

Adjusted EBITDA excluding securitization gain

We calculate Adjusted EBITDA excluding securitization gain as Adjusted EBITDA adjusted to exclude the securitization gain from the sale of UACC's finance receivables, and believe that it provides a useful perspective on the underlying operating results and trends and a means to compare our period-over-period results.

Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues

We calculate Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues as Adjusted EBITDA adjusted to exclude the securitization gain from the sale of UACC’s finance receivables and the non-recurring costs incurred to address operational and customer experience issues.

5

The following table presents a reconciliation of the foregoing non-GAAP financial measures to net loss, which is the most directly comparable U.S. GAAP measure:

	Three Months Ended December 31,						Year Ended December 31,
	2022			2021			2022			2021
	(in thousands)						(in thousands)
Net income (loss)	$	24,765		$	(129,792	)	$	(451,910	)	$	(370,911	)
Adjusted to exclude the following:
Interest expense		12,076			7,228			40,693			21,948
Interest income		(6,372	)		(3,053	)		(19,363	)		(10,341	)
Provision (benefit) for income taxes		2,405			375			(19,680	)		754
Depreciation and amortization		10,702			3,718			38,707			13,215
EBITDA	$	43,576		$	(121,524	)	$	(411,553	)	$	(345,335	)
Realignment costs	$	2,253		$	—		$	15,025		$	—
Acquisition related costs		—			1,678			5,653			5,090
Change in fair value of finance receivables		3,917			—			8,372			—
Goodwill impairment charge		—			—			201,703			—
Gain on debt extinguishment		(126,767	)		—			(164,684	)		—
Acceleration of non-cash stock-based compensation		2,439			—			2,439			—
Other		3,679			—			5,806			—
Adjusted EBITDA	$	(70,903	)	$	(119,846	)	$	(337,239	)	$	(340,245	)
Non-recurring costs to address operational and customer experience issues		374			—			25,433			—
Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues	$	(70,529	)	$	(119,846	)	$	(311,806	)	$	(340,245	)
Securitization gain		—			—			(45,589	)		—
Adjusted EBITDA excluding securitization gain	$	(70,903	)	$	(119,846	)	$	(382,828	)	$	(340,245	)
Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues	$	(70,529	)	$	(119,846	)	$	(357,395	)	$	(340,245	)

6

FOURTH QUARTER 2022 AS COMPARED TO THIRD QUARTER 2022

		Three Months Ended December 31,			Three Months Ended September 30,
		2022			2022			Change			% Change
	(in thousands, except unit data)
Total revenues		$	209,349		$	340,797		$	(131,448	)		(38.6	)%
Total gross profit		$	29,459		$	67,331		$	(37,872	)		(56.2	)%
Ecommerce units sold			4,144			6,428			(2,284	)		(35.5	)%
Ecommerce revenue		$	141,758		$	225,441		$	(83,683	)		(37.1	)%
Ecommerce gross profit		$	5,110		$	27,034		$	(21,924	)		(81.1	)%
Vehicle gross (loss) profit per ecommerce unit		$	(1,346	)	$	2,267		$	(3,613	)		(159.4	)%
Product gross profit per ecommerce unit			2,579			1,939			640			33.0	%
Total gross profit per ecommerce unit		$	1,233		$	4,206		$	(2,973	)		(70.7	)%
Wholesale units sold			1,768			3,128			(1,360	)		(43.5	)%
Wholesale revenue		$	23,039		$	47,604		$	(24,565	)		(51.6	)%
Wholesale gross loss		$	(4,359	)	$	(1,574	)	$	(2,785	)		176.9	%
Wholesale gross loss per unit		$	(2,465	)	$	(503	)	$	(1,962	)		(390.1	)%
Retail Financing revenue		$	32,537		$	40,654		$	(8,117	)		(20.0	)%
Retail Financing gross profit		$	28,744		$	35,954		$	(7,210	)		(20.1	)%
Total selling, general, and administrative expenses		$	90,760		$	134,643		$	(43,883	)		(32.6	)%

	Three Months Ended December 31,			Three Months Ended September 30,
	2022			2022			Change			% Change
	(in thousands)
Net income (loss)	$	24,765		$	(51,127	)	$	75,892			148.4	%
Adjusted to exclude the following:
Interest expense		12,076			9,704			2,372			24.4	%
Interest income		(6,372	)		(5,104	)		(1,268	)		24.8	%
Provision for income taxes		2,405			899			1,506			167.5	%
Depreciation and amortization		10,702			9,995			707			7.1	%
EBITDA	$	43,576		$	(35,633	)	$	79,209			222.3	%
Realignment costs	$	2,253		$	3,243		$	(990	)		(30.5	)%
Change in fair value of finance receivables		3,917			(3,012	)		6,929			230.0	%
Gain on debt extinguishment		(126,767	)		(37,917	)		(88,850	)		234.3	%
Acceleration of non-cash stock-based compensation		2,439			—			2,439			100.0	%
Other		3,679			—			3,679			100.0	%
Adjusted EBITDA	$	(70,903	)	$	(73,319	)	$	2,416			3.3	%
Non-recurring costs to address operational and customer experience issues		374			15,785			(15,411	)		(97.6	)%
Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues	$	(70,529	)	$	(57,534	)	$	(12,995	)		(22.6	)%
Securitization gain		—			(15,972	)		15,972			100.0	%
Adjusted EBITDA excluding securitization gain	$	(70,903	)	$	(89,291	)	$	18,388			20.6	%
Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues	$	(70,529	)	$	(73,506	)	$	2,977			4.0	%

