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): March 13, 2024

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 March 13, 2024, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2023. 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 13, 2024, the Company posted a corporate slide presentation with financial results for the quarter and year ended December 31, 2023 on its investor relations website, https://ir.vroom.com/news-events/events-and-presentations. The presentation is 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 Exhibits 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 March 13, 2024.
99.2	Earnings Presentation for the Quarter and Year Ended December 31, 2023.
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: March 13, 2024	By:	/s/ Robert R. Krakowiak
		Robert R. Krakowiak
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Vroom Announces Fourth Quarter and Full Year 2023 Results

Substantial Progress on Value Maximization Plan

NEW YORK – March 13, 2024 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the fourth quarter and fiscal year ended December 31, 2023.

HIGHLIGHTS OF FOURTH QUARTER AND FULL YEAR 2023

•$135.6 million cash and cash equivalents as of December 31, 2023

•4,780 and 17,401 Ecommerce units sold for the fourth quarter and full year, respectively, representing third consecutive quarter of Ecommerce unit growth

•$4,742 and $3,403 Ecommerce gross profit per unit (GPPU) for the fourth quarter and full year, respectively

•$(141.3) million and $(365.5) million net loss for the fourth quarter and full year, respectively

•$(91.6) million and $(277.2) million Adjusted EBITDA for the fourth quarter and full year, respectively, including ~$27 million impact of aged inventory liquidations and inventory write-downs due to the discontinuance of ecommerce operations(1)

•$41.4 million and $74.2 million convertible note repurchases during the fourth quarter and full year, respectively, for $23.3 million and $36.5 million, respectively

CURRENT PROGRESS ON VALUE MAXIMIZATION PLAN

•Expected to be substantially complete with the ecommerce wind down by the end of the first quarter 2024

•~$94.0 million cash and cash equivalents as of February 29, 2024

•Sold substantially all of our used vehicle inventory

•Repaid outstanding balance on Ally Floorplan Facility

•Reducing our outstanding commitments and executing a reduction-in-force commensurate with our reduced operations

Tom Shortt, the Company’s Chief Executive Officer, said “As we previously announced, in January 2024 Vroom’s Board of Directors approved a Value Maximization Plan pursuant to which the Company has discontinued its ecommerce operations and is winding down its used vehicle dealership business. I am incredibly proud of the commitment and professionalism demonstrated by our team as they execute an orderly wind down of our ecommerce operations with a focus on timeliness and cost effectiveness. We anticipate that the wind-down will be substantially complete by the end of the month and look forward to working to maximize stakeholder value through our remaining businesses, United Auto Credit and CarStory.”

(1) While the Value Maximization Plan was approved in January 2024, we determined a triggering event existed as of December 31, 2023 related to our long lived assets, which led to additional write-downs of inventory in the fourth quarter of 2023.

FOURTH QUARTER 2023 FINANCIAL DISCUSSION

All financial comparisons are on a year-over-year basis unless otherwise noted.

Ecommerce Results

	Three Months Ended December 31,												Year Ended December 31,
	2023		2022				Change			% Change			2023		2022			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		4,780		4,144				636			15.3	%		17,401		39,278			(21,877	)		(55.7	)%
Ecommerce revenue:
Vehicle revenue	$	136,360	$	131,069		$		5,291			4.0	%	$	523,945	$	1,304,797	$		(780,852	)		(59.8	)%
Product revenue		16,101		10,689				5,412			50.6	%		52,225		59,398			(7,173	)		(12.1	)%
Total ecommerce revenue	$	152,461	$	141,758		$		10,703			7.6	%	$	576,170	$	1,364,195	$		(788,025	)		(57.8	)%
Ecommerce gross profit:
Vehicle gross profit	$	7,387	$	(5,579	)	$		12,966			232.4	%	$	10,343	$	40,575	$		(30,232	)		(74.5	)%
Product gross profit		15,281		10,689				4,592			43.0	%		48,888		59,398			(10,510	)		(17.7	)%
Total ecommerce gross profit	$	22,668	$	5,110		$		17,558			343.6	%	$	59,231	$	99,973	$		(40,742	)		(40.8	)%
Average vehicle selling price per ecommerce unit	$	28,527	$	31,629		$		(3,102	)		(9.8	)%	$	30,110	$	33,220	$		(3,110	)		(9.4	)%
Product revenue per ecommerce unit		3,368		2,579				789			30.6	%		3,001		1,512			1,489			98.5	%
Gross profit per ecommerce unit:
Vehicle gross profit per ecommerce unit	$	1,545	$	(1,346	)	$		2,891			214.8	%	$	594	$	1,033	$		(439	)		(42.5	)%
Product gross profit per ecommerce unit		3,197		2,579				618			24.0	%		2,809		1,512			1,297			85.8	%
Total gross profit per ecommerce unit	$	4,742	$	1,233		$		3,509			284.6	%	$	3,403	$	2,545	$		858			33.7	%
Ecommerce average days to sale		135		244				(109	)		(44.7	)%		217		131			86			65.6	%