7

Financial Outlook

For the full year 2023, we expect the following results:

•Adjusted EBITDA(1) of $(250.0) to $(200.0) million

•Year-end cash and cash equivalents of $150.0 to $200.0 million

(1) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for the full year 2023 Financial Outlook is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, the costs and expenses that may be incurred in the future. We have provided a reconciliation of GAAP to non-GAAP financial measures for the fourth quarter and full year 2022 in the reconciliation table in the Non-GAAP Financial Measures section above.

The foregoing estimates are forward-looking statements that reflect the Company’s expectations as of February 28, 2023 and are subject to substantial uncertainty. See “Forward-Looking Statements” below.

Conference Call & Webcast Information

Vroom management will discuss these results and other information regarding the Company during a conference call and audio webcast Wednesday, March 1, 2023 at 8:30 a.m. ET.

To access the conference call, please register at this embedded link. Registered participants will be sent a unique PIN to access the call. A listen-only webcast will also be available via the same link and at ir.vroom.com. An archived webcast of the conference call will be accessible on the website within 48 hours of its completion.

About Vroom (Nasdaq: VRM)

Vroom is an innovative, end-to-end ecommerce platform that offers a better way to buy and a better way to sell used vehicles. The Company’s scalable, data-driven technology brings all phases of the vehicle buying and selling process to consumers wherever they are and offers an extensive selection of vehicles, transparent pricing, competitive financing, and contact-free, at-home pick-up and delivery. For more information visit www.vroom.com.

8

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding expected timelines with respect to, our execution of and the expected benefits from our long term roadmap and cost-saving initiatives; our ability to improve our transaction processes and customer experience; our plans to sell through aged vehicles, improve variable cost per unit and reduce fixed costs; our future growth, our business strategy and our plans, including our ongoing ability to integrate and develop United Auto Credit Corporation into a captive finance operation; our future results of operations and financial position, including our ability to improve our unit economics and our outlook for the full year 2023, including with respect to our liquidity and our plans to enhance liquidity. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For factors that could cause actual results to differ materially from the forward-looking statements in this press release, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, which is available on our Investor Relations website atir.vroom.comand on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.

Investor Relations:

Vroom

Liam Harrington

investors@vroom.com

Media Contact:

Vroom

Chris Hayes

chris.hayes@vroom.com

9

VROOM, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

	As of December 31,
	2022			2021
ASSETS
Current Assets:
Cash and cash equivalents	$	398,915		$	1,132,325
Restricted cash (including restricted cash of consolidated VIEs of $24.7 million and $0 million, respectively)		73,095			82,450
Accounts receivable, net of allowance of $21.5 million and $8.9 million, respectively		13,967			105,433
Finance receivables at fair value (including finance receivables of consolidated VIEs of $11.5 million and $0 million, respectively)		12,939			—
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $305.9 million and $0 million, respectively)		321,626			—
Inventory		320,648			726,384
Beneficial interests in securitizations		20,592			—
Prepaid expenses and other current assets		58,327			55,700
Total current assets		1,220,109			2,102,292
Finance receivables at fair value (including finance receivables of consolidated VIEs of $119.6 million and $0 million, respectively)		140,235			—
Property and equipment, net		50,201			37,042
Intangible assets, net		158,910			28,207
Goodwill		—			158,817
Operating lease right-of-use assets		23,568			15,359
Other assets		26,004			25,033
Total assets	$	1,619,027		$	2,366,750
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	34,702		$	52,651
Accrued expenses		76,795			121,508
Vehicle floorplan		276,988			512,801
Warehouse credit facilities of consolidated VIEs		229,518			—
Current portion of securitization debt of consolidated VIEs at fair value		47,239			—
Deferred revenue		10,655			75,803
Operating lease liabilities, current		9,730			6,889
Other current liabilities		17,693			57,604
Total current liabilities		703,320			827,256
Long term debt, net of current portion (including securitization debt of consolidated VIEs of $32.6 million and $0 million at fair value, respectively)		402,154			610,618
Operating lease liabilities, excluding current portion		20,129			9,592
Other long-term liabilities		18,183			4,090
Total liabilities		1,143,786			1,451,556
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2022 and 2021; 138,201,903 and 137,092,891 shares issued and outstanding as of December 31, 2022 and 2021, respectively		135			135
Additional paid-in-capital		2,075,798			2,063,841
Accumulated deficit		(1,600,692	)		(1,148,782	)
Total stockholders’ equity		475,241			915,194
Total liabilities and stockholders’ equity	$	1,619,027		$	2,366,750