2

Results by Segment

	Three Months Ended December 31,												Year Ended December 31,
	2023			2022			Change			% Change			2023			2022			Change			% Change
	(in thousands, except unit data)												(in thousands, except unit data)
Units:
Ecommerce		4,780			4,144			636			15.3	%		17,401			39,278			(21,877	)		(55.7	)%
Wholesale		1,821			1,768			53			3.0	%		7,094			20,876			(13,782	)		(66.0	)%
All Other (1)		337			350			(13	)		(3.7	)%		1,359			3,758			(2,399	)		(63.8	)%
Total units		6,938			6,262			676			10.8	%		25,854			63,912			(38,058	)		(59.5	)%
Revenue:
Ecommerce	$	152,461		$	141,758		$	10,703			7.6	%	$	576,170		$	1,364,195		$	(788,025	)		(57.8	)%
Wholesale		28,526			23,039			5,487			23.8	%		104,119			293,528			(189,409	)		(64.5	)%
Retail Financing (2)		41,999			32,537			9,462			29.1	%		156,938			152,542			4,396			2.9	%
All Other (3)		12,938			12,015			923			7.7	%		55,976			138,636			(82,660	)		(59.6	)%
Total revenue	$	235,924		$	209,349		$	26,575			12.7	%	$	893,203		$	1,948,901		$	(1,055,698	)		(54.2	)%
Gross profit (loss):
Ecommerce	$	22,668		$	5,110		$	17,558			343.6	%	$	59,231		$	99,973		$	(40,742	)		(40.8	)%
Wholesale		(28,927	)		(4,359	)		(24,568	)		563.6	%		(34,353	)		(10,620	)		(23,733	)		223.5	%
Retail Financing (2)		33,427			28,744			4,683			16.3	%		125,610			138,381			(12,771	)		(9.2	)%
All Other (3)		1,879			(36	)		1,915			5,319.4	%		11,459			17,053			(5,594	)		(32.8	)%
Total gross profit	$	29,047		$	29,459		$	(412	)		(1.4	)%	$	161,947		$	244,787		$	(82,840	)		(33.8	)%
Gross profit (loss) per unit (4):
Ecommerce	$	4,742		$	1,233		$	3,509			284.6	%	$	3,403		$	2,545		$	858			33.7	%
Wholesale	$	(15,885	)	$	(2,465	)	$	(13,420	)		544.4	%	$	(4,843	)	$	(509	)	$	(4,334	)		851.5	%

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

(2)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.

(3)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.

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

SG&A

	Three Months Ended December 31,													Year Ended December 31,
		2023			2022			Change			% Change				2023			2022		Change			% Change
	(in thousands)													(in thousands)
Compensation & benefits	$		35,738	$		52,043		$	(16,305	)		(31.3	)%	$		166,056	$		251,153	$	(85,097	)		(33.9	)%
Marketing expense			8,570			9,852			(1,282	)		(13.0	)%			48,440			79,670		(31,230	)		(39.2	)%
Outbound logistics			2,215			(902	)		3,117			345.6	%			8,466			39,023		(30,557	)		(78.3	)%
Occupancy and related costs			4,410			5,955			(1,545	)		(25.9	)%			18,010			23,363		(5,353	)		(22.9	)%
Professional fees			4,625			6,870			(2,245	)		(32.7	)%			20,129			33,455		(13,326	)		(39.8	)%
Software and IT costs			8,912			11,164			(2,252	)		(20.2	)%			36,466			44,570		(8,104	)		(18.2	)%
Other			13,109			5,778			7,331			126.9	%			43,090			95,153		(52,063	)		(54.7	)%
Total selling, general & administrative expenses	$		77,579	$		90,760		$	(13,181	)		(14.5	)%	$		340,657	$		566,387	$	(225,730	)		(39.9	)%

3

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; and

•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.

Adjusted EBITDA

We calculate Adjusted EBITDA as EBITDA adjusted to exclude severance costs, gain on debt extinguishment, severe weather-related costs, long-lived asset impairment charges, goodwill impairment charge, realignment costs, acquisition related costs, and the acceleration of non-cash stock-based compensation. Changes in fair value of financial instruments can fluctuate significantly from period to period and previously related primarily to historical finance receivables and debt which have been securitized, and acquired on February 1, 2022 from UACC. As a result of current market conditions, the financial instruments related to the 2022-2 and 2023-1 securitization transactions are recognized on balance-sheet and accounted for under the fair value option. See Note 17 — Financial Instruments and Fair Value Measurements to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. As a result, the majority of our finance receivables are now carried at fair value and a significant portion of the risk of loss associated with these finance receivables have been retained by UACC. We therefore have determined we will no longer make any adjustments for such fluctuations in fair value to our Adjusted EBITDA results. We have recast the prior period presented to conform to current period presentation. We may account for future securitizations as on balance sheet transactions depending on the market conditions.

4

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.

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.

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,
	2023			2022			2023			2022
	(in thousands)						(in thousands)
Net loss	$	(141,321	)	$	24,765		$	(365,540	)	$	(451,910	)
Adjusted to exclude the following:
Interest expense		14,530			12,076			45,445			40,693
Interest income		(4,789	)		(6,372	)		(21,158	)		(19,363	)
Provision (benefit) for income taxes		(303	)		2,405			615			(19,680	)
Depreciation and amortization		11,055			10,702			43,476			38,707
EBITDA	$	(120,828	)	$	43,576		$	(297,162	)	$	(411,553	)
Severance costs	$	48		$	—		$	6,703		$	—
Gain on debt extinguishment		(18,238	)		(126,767	)		(37,878	)		(164,684	)
Hail storm costs		—			—			2,353			—
Long-lived asset impairment charges		47,396			3,679			48,748			5,806
Goodwill impairment charge		—			—			—			201,703
Realignment costs		—			2,253			—			15,025
Acquisition related costs		—			—			—			5,653
Acceleration of non-cash stock-based compensation		—			2,439			—			2,439
Adjusted EBITDA	$	(91,622	)	$	(74,820	)	$	(277,236	)	$	(345,611	)
Non-recurring costs to address operational and customer experience issues		3,247			374			4,065			25,433
Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues	$	(88,375	)	$	(74,446	)	$	(273,171	)	$	(320,178	)
Securitization gain		—			—			—			(45,589	)
Adjusted EBITDA excluding securitization gain	$	(91,622	)	$	(74,820	)	$	(277,236	)	$	(391,200	)
Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues	$	(88,375	)	$	(74,446	)	$	(273,171	)	$	(365,767	)

5

FOURTH QUARTER 2023 AS COMPARED TO THIRD QUARTER 2023

		Three Months Ended December 31,			Three Months Ended September 30,
		2023			2023			Change			% Change
	(in thousands, except unit data)
Total revenues		$	235,924		$	235,634		$	290			0.1	%
Total gross profit		$	29,047		$	48,094		$	(19,047	)		(39.6	)%
Ecommerce units sold			4,780			4,561			219			4.8	%
Ecommerce revenue		$	152,461		$	149,851		$	2,610			1.7	%
Ecommerce gross profit		$	22,668		$	14,339		$	8,329			58.1	%
Vehicle gross profit (loss) per ecommerce unit		$	1,545		$	516		$	1,029			199.4	%
Product gross profit per ecommerce unit			3,197			2,628			569			21.7	%
Total gross profit per ecommerce unit		$	4,742		$	3,144		$	1,598			50.8	%
Wholesale units sold			1,821			2,270			(449	)		(19.8	)%
Wholesale revenue		$	28,526		$	30,898		$	(2,372	)		(7.7	)%
Wholesale gross (loss) profit		$	(28,927	)	$	(1,495	)	$	(27,432	)		1,834.9	%
Wholesale gross (loss) profit per unit		$	(15,885	)	$	(659	)	$	(15,226	)		2,310.5	%
Retail Financing revenue		$	41,999		$	40,823		$	1,176			2.9	%
Retail Financing gross profit		$	33,427		$	32,341		$	1,086			3.4	%
Total selling, general, and administrative expenses		$	77,579		$	79,586		$	(2,007	)		(2.5	)%

	Three Months Ended December 31,			Three Months Ended September 30,
	2023			2023			Change			% Change
	(in thousands)
Net loss	$	(141,321	)	$	(82,857	)	$	(58,464	)		70.6	%
Adjusted to exclude the following:
Interest expense		14,530			12,058			2,472			20.5	%
Interest income		(4,789	)		(5,506	)		717			13.0	%
Provision for income taxes		(303	)		260			(563	)		(216.5	)%
Depreciation and amortization		11,055			11,248			(193	)		(1.7	)%
EBITDA	$	(120,828	)	$	(64,797	)	$	(56,031	)		86.5	%
Severance costs	$	48		$	274		$	(226	)		(82.4	)%
Gain on debt extinguishment		(18,238	)		—			(18,238	)		(100.0	)%
Long-lived asset impairment charges		47,396			—			47,396			100.0	%
Adjusted EBITDA	$	(91,622	)	$	(64,523	)	$	(27,099	)		42.0	%
Non-recurring costs to address operational and customer experience issues		3,247			32			3,215			10,047.2	%
Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues	$	(88,375	)	$	(64,491	)	$	(23,884	)		(37.0	)%
Securitization gain		—			—			—			0.0	%
Adjusted EBITDA excluding securitization gain	$	(91,622	)	$	(64,523	)	$	(27,099	)		42.0	%
Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues	$	(88,375	)	$	(64,491	)	$	(23,884	)		37.0	%

6

Liquidity Outlook

We expect year-end 2024 cash and cash equivalents in the range of $35.0 to $65.0 million.

The foregoing estimate is a forward-looking statement that reflects the Company’s expectation as of March 13, 2024 and is subject to substantial uncertainty. See “Forward-Looking Statements” below.

About Vroom (Nasdaq: VRM)

Vroom owns and operates United Auto Credit Corporation (UACC), a leading indirect automotive lender serving the independent and franchise dealer market nationwide, and CarStory, a leader in AI-powered analytics and digital services for automotive retail. During fiscal 2023, Vroom also operated an end-to-end ecommerce platform to buy and sell used vehicles. Pursuant to its previously announced Value Maximization Plan, Vroom discontinued its ecommerce operations and is winding down its used vehicle dealership business.