10

VROOM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2022			2021			2022			2021
Revenue:
Retail vehicle, net	$	142,579		$	785,262		$	1,425,842		$	2,583,417
Wholesale vehicle		23,039			121,543			293,528			498,981
Product, net		10,793			24,402			62,747			88,824
Finance		32,537			—			152,542			—
Other		401			3,284			14,242			13,033
Total revenue		209,349			934,491			1,948,901			3,184,255
Cost of sales:
Retail vehicle		147,867			774,613			1,382,005			2,495,587
Wholesale vehicle		27,399			113,760			304,148			480,861
Finance		3,793			—			14,161			—
Other		831			1,413			3,800			5,708
Total cost of sales		179,890			889,786			1,704,114			2,982,156
Total gross profit		29,459			44,705			244,787			202,099
Selling, general and administrative expenses		90,760			166,341			566,387			547,823
Depreciation and amortization		10,562			3,614			38,290			12,891
Impairment charges		5,746			—			211,873			—
Loss from operations		(77,609	)		(125,250	)		(571,763	)		(358,615	)
Gain on debt extinguishment		(126,767	)		—			(164,684	)		—
Interest expense		12,076			7,228			40,693			21,948
Interest income		(6,372	)		(3,053	)		(19,363	)		(10,341	)
Other loss (income), net		16,284			(7	)		43,181			(65	)
Income (loss) before provision for income taxes		27,170			(129,418	)		(471,590	)		(370,157	)
Provision (benefit) for income taxes		2,405			375			(19,680	)		754
Net income (loss)	$	24,765		$	(129,793	)	$	(451,910	)	$	(370,911	)
Net income (loss) per share attributable to common stockholders, basic	$	0.18		$	(0.95	)	$	(3.28	)	$	(2.72	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic		138,176,258			136,948,461			137,907,444			136,429,791
Net income (loss) per share attributable to common stockholders, diluted	$	0.18		$	(0.95	)	$	(3.28	)	$	(2.72	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted		146,577,839			136,948,461			137,907,444			136,429,791

11

VROOM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Year Ended December 31,
	2022			2021
Operating activities
Net loss	$	(451,910	)	$	(370,911	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges		211,873			—
Gain on debt extinguishment		(164,684	)		—
Depreciation and amortization		38,707			13,215
Amortization of debt issuance costs		4,809			2,872
Realized gains on securitization transactions		(45,589	)		—
Deferred taxes		(23,855	)		—
Losses on finance receivables and securitization debt, net		66,839			—
Stock-based compensation expense		11,957			13,409
Provision to record inventory at lower of cost or net realizable value		1,812			9,471
Provision for bad debt		13,406			9,416
Provision to record finance receivables held for sale at lower of cost or fair value		6,541			—
Amortization of unearned discounts on finance receivables at fair value		(14,593	)		—
Other, net		(7,512	)		203
Changes in operating assets and liabilities:
Finance receivables, held for sale
Originations of finance receivables held for sale		(625,575	)		—
Principal payments received on finance receivables held for sale		64,521			—
Proceeds from sale of finance receivables held for sale, net		509,612			—
Other		(7,701	)		—
Accounts receivable		78,060			(53,206	)
Inventory		403,924			(312,208	)
Prepaid expenses and other current assets		4,146			(32,452	)
Other assets		(2,546	)		(9,172	)
Accounts payable		(24,281	)		19,321
Accrued expenses		(53,553	)		61,170
Deferred revenue		(65,148	)		50,943
Other liabilities		(38,325	)		29,241
Net cash used in operating activities		(109,065	)		(568,688	)
Investing activities
Finance receivables at fair value
Purchases of finance receivables at fair value		(56,484	)		—
Principal payments received on finance receivables at fair value		132,391			—
Proceeds from sale of finance receivables at fair value, net		43,262			—
Principal payments received on beneficial interests		8,341			—
Purchase of property and equipment		(24,234	)		(28,413	)
Acquisition of business, net of cash acquired of $47.9 million		(267,488	)		(75,875	)
Net cash used in investing activities		(164,212	)		(104,288	)
Financing activities
Principal repayment under secured financing agreements		(192,839	)		—
Proceeds from vehicle floorplan		1,403,042			2,713,350
Repayments of vehicle floorplan		(1,638,855	)		(2,529,780	)
Proceeds from warehouse credit facilities		520,800			—
Repayments of warehouse credit facilities		(467,216	)		—
Repayments of convertible senior notes		(90,208	)		—
Proceeds from issuance of convertible senior notes		—			625,000
Issuance costs paid for convertible senior notes		—			(16,129	)
Proceeds from exercise of stock options		—			5,766
Other financing activities		(4,212	)		(495	)
Net cash (used in) provided by financing activities		(469,488	)		797,712
Net (decrease) increase in cash, cash equivalents and restricted cash		(742,765	)		124,736
Cash, cash equivalents and restricted cash at the beginning of period		1,214,775			1,090,039
Cash, cash equivalents and restricted cash at the end of period	$	472,010		$	1,214,775

12

VROOM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)