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 the potential impacts of the execution of and the expected benefits and cost-savings, if any, from our Value Maximization Plan, any anticipated costs and charges related to the Value Maximization Plan and the anticipated timeline of such costs, charges, implementation or completion of the Value Maximization Plan, our expectations regarding United Auto Credit Corporation and CarStory; our ability to successfully wind down and halt our ecommerce operations, and future results of operations and financial position, including our liquidity outlook for 2024. 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, 2023, 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

Jon Sandison

investors@vroom.com

7

VROOM, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

	As of December 31,
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	135,585		$	398,915
Restricted cash (including restricted cash of consolidated VIEs of $49.1 million and $24.7 million, respectively)		73,234			73,095
Accounts receivable, net of allowance of $11.2 million and $21.5 million, respectively		9,139			13,967
Finance receivables at fair value (including finance receivables of consolidated VIEs of $11.8 million and $11.5 million, respectively)		12,501			12,939
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $457.2 million and $305.9 million, respectively)		503,546			321,626
Inventory		163,250			320,648
Beneficial interests in securitizations		4,485			20,592
Prepaid expenses and other current assets (including other current assets of consolidated VIEs of $25.2 million and $11.7 million, respectively)		50,899			58,327
Total current assets		952,639			1,220,109
Finance receivables at fair value (including finance receivables of consolidated VIEs of $329.6 million and $119.6 million, respectively)		336,169			140,235
Property and equipment, net		24,132			50,201
Intangible assets, net		131,892			158,910
Operating lease right-of-use assets		7,063			23,568
Other assets (including other assets of consolidated VIEs of $1.8 million and $0 million, respectively)		23,527			26,004
Total assets	$	1,475,422		$	1,619,027
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	26,762		$	34,702
Accrued expenses (including accrued expenses of consolidated VIEs of $4.0 million and $1.5 million, respectively)		52,452			76,795
Vehicle floorplan		151,178			276,988
Warehouse credit facilities of consolidated VIEs		421,268			229,518
Current portion of long-term debt (including current portion of securitization debt of consolidated VIEs at fair value of $163.5 million and $47.2 million, respectively)		172,410			47,239
Deferred revenue		14,025			10,655
Operating lease liabilities, current		8,737			9,730
Other current liabilities		9,974			17,693
Total current liabilities		856,806			703,320
Long-term debt, net of current portion (including securitization debt of consolidated VIEs of $150.6 million and $32.6 million at fair value, respectively)		454,173			402,154
Operating lease liabilities, excluding current portion		25,183			20,129
Other long-term liabilities (including other long-term liabilities of consolidated VIEs of $10.4 million and $7.4 million, respectively)		17,109			18,183
Total liabilities		1,353,271			1,143,786
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2023 and 2022; 1,791,286 and 1,727,525 shares issued and outstanding as of December 31, 2023 and 2022, respectively		2			2
Additional paid-in-capital		2,088,381			2,075,931
Accumulated deficit		(1,966,232	)		(1,600,692	)
Total stockholders’ equity		122,151			475,241
Total liabilities and stockholders’ equity	$	1,475,422		$	1,619,027

8

VROOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2023			2022			2023			2022
Revenue:
Retail vehicle, net	$	146,424		$	142,579		$	565,972		$	1,425,842
Wholesale vehicle		28,526			23,039			104,119			293,528
Product, net		15,754			10,793			52,253			62,747
Finance		41,999			32,537			156,938			152,542
Other		3,221			401			13,921			14,242
Total revenue		235,924			209,349			893,203			1,948,901
Cost of sales:
Retail vehicle		138,648			147,867			553,565			1,382,005
Wholesale vehicle		57,453			27,399			138,472			304,148
Product		819			—			3,337			—
Finance		8,573			3,793			31,328			14,161
Other		1,384			831			4,554			3,800
Total cost of sales		206,877			179,890			731,256			1,704,114
Total gross profit		29,047			29,459			161,947			244,787
Selling, general and administrative expenses		77,579			90,760			340,657			566,387
Depreciation and amortization		10,924			10,562			42,769			38,290
Impairment charges		47,395			5,746			48,748			211,873
Loss from operations		(106,851	)		(77,609	)		(270,227	)		(571,763	)
Gain on debt extinguishment		(18,238	)		(126,767	)		(37,878	)		(164,684	)
Interest expense		14,530			12,076			45,445			40,693
Interest income		(4,789	)		(6,372	)		(21,158	)		(19,363	)
Other loss, net		43,270			16,284			108,289			43,181
(Loss) income before provision for income taxes		(141,624	)		27,170			(364,925	)		(471,590	)
(Benefit) provision for income taxes		(303	)		2,405			615			(19,680	)
Net (loss) income	$	(141,321	)	$	24,765		$	(365,540	)	$	(451,910	)
Net (loss) income per share attributable to common stockholders, basic	$	(80.51	)	$	14.34		$	(209.70	)	$	(262.15	)
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders, basic		1,755,387			1,727,203			1,743,128			1,723,843
Net (loss) income per share attributable to common stockholders, diluted	$	(80.51	)	$	13.52		$	(209.70	)	$	(262.15	)
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders, diluted		1,755,387			1,832,223			1,743,128			1,723,843

9

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Year Ended December 31,
	2023			2022
Operating activities
Net loss	$	(365,540	)	$	(451,910	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges		48,748			211,873
Gain on debt extinguishment		(37,878	)		(164,684	)
Depreciation and amortization		43,476			38,707
Amortization of debt issuance costs		4,598			4,809
Realized gains on securitization transactions		—			(45,589	)
Deferred taxes		—			(23,855	)
Losses on finance receivables and securitization debt, net		114,702			66,839
Stock-based compensation expense		10,051			11,957
Provision to record inventory at lower of cost or net realizable value		(2,360	)		1,812
Provision for bad debt		4,074			13,406
Provision to record finance receivables held for sale at lower of cost or fair value		20,566			6,541
Amortization of unearned discounts on finance receivables at fair value		(25,954	)		(14,593	)
Other, net		(17,393	)		(7,512	)
Changes in operating assets and liabilities:
Finance receivables, held for sale
Originations of finance receivables held for sale		(582,170	)		(625,575	)
Principal payments received on finance receivables held for sale		105,858			64,521
Proceeds from sale of finance receivables held for sale, net		—			509,612
Other		(1,606	)		(7,701	)
Accounts receivable		754			78,060
Inventory		159,758			403,924
Prepaid expenses and other current assets		22,711			4,146
Other assets		3,266			(2,546	)
Accounts payable		(7,940	)		(24,281	)
Accrued expenses		(24,766	)		(53,553	)
Deferred revenue		3,370			(65,148	)
Other liabilities		(10,009	)		(38,325	)
Net cash used in operating activities		(533,684	)		(109,065	)
Investing activities
Finance receivables at fair value
Purchases of finance receivables at fair value		(3,392	)		(56,484	)
Principal payments received on finance receivables at fair value		174,748			132,391
Proceeds from sale of finance receivables at fair value, net		—			43,262
Consolidation of VIEs		11,409			—
Principal payments received on beneficial interests		5,193			8,341
Purchase of property and equipment		(14,805	)		(24,234	)
Acquisition of business, net of cash acquired of $47.9 million		—			(267,488	)
Net cash provided by (used in) investing activities		173,153			(164,212	)
Financing activities
Proceeds from the issuance of common stock in at-the-market offering, net of offering costs		2,399			—
Proceeds from borrowings under secured financing agreements		261,991			—
Principal repayment under secured financing agreements		(208,476	)		(192,839	)
Proceeds from financing of beneficial interests in securitizations		24,506			—
Principal repayments of financing of beneficial interests in securitizations		(8,698	)		—
Proceeds from vehicle floorplan		559,331			1,403,042
Repayments of vehicle floorplan		(685,141	)		(1,638,855	)
Proceeds from warehouse credit facilities		480,100			520,800
Repayments of warehouse credit facilities		(290,483	)		(467,216	)
Repurchases of convertible senior notes		(36,536	)		(90,208	)
Other financing activities		(1,653	)		(4,212	)
Net cash provided by (used in) financing activities		97,340			(469,488	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(263,191	)		(742,765	)
Cash, cash equivalents and restricted cash at the beginning of period		472,010			1,214,775
Cash, cash equivalents and restricted cash at the end of period	$	208,819		$	472,010

10

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)

Supplemental disclosure of cash flow information:
Cash paid for interest	$	59,351	$	34,907
Cash paid for income taxes	$	5,363	$	2,409
Supplemental disclosure of non-cash investing and financing activities:
Finance receivables from consolidation of 2022-2 securitization transaction	$	180,706	$	—
Elimination of beneficial interest from the consolidation of 2022-2 securitization transaction	$	9,811	$	—
Securitization debt from consolidation of 2022-2 securitization transaction	$	186,386	$	—
Reclassification of finance receivables held for sale to finance receivables at fair value, net	$	248,081	$	—
Fair value of beneficial interests received in securitization transactions	$	—	$	30,082

11

EX-99.2

Exhibit 99.2

 

vroom Fourth Quarter and Full Year 2023 Earnings March 2024

 

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 potential impacts of the execution of and the expected benefits and cost-savings, if any, from our Value Maximization Plan, any anticipated costs and charges related to the Value Maximization Plan and the anticipated timeline of such costs, charges, implementation or completion of the Value Maximization Plan, our expectations regarding United Auto Credit Corporation and CarStory; including related to United Auto Credit Corporation’s performance trends, our ability to successfully wind down and halt our ecommerce operations, liquidate our used vehicle inventory in an efficient manner and implement the reduction-in-force; and future results of operations and financial position of our remaining businesses. 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, 2023 which is available on our Investor Relations website at ir.vroom.com and 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.

 

vroom 2023 full year and fourth quarter results • During the fiscal year ended December 31, 2023, Vroom operated an end-to-end ecommerce platform to buy and sell used vehicles, utilizing a combination of automotive ecommerce, vehicle operations and data science and experimentation to bring all phases of the retail car buying and selling process on-line. Vroom’s results for the fourth quarter and full year 2023, which include its ecommerce used vehicle operations, are highlighted in this earnings report. • On January 22, 2024, Vroom announced that its Board of Directors had approved a Value Maximization Plan, pursuant to which the Company has discontinued its ecommerce operations and is in the process of winding down its used vehicle dealership business in order to preserve liquidity and enable the Company to maximize stakeholder value through its remaining businesses. • Vroom owns United Auto Credit Corporation (UACC), a leading automotive finance company that offers vehicle financing to its customers through third party dealers under the UACC brand, and the CarStory business, a leader in AI-powered analytics and digital services for automotive retail. • The UACC and CarStory businesses will continue to serve their third-party customers, and Vroom will seek to grow and enhance the profitability of the UACC and CarStory businesses going forward. 3 v