Supplemental disclosure of cash flow information:
Cash paid for interest	$	34,907	$	15,964
Cash paid for income taxes	$	2,409	$	403
Supplemental disclosure of non-cash investing and financing activities:
Fair value of beneficial interests received in securitization transactions	$	30,082	$	—
Issuance of common stock for CarStory acquisition	$	—	$	38,811
Fair value of unvested stock options assumed for acquisition of business	$	—	$	1,017

13

EX-99

Exhibit 99.2

 

Vroom Fourth Quarter 2022 Earnings February 2023

 

Disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding the expected timeline, our execution of and the expected benefits from our long-term roadmap and cost-saving initiatives, including our ability to improve our transaction processes and customer service experience, increase and optimize our internal sales force, sell through aged vehicles, improve variable cost per unit, such as logistics costs and marketing costs, and reduce fixed costs, our expectations regarding our business strategy and plans, including our ongoing ability to integrate and develop United Auto Credit Corporation into a captive finance operation, and our intention to return to growth, for future results of operations and financial position, including our ability to improve our unit economics and our outlook for the full year 2023, including with respect to our liquidity. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For factors that could cause actual results to differ materially from the forward-looking statements in this presentation, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022 which is available on our Investor Relations website at ir.vroom.comand on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this presentation. We undertake no obligation to update forward-looking statements to reflect future events or circumstances. Industry and Market Information To the extent this presentation includes information concerning the industry and the markets in which the Company operates, including general observations, expectations, market position, market opportunity and market size, such information is based on management's knowledge and experience in the markets in which we operate, including publicly available information from independent industry analysts and publications, as well as the Company’s own estimates. Our estimates are based on third-party sources, as well as internal research, which the Company believes to be reasonable, but which are inherently uncertain and imprecise. Accordingly, you are cautioned not to place undue reliance on such market and industry information. Financial Presentation and Use of Non-GAAP Financial Measures Certain monetary amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Certain other amounts that appear in this presentation may not sum due to rounding. This presentation contains certain supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are in addition to, and not a substitute or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with U.S. GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. We have reconciled all non-GAAP financial measures with the most directly comparable U.S. GAAP financial measures in the Appendix to this presentation.

 

We are Focused on our objectives and Strategic initiatives During 2022 we improved the customer experience, improved our processes, and reduced our debt. During 2023 we intend to resume growth, sell through aged inventory, improve variable costs per unit, continue to reduce fixed costs and convert balance sheet items into cash while living within our means 3 Key Objectives 4 Focused Strategic Initiatives Prioritize unit economics and growth Improve Costs per unit Maximize liquidity 1 2 3 Build a well-oiled transaction machine Build a well-oiled metal machine Build a regional operating model Build a captive finance offering 4 Focused Strategic Initiatives 4 Strategic initiatives expected to build a profitable business model 3 V

 

Fourth quarter highlights and 2022 full year results 4th quarter key performance indicators ($70.9)M of Adjusted EBITDA(1) within range of prior outlook. Net income of $25M ($70.5)M of Adjusted EBITDA excluding securitization gain and non-recurring costs(1), a $65M / 48% improvement vs first quarter results $1,233 Ecommerce Gross Profit Per Unit (GPPU) ~$6M negative impact of LCM markdowns, including ~$4M related to electric vehicle OEM price decreases ~$4M negative impact of sales of aged units; 36% of units sold in 4Q were >270 days as we moved through earlier titling delays $31M sequential reduction in Adjusted SG&A (2) driven by lower variable and fixed costs $21M sequential reduction in restricted cash primarily driven by improvements in titling & registration 4th quarter progress on key objectives and strategic initiatives 87% of units were available for sale or pending sale versus 52% at the end of 3Q 2022 Exited primary third-party sales partner as of 1/31/23, continue to ramp sales force in 2023 Continued focus on reducing variable and fixed costs Unlocked ~$70M of cash in inventory and restricted cash $198M repurchase of convertible notes for $72M(3) 4q 2022 Performance Highlights fy 2022 vs previously issued guidance Third quarter fourth quarter Total Revenue $340.8 million $209.3 million Ecommerce Units 6,428 4,144 Ecommerce GPPU $4,206 $1,233 Adjusted EBITDa (1) ($73.3) million ($70.9) million adjusted EBITDa ex. Non-recurring costs (1) ($57.5) million ($70.5) million Adjusted EBITDa ex. Securitization gain & Non-recurring costs (1 ($73.5) million ($70.5) million net profit (loss)(4) ($51.1) million $24.8 million Guidance Prior outlook actuals Ecommerce units 45,000 - 55,000 Expect below range 39,278 Adjusted EBITDA (1) (5) Adjusted EBITDA (1) (5) Expect better than mid-point ($337) million Year-end liquidity (6) $450 - $565 million Expect near mid-point -$489 million excluding convertible note repurchases of $90 million -$399 million reported including $90 million note repurchase (1) Adjusted EBITDA, Adjusted EBITDA excluding non-recurring costs, and Adjusted EBITDA excluding securitization gain and non-recurring costs are non-GAAP measures. For definitions and a reconciliation to the most comparable GAAP measure, please see the appendix. (2) Adjusted SG&A is a non-GAAP measure. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (3) $198M in aggregate principal amount net of deferred issuance costs. (4) Third quarter net loss includes a $38M gain on debt extinguishment. Fourth quarter net income includes a $127M gain on debt extinguishment. (5) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for 2023 guidance is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. (6) Represents unrestricted cash and cash equivalents, excludes restricted cash and floorplan availability. Execution of long-term roadmap on track 4