 

fourth quarter and 2023 full year results 4th quarter key performance indicators · • • 5% Ecommerce unit growth sequentially, third consecutive quarter of ecommerce unit growth $4,742 Ecommerce Gross Profit Per Unit (GPPU), a $1,598 sequential improvement, driven by improved mix of unaged units and inventory reserve releases $8M reduction in Adjusted SG&A (1) on higher unit volumes $42M repurchase of convertible notes for $24M(2) $136M Cash and Cash Equivalents(3), inclusive of impact of $24M of convertible note repurchases $825M UACC total Warehouse Capacity, $421M outstanding borrowings, $404M excess warehouse capacity, $57M of liquidity available to UACC under the warehouse lines ($91.6)M of Adjusted EBITDA(4), a $27.1M decline $27.4M sequential decline in wholesale gross loss due to aged inventory liquidation and write-down on inventory as a result of the announcement in Q1-24 to wind down the ecommerce business(5) totalrevenue ecommerce units ecommerce gppu adjustedebitda (4) q4 2023 performance highlights third quarter 2023 $235.6 million 4,561 fourth quarter 2023 $235.9 million 4,780 fy 2023 vs previously issued guidance adjustedebitda(4) $3,144 $4,742 ($64.5) million ($91.6) million adjustedebitda ex. non- recurring costs(4) ($64.5) million ($88.4) million adjustedebitda ex. securitization gain & non- recurring costs(4) ($64.5) million ($88.4) million year-end cash and cash equivalents (3) net loss(6) ($82.9) million ($141.3) million actuals previous guidance ($225) - ($245) million $137 - $162 million ($277) million, including ~$27 million impact of wholesale gross loss due to aged inventory liquidation and write-down of inventory as a result of the announcement in Q1-24 to wind down the ecommerce business (5) $136 million, inclusive of $24 million convertible note repurchase $160 million, excluding Q4 convertible note repurchases (1) Adjusted SG&A is a non-GAAP measure. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (2) $42M in aggregate principal amount net of deferred issuance costs. (3) Represents unrestricted cash and cash equivalents, excludes restricted cash, floorplan availability and warehouse availability. (4) 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. (5) While the Value Maximization Plan was approved in January 2024, the announced wind- down of the ecommerce business resulted in a long-lived asset impairment triggering event as of December 31, 2023, which led to additional write-downs of inventory in the fourth quarter of 2023 (6) Fourth quarter 2023 net loss includes a $18M gain on debt extinguishment. $136m of cash and cash equivalents (3) at year end 2023 4 V

 

financial lever initiative Product GPPU Originate and securitize Vroom loans through UACC Vehicle GPPU Optimize pricing through predictive data and regionalization Optimize assortment • • transformation results • ~40+% of Vroom loans originated through UACC in Q4-2023 ~$1,700 improvement in ecommerce product GPPU, driven by growth in UACC originations of Vroom loans (Q2-22 to Q4-23) 18-month investment in pricing analytics · In 2023, unaged units (0-180 days) generated >$4,200 GPPU • In 2023, sold through majority of aged units from legacy titling and registration issues GPPU & SG&A - Logistics(1) Balance Sheet - Inventory SG&A - Sales(1) SG&A - Titling, Synchronize end-to-end supply chain to increase velocity and optimize flow Optimize sales channels by selective insourcing and digitization Registration & Support(1) Streamline and digitize title and registration process · · • · • • SG&A - Marketing(1) SG&A - Fixed(1)(4) Improve marketing effectiveness Grow fixed cost slower than revenue • Achieved Ecommerce GPPU of $4,742 in Q4-23 and $4,206 in Q3-22 ~18% improvement in all-in logistics cost per unit(2); ~$40M reduction annualized (Q2-22 to Q3-23) Increased utilization of Vroom fleet for vehicle pickups and deliveries moved from 30% in Q1-22 to 71% in Q4-23 ~$101M reduction of cash in inventory (Q2-22 to Q4-23) ~53% improvement in inventory turns; ~$373M reduction in inventory balance (Q2-22 to Q4-23) ~$334.5M reduction in the face value of our long-term debt (Q2-22 to Q4-23) Completed in-sourcing of selling function in 2023 ⚫80-point improvement in net promoter score for customer sales (Q1-22 to Q4-23) Significant progress on best-in-class title and registration operations via automation and digitization and our Digital Title Vault with ~49% improvement in titling, registration and support cost per unit(3); ~$78M reduction annualized (Q2-22 to Q4-23) 99.7% of customers received their registration before the expiration of their initial temporary tag in December 2023 Partnership with West Virginia DMV on innovative digital title registration program, streamlining the process and reducing lead times ~$41M annualized reduction in marketing spend (Q2-22 to Q4-23); optimized mix of unit growth, pricing and marketing spend ~$123M annualized reduction in fixed cost run-rate (Q1-22 to Q4-23) (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 cost 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. ~$469m annualized run-rate adjusted sg&a reduction from q1-2022 5 V

 

4th quarter cash and cash equivalents 4th quarter cash and cash equivalents(1) $209 9/30/23 Cash and Cash Equivalents (1) ($92) 4Q Adjusted EBITDA (2) ($10) $16 $7 $29 $160 Interest Expense (net) Cash in Inventory Restricted Cash Non-Cash Items & Other $24 $136 12/31/23 Cash and Cash Equivalents (1) (before Convert Repurchase) Convert Repurchase (3) 12/31/23 Cash and Cash Equivalents(1) · q4cash activity $16m recovery of cash trapped on balance sheet due to aged inventory as we sold through curtailed units, replacing with fresh inventory that could be pledged to our vehicle floorplan $7m release of restricted cash primarily driven by reduction in inventory and floorplan borrowing $29m of non-cash and other items, primarily inventory write down as a result of Q1-24 announcement to wind down the ecommerce business and incremental loss reserves at UACC q4 convert repurchase • $24m of cash used to repurchase $42m of convertible notes (1) Represents unrestricted cash and cash equivalents. Excludes restricted cash and floorplan availability. (2) Adjusted EBITDA is a non-GAAP measure. For a definition and a reconciliation to the most comparable GAAP measure, please see the appendix. (3) $42M in aggregate principal amount net of deferred issuance costs. 6 V

 

900 800 700 600 500 400 300 200 100 0 6-Jan 13-Jan 20-Jan 27-Jan 3-Feb 10-Feb 17-Feb (1) Excludes UACC and CarStory headcount ecommerce wind down exceeding expectations on results and timing 24-Feb 2-Mar • · Liquidating linehaul and last mile delivery fleet Reducing headcount as wind down activities complete ecommerce wind down update ecommerce wind down activities Liquidating inventory via wholesale channel (~100 vehicles remain as of 3/8/2024) • Paid down floorplan loan agreement with Ally on 2/16/24 Negotiating terminations of vendor contracts that are no longer needed Negotiating terminations of real estate leases Preserving ecommerce platform intellectual property Vroom Headcount(1) 12/31/2023 millions USD 140 120 100 80 60 ༔ ༔ ཤྩ ༔ 8 ¥ 8 1/7/2024 1/14/2024 1/21/2024 1/28/2024 2/4/2024 2/11/2024 2/18/2024 12/31/2023 unit count 5,000 4,000 3,000 2,000 1,000 1/7/2024 1/14/2024 160 Floorplan Outstanding Balance 2/25/2024 Paid off on 2/16/24 3/3/2024 7 V 1/21/2024 1/28/2024 2/4/2024 2/11/2024 7,000 6,000 2/18/2024 2/25/2024 3/3/2024 Inventory

 

ecommerce wind down update value maximization plan On January 22, 2024, we announced that our Board of Directors had approved a Value Maximization Plan, pursuant to which we discontinued our ecommerce operations and are winding down our used vehicle dealership business in order to preserve liquidity and maximize stakeholder value through our remaining businesses ecommerce wind down • • We suspended transactions through vroom.com, while completing transactions for customers who had previously contracted with us to purchase or sell a vehicle We sold substantially all of our used vehicle inventory through wholesale channels and paid off our floorplan financing facility with Ally We continue to take other actions to preserve the value of our remaining ecommerce assets, reduce our outstanding commitments and preserve our liquidity, and have been executing a reduction-in-force commensurate with our reduced operations Although we expect the ecommerce wind down to be substantially complete by the end of the first quarter of 2024, we expect to incur additional wind-down costs through the end of 2024 As a result of the Value Maximization Plan, we estimate that we will incur total cash charges of ~$31.5 million, including $16.5 million in costs relating to employee severance and benefits As of February 29th, 2024 Vroom had cash and cash equivalents(1) of ~$94 million and UACC had ~$58M of liquidity available to UACC under the warehouse lines • We expect to have ~$35 - $65 million of cash and cash equivalents (1) at year end 2024; UACC's liquidity will be determined by planned Q2-2024 securitization Since the acquisition of UACC Vroom has not distributed any cash from UACC to Vroom • ongoing operations • We are focused on growing and enhancing the profitability of our remaining businesses, UACC and CarStory • • UACC is an indirect lender that offers vehicle financing to consumers through third-party dealers under the UACC brand, focusing primarily on the non-prime market CarStory is an artificial intelligence-powered analytics and digital services platform for automotive retail additional assets Vroom has developed and owns the technology and IP for a full ecommerce automotive retail customer journey utilizing industry-leading market data, Al-powered insights and a proven technology team Vroom line haul and last mile fleet (1) Represents unrestricted cash and cash equivalents, excludes restricted cash and warehouse availability. 8 expect to be substantially complete with ecommerce wind down by end of the first quarter of 2024 V