 

Fourth quarter Operational highlights Operational progress on our 4 strategic initiatives Financial Lever Initiative 3q to 4q $1,233 Ecommerce GPPU ~$6M of LCM markdown, including ~$4M related to electric vehicle OEM price decreases ~$4M negative impact of aged vehicles (>270 days) Continued improvements to pricing model Development of captive financing on plan, Product GPPU up ~$600 ~$6M reduction in all-in logistics costs(2) Improved Vroom-operated linehaul and last mile service; increased owned pickups at logistics hubs 87% of units were available for sale or pending sale versus 52% at the end of 3Q 2022 Fully transitioned from primary third-party sales provider as of 1/31/23; continued ramping of sales force in 2023 Continued improvement in titling of vehicles not listed for sale. 36% of units sold in 4Q were aged vehicles putting pressure on GPPU We expect ~>50% of units sold in the first half of 2023 to be from aged vehicles (>270 days), putting significant pressure on GPPU in 1H-2023 ~$13M improvement in AR reserve due to process improvements ~$6M reduction in titling, registration and support costs(3) ~$5M reduction in marketing costs, continued focus on marketing ROI ~$2M decrease in fixed costs(4) ~$27M of expected annualized variable and fixed cost reductions implemented in January 2023 Continued focus on fixed cost reduction (1) Constitutes a component of Adjusted SG&A which is a non-GAAP measure. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (2) All-in logistics costs include compensation and benefits related to operating our proprietary logistics network in addition to fuel, tolls, and maintenance expenses related to operating our proprietary logistics network and third-party transportation fees. (3) Titling, registration, & support costs include compensation & benefits related to these functions as well as third-party support costs and associated processing fees. Excludes non-recurring costs. (4) Fixed costs reflect costs across compensation & benefits, occupancy, other SG&A, and professional fee expenses. Fixed costs exclude non-recurring costs, realignment costs, and SG&A related to UACC operations. Grow fixed cost slower than revenue Improve marketing effectiveness Streamline and digitize title and registration process Optimize sales channels by selective insourcing and digitization Synchronize end-to-end supply chain to increase velocity and optimize flow Optimize assortment Optimize pricing through predictive data and regionalization Originate and securitize Vroom loans through UACC SG&A - Fixed(1) SG&A - Marketing(1) SG&A – Titling, Registration & Support(1) SG&A - Sales(1) Balance Sheet – Inventory GPPU & SG&A - Logistics(1) Vehicle GPPU Product GPPU 4 Strategic initiatives intended to build a profitable business model5 V

 

fy2023 guidance 4 strategic initiatives intended to improve financial results fy 2023 Guidance fy2022 ($200) - ($250) million $150 - $200 million $399 million($337) million Adjusted EBITDA (1) (3) Year-end cash and cash equivalents (2) FY 2023 adjusted ebitda (1)(3) ~$40M 2023 EBITDA headwind due to legacy operational issues ($ in millions) (1) Adjusted EBITDA, Adjusted EBITDA excluding non-recurring costs, and Adjusted EBITDA excluding securitization gain and non-recurring costs are non-GAAP measures. For definitions and a reconciliation to the most comparable GAAP measure, please see the appendix (2) Represents unrestricted cash and cash equivalents. Excludes restricted cash and floorplan availability. (3) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for 2023 guidance is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. These estimates are forward-looking statements that reflect the Company’s expectations as of February 28, 2023 and are subject to substantial uncertainty. See “Forward-Looking Statements” on Slide 2 (4) Represents Q4 2022 EBITDA x4 and does not give variability from quarter to quarter Sell through aged inventory, reduce variable costs per unit, reduce fixed cost and grow 6 V Ecommerce GPPU -Higher margin expected in the second half of 2023 driven by sell through of aged inventory and continued improvements in pricing algorithms Lower variable titling, registration and support costs per unit -Staying current on vehicle titles and registrations -Efficiency through technology and process enhancements Lower marketing costs per unit -Continued focus on marketing ROI -Improved conversion -Improved integration with our captive Lower logistics costs per unit -Volume leverage in our line haul and last mile fleet Lower fixed costs -Annualization of fixed cost reductions actioned in 2022 -Incremental $27M of fixed cost reduction Jan-23 Securitization gains -Until markets improve, we may not recognize gains from the sale of securitizations until we sell the residuals ($225)-($150) ($250)-($200) FY22 adj ebitda (ex non-recurring and securitization)(1) Q4-22 annualizied adj ebitda (ex non- recurring)(1)(4) FY23 ebitda guidance(3) FY23 Ebitda guidance (w/ potential(3)) securitization gain) $(357) $(282)

 

Vroom fourth quarter 2022 financial update

 

4th quarter financial summary Continued progress on long term roadmap despite short term headwinds 4Q 2022 Performance Highlights 4q 2022 Performance vs 3q 2022 39% decrease in total revenue, 36% decrease in ecommerce units sold Ongoing focus on operational improvement over sales volume Ecommerce units also impacted by a reduction in third-party sales resources and macroeconomic conditions $1,233 ecommerce gppu, down 71% 5x increase in percent of sales from aged vehicles, driven by titling improvements increasing the number of aged units available for sale Acceleration of general market depreciation on vehicles along with recent electric vehicle OEM price decreases Partially offset by higher per unit profit from UACC-based financing $3m sequential increase in adjusted ebitda ex. Securitization gain and non-recurring costs(1) Driven by reduced operating costs, partially offset by lower units and GPPU headwinds $76m improvement in net profit(2) Primarily $127M gain on debt extinguishment due to repurchase of convertible notes, partially offset by lower gross profit on reduced revenue (1) Adjusted EBITDA, Adjusted EBITDA excluding non-recurring costs, and Adjusted EBITDA excluding securitization gain and non-recurring costs are non-GAAP measures. For definitions and a reconciliation to the most comparable GAAP measure, please see the appendix. (2) Third quarter net loss includes a $38M gain on debt extinguishment. Fourth quarter net income includes a $127M gain on debt extinguishment. (3) Represents long term debt (including current portion) of $790 million and $450 million net of cash and cash equivalents of $533 million and $399 million as of 6/30/2022 and 12/31/2022, respectively $3m improvement in adjusted ebitda ex. Securitization gain & non-recurring costs (1) $257 $51 6/30/2022 12/31/2022 Net Long-term debt(3) Total Revenue $340.8 million $209.3 million Third quarter fourth quarter 6,428 4,144 $4,206 $1,233 ($73.3) million ($70.9) million ($57.5) million ($70.5) million ($73.5) million ($70.5) million ($51.1) million $24.8 million Ecommerce Units Ecommerce GPPU Adjusted EBITDa (1) adjusted EBITDa ex. Non-recurring costs (1) Adjusted EBITDa ex. Securitization gain & Non-recurring costs (1) Net profit (loss)(2)

 

4th quarter financial highlights Sequential trends 4q 2022 Performance vs 3q 2022 $3m increase in adjusted ebitda ex. Securitization gain and Non-recurring costs (1) Driven by reduced operating costs, partially offset by lower units and GPPU headwinds 36% decrease in ecommerce units Ongoing focus on operational improvement over volume as well as reduced third-party sales resources, macroeconomic and other factors $3,613 (159%) decrease in vehicle gppu Reduced sales margin due to impact of aged units (~$4M) as we improved our titling processes, resulting in more aged vehicles available for sale Lower of cost or market adjustment of ~$6M, including ~$4M of electric vehicle OEM price reductions $640 (33%) increase in product gppu Increased UACC-originated and serviced financing on lower unit volume $2,973 (71%) decrease in ecommerce gppu ~$4M impact of selling through aged units >270 days ~$6M impact of LCM markdowns, including ~$4M of electric vehicle OEM price reductions (1) Adjusted EBITDA excluding securitization gain & non-recurring costs is a non-GAAP measure. For a definition and a reconciliation to the most comparable GAAP measure, please see the appendix. (2) Vehicle gross profit per unit. (3) Product gross profit per unit. $3m improvement in adjusted ebitda ex. Securitization gain & non-recurring costs (1) Ecommerce gppu Ecommerce PGPPU (3) Ecommerce VGPPU (2) Ecommerce units Adjusted ebitda ex. Securitization gain & Non-recurring costs ($m) (1) ($77) ($74) ($71) 9,233 6,428 4,144 2Q 2022 3Q2022 4Q 2022 $2,166 $2,267 2Q 2022 3Q2022 4Q 2022 2Q 2022 3Q2022 4Q 2022 $1,463 $1,939 $2,579 $ 3,629 $4,206 $1,233 9 V

 

4th quarter performance drivers 4th quarter adjusted ebitda ex. Securitization gain and non-recurring costs(1) Ecommerce gross profit Lower unit volume and negative impact of aged units, market depreciation and electric vehicle price reductions $2M reduction in Compensation & benefits Driven by focus on cost reductions $23m reduction in Marketing, logistics & other Lower unit volume and strategic initiatives $21m sequential reduction in restricted cash Primarily driven by improved transaction processing, including titling & registration $49m sequential reduction in cash in inventory Reduced inventory and improved transaction processing, including titling & registration $198m repurchase of convertible notes for $72m(4) Decreased leverage (1) Adjusted EBITDA excluding securitization gain non-recurring costs is a non-GAAP measure. For a definition and a reconciliation to the most comparable GAAP measure, please see the appendix. (2) Represents unrestricted cash and cash equivalents. Excludes restricted cash and floorplan availability. (3) Represents unrestricted cash, cash equivalents and warehouse availability (4) $198M in aggregate principal amount net of deferred issuance costs. (5) Represents cash and cash equivalents and warehouse availability $3m improvement in adjusted ebitda ex. Securitization gain and non-recurring costs (1) 10 V ($ in millions) ($12) ($4) ($6) ($74) $2 $23 $71 $3M improvement $510 ($71) ($6) $21 $49 ($32) $471 $72 $399 $109 $508 9/30/2022 cash and cash equivalents(2) 4Q adjusted editda interest expenses restricted cash release cash in inventory other 12/31/22 cash and cash equivalents (excluding convert repurchase) (2) convert repurchase 12/31/22 cash and cash equivalents (2) UACC liquidity(5) 12/31/22 available liquidity (3) 3Q 2022 (1) ecom gross profit aged inventory LCM Markdown comp & benefits marketing, logistics & all other $3M improvement 4Q 2022 (1)

 

Fy2023 outlook key performance drivers Improve ecommerce GPPU by selling through aged inventory and continued improvement on pricing algorithm Improve marketing spend efficiency through conversion Reduce support and transaction expenses through process improvements and technology enhancements Continue to assess the business to reduce our fixed cost structure Reduction in force completed in January (~20% of Vroom headcount) resulting in ~$27M of annualized cost savings Cadence of earnings and cash utilization Anticipate GPPU headwind as we continue to sell through aged inventory in 1H Expect to continue to reduce operating loss each quarter as we improve our processes Higher first quarter cash in inventory due to aged inventory, expect to recover as inventory aging normalizes through the year Estimated 2023-2024 EBITDA normalized Cash and cash equivalents and liquidity ($250) - ($200) -($155) - ($135) ($225) ($28) $30 $175 $90 $25 -$250 (1) Adjusted EBITDA, Adjusted EBITDA excluding non-recurring costs, and Adjusted EBITDA excluding securitization gain and non-recurring costs are non-GAAP measures. For definitions and a reconciliation to the most comparable GAAP measure, please see the appendix (2) Represents unrestricted cash and cash equivalents. Excludes restricted cash, warehouse and floorplan availability. (3) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for 2023 guidance is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. These estimates are forward-looking statements that reflect the Company’s expectations as of February 28, 2023 and are subject to substantial uncertainty. See “Forward-Looking Statements” on Slide 2 (4) Represents cash and cash equivalents and warehouse availability Execution on long-term roadmap on track 11 V FY23 adjusted ebitda guidance FY23 adjusted ebitda normalized FY24 unit growth FY24 operational improvements securitization market legacy operational issues 12/31/22 cash and cash equivalents(2) adjusted ebitda (mid-point) interest expenses cash initiatives 12/31/23 mid-point cash and cash equivalents(2) 12/31/23 UACC liquidity(4) potential residual sale 12/31/23 mid- point potential liquidity

 

Summary During 2022 we improved the customer experience, improved our processes, and reduced our debt 2022 Highlights 2023 outlook Developed our Long-Term Roadmap focused on 4 strategic initiatives expected to build a profitable business model Completed the acquisition of UACC to build out captive financing Completed two securitizations with Gain on Sale Achieved record GPPU of $4,206 in Q3-2022 Transformed pricing algorithms, implemented variable shipping fees, and improved our acquisition model Substantially improved our Titling and Registration processes Transitioned from our primary third-party sales provider as of January 2023 Reduced headcount by ~50%(1) (excluding UACC and CarStory) Strengthened our balance sheet by repurchasing $254 million of convertible notes and unlocked $179 million of cash-in-inventory and restricted cash Built a platform to grow the business in 2023 and beyond Improved processes across registration, titling, support, marketing, sales, reconditioning, and logistics GPPU pressure in 1H-23 as we sell through aged inventory now that titles are current, expect to normalize to Q2/Q3 2022 levels in 2H-23 Higher losses at UACC due to increasing delinquency and default rates Continue to focus on converting balance sheet items into cash Expect unit volumes to ramp through the year as we resume growth and grow our internal sales force Expect per unit economics to improve sequentially(2) Reduced marketing cost per unit through conversion initiatives Reduced selling cost per unit Reduced titling, registration and support cost per unit Reduced logistics costs per unit Continue to reduce fixed cost structure (1) As of 1/31/23 (2) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for 2023 guidance is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. These estimates are forward-looking statements that reflect the Company’s expectations as of February 28, 2023 and are subject to substantial uncertainty. See “Forward-Looking Statements” on Slide 2 Transformed business in 2022 positioning us for growth in 2023 12 V

 

Vroom appendix

 

Reconciliation of Non-GAAP Financial measures EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues, Adjusted EBITDA excluding securitization gain and Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues We calculate EBITDA as net loss before interest expense, interest income, income tax expense and depreciation and amortization expense and we calculate Adjusted EBITDA as EBITDA adjusted to exclude realignment costs, acquisition related costs, change in fair value of finance receivables, goodwill impairment charge gain on debt extinguishment, acceleration of non-cash stock-based compensation and other costs, which primarily relate to the impairment of long-lived assets. Changes in fair value of finance receivables can fluctuate significantly from period to period and relate primarily to historical loans and debt which have been securitized, and acquired on February 1, 2022 from UACC. Our ongoing business model is to originate or purchase finance receivables with the intent to sell which we recognize at the lower of cost or fair value. Therefore, these historical finance receivables acquired, which are accounted for under the fair value option, will experience fluctuations in value from period to period. We believe it is appropriate to remove this temporary volatility from our Adjusted EBITDA results to better reflect our ongoing business model. Additionally, these historical finance receivables acquired from UACC are expected to run-off within approximately 12 months. We calculate Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues as Adjusted EBITDA adjusted to exclude the non-recurring costs incurred to address operational and customer experience issues, including rental cars for our customers and legal settlements with customers and state DMVs. While we expect to continue to incur these costs over the next few quarterly periods, we do not expect these costs to continue to be incurred once our operational issues have been resolved. We calculate Adjusted EBITDA excluding securitization gain as Adjusted EBITDA adjusted to exclude the securitization gain from the sale of UACC's finance receivables, and believe that it provides a useful perspective on the underlying operating results and trends and a means to compare our period-over-period results. We calculate Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues as Adjusted EBITDA adjusted to exclude the securitization gain from the sale of UACC’s finance receivables and the non-recurring costs incurred to address operational and customer experience issues. The following table presents a reconciliation of EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding securitization gain, and Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues to net loss, which is the most directly comparable U.S. GAAP measure: Net Profit (loss) Adjusted to exclude the following interest expense interest income provision for income taxes Depreciation and amortization EBITDA Realignment costs Acquisition related costs change in fair value of finance receivables Goodwill impairment charge Gain on debt extinguishment Acceleration of non-cash stock-based compensation Other Adjusted EBITDA Non-recurring costs to address operational and customer experience issues Adjusted EBITDA excluding non-recurring costs to address operational and customer Securitization gain Adjusted EBITDA excluding securitization gain Adjusted EBITDA excluding securitization gain and non-recurring costs to address Three Months Ended December 31, 2022 (in thousands) $24,765 12,076 (6,372) 2,405 10,702 $43,576 $2,253 - 3,917 - (126,767) 2,439 3,679 $(70,903) 374 $(70,529) - $(70,903) $(70,529) Three Months Ended September 30, 2022 $(51,27) 9,704 (5,104) 899 9,995 $(35,633) $3,243 - (3,012) - (37,917) - - $(73,319) 15,785 $(57,534) (15,972) $(89,291) $(73,506) Three Months Ended June 30, 2022 $(115,089) 9,533 (3,935) 256 10,115 $(99,120) $9.529 - 1,846 - - - 2,127 $(85,618) 8,274 $(77,344) - $(85,618) $(77,344) Three Months Ended March 31, 2022 $(310,459) 9,380 (3,952) (23,240) 7,895 $(320,376) $- 5,621 201,703 - - - $(107,399) 1,000 $(106,399) (29,617) $(137,016) $(136,016) Twelve Months Ended December 31,2022 $(451,910) 40,693 (19,363) (19,680) 38,707 $(411,553) $15,025 5,653 8,372 201,703 (164,684) 2,439 5,806 $(337,239) 25,433 $(311,806) (45,589) $(382,828) $(357,395)

 

Reconciliation of Non-GAAP Financial measures (continued) Adjusted SG&A We calculate adjusted selling, general & administrative expenses as selling, general & administrative expenses adjusted to exclude realignment costs, acquisition related costs, acceleration of non-cash stock-based compensation, acceleration of non-cash stock based compensation, non-recurring costs to address operational and customer experience issues, UACC selling, general & administrative expenses and other costs, which relate to the write off of the upfront shares issued as part of the Rocket Auto agreement and previously recognized within "Other assets". The following table presents a reconciliation of adjusted selling, general & administrative expenses to selling, general & administrative expenses, which is the most directly comparable U.S. GAAP measure: Total selling, general & administrative expenses adjusted to exclude the following: Realignment costs acquisition related costs acceleration of non-cash stock-based compensation Non-recurring costs to address operational and customer experience issues UACC selling, general & administrative expenses Other Adjusted selling. general & administrative expenses Three Months Ended December 31, 2022 $90,760 187 - 2,439 1,867 19,108 - $67,159 Three Months Ended September 30, 2022 (in thousands) $ 134,643 2,226 - - 15,785 18,012 - $98,620 Three Months Ended June 30, 2022 $ 152,990 6,122 - - 8,274 16,646 2,127 $ 119,821 Three Months Ended March 31, 2022 $187,994 - 5,653 - 1,000 10,557 - $170,784

 

thank you 16 V

XML

Document and Entity Information	Feb. 28, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001580864
Document Type	8-K
Document Period End Date	Feb. 28, 2023
Entity Registrant Name	VROOM, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39315
Entity Tax Identification Number	90-1112566
Entity Address, Address Line One	3600 W Sam Houston Pkwy S
Entity Address, Address Line Two	Floor 4
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	518
Local Phone Number	535-9125
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	VRM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false