 

vroom overview following the wind-down of our ecommerce operations, vroom's business is comprised of uacc andcarstory.uacc is an indirect lender that offers vehicle financing to consumers through third-party dealers under the uacc brand, focusing primarily on the non-prime market.carstory is a leader in ai-powered analytics and digital services for automotive retail. in addition, vroom continues to own the technology, ip and digital assets that powered vroom's retail automotive ecommerce platform. united auto credit business Financing and Loan Servicing carstory business Industry leading data, Al and technology • Acquired by Vroom in 2021 vroom assets UNITED AUTO CREDIT Automotive eCommerce platform V • Acquired by Vroom in 2022 • Non-prime lending expertise · Successful capital markets experience · 9,500+ independent dealer network · $1B+ gross serviced portfolio · $732M in loan origination in 2022 • • • • External finance and management portal for dealers Consumer payment integrations and auto-pay functionality Integrated with largest dealer management platform credit applications Automatic pricing programs for both independent and franchise dealerships 3rd generation proprietary pricing engine powered by big data models with machine learning 100+ nationwide sales team with strong dealer relationships • Tangible book value at 12/31 ~$143M • eCommerce used vehicle platform • 18+ years of automotive vehicle history · Predictive price and P&L models • Extensive patent portfolio, including 29 issued or allowed and 7 pending patents • Consumer and B2B Inventory acquisition · Consumer shopping solution • Website conversion expertise · Self-service checkout · Data science and analytics • • · • • Al and ML models for vehicle pricing, similarity and imaging processing Major financial institution customers, dealers and retail auto service providers Vehicle acquisition and pricing product suite for dealers Consumer mobile apps with full-featured marketplace and augmented reality shopping experience • • CarStory. Consumer transaction hub deal status, pending action items, delivery and registration tracking Delivery and logistics solution with integrated tools for seamless driveway experiences Patent-pending titling, registration and document platform • Proprietary document processing pipeline for automated contracting • Payment integrations for credit card, ACH, debit • Internal sales-enablement platform to guide and wire transfer payments sales and support agents on financing terms and approval probabilities 9 V

 

uacc key financial statement items Dollars in thousands 2019 2020 2021 2022 2023(1) Total interest income Net interest income Securitization gain Operating Expenses Other EA 153,198 $ 160,458 162,423 106,808 181,837 131,979 141,490 147,711 95,362 137,825 45,999 (51,814) (49,704) (58,020) (69,908) (84,654) (3,570) (2,324) (1,160) (42,307)(2) (17,631)(2 (2) Credit losses (62,971)(3) (73,130)(3) (37,622)(3) (41,875)(4) (76,709)(4) Pre-tax net income/(loss) 13,624 16,332 50,909 (12,729) (41,169) - Depreciation expense (1,247) (1,367) (1,687) (1,708) (1,856) - Amortization expense (19,073) (20,807) - Goodwill impairment (42,887) - Interest expense (6,020) (6,225) (3,658) (7,049) (21,595) - Interest income Adjusted EBITDA 868 137 8 849 2,044 20,023 23,787 $ 56,247 $ 57,139 $ 1,044 4,495 $ 584,362 62,278 4,039 $ 3,556 $ 6,278 $ 551,560 636,392 973,155 75,197 113,662 160,402 13,172 1,097,525 143,616 Cash and cash equivalents Gross Serviced Portfolio Tangible net worth(5) (1) Unaudited (2) Includes goodwill impairment and amortization of acquired intangible assets (3) Credit losses accounted for under Allowance for Loan and Lease Losses (ALLL) accounting standard (4) Credit losses accounted under ASC 820 "Fair Value Measurements" (5) Per Audited Financial Statements, except for 2023, which is unaudited uacc was run independently since acquisition with minimal integration 10 V

 

key balance sheet items ASSETS Current Assets: Cash and cash equivalents Vroom Operations UACC As of December 31, 2023 UACC 2022-2 Securitization (1) Carstory, Parent & Intercompany Total $ $ 13,172 $ $ 122,413 $ 135,585 Restricted cash (including restricted cash of consolidated VIES of $49.1 million and $24.7 million, respectively) Accounts receivable, net of allowance of $11.2 million and $21.5 million, respectively Intercompany receivable 22,803 4,413 39,771 9,375 3,901 1,285 824 73,234 9,139 23,372 4,834 (28,206) Finance receivables at fair value (including finance receivables of consolidated VIES of $11.8 million and $11.5 million, respectively) 11,011 1,490 12,501 Finance receivables held for sale, net (including finance receivables of consolidated VIES of $457.2 million and $305.9 million, respectively) 516,746 (13,200) 503,546 Intercompany finance receivable held for sale dealer discount (12,616) 12,616 Inventory 163,250 163,250 Beneficial interests in securitizations 4,485 4,485 Prepaid expenses and other current assets (including other current assets of consolidated VIES of $25.2 million and $11.7 million, respectively) 18,633 20,592 4,463 7,211 50,899 Total current assets 232,472 601,896 15,328 102,944 952,639 Finance receivables at fair value (including finance receivables of consolidated VIES of $329.6 million and $119.6 million, respectively) 228,471 110,253 (2,555) 336,169 Intercompany finance receivable at fair value dealer discount (1,994) 1,994 Property and equipment, net 19,150 4,629 353 24,132 Intangible assets, net 116,120 15,772 131,892 Operating lease right-of-use assets 7,063 7,063 Other assets (including other assets of consolidated VIES of $1.8 million and $0 million, Total assets 19,201 3,793 533 23,527 $ 270,823 $ 959,977 $ 125,581 $ 119,042 $ 1,475,422 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 18,908 $ Accrued expenses (including accrued expenses of consolidated VIES of $4.0 million and $1.5 Vehicle floorplan 36,858 7,641 14,801 $ $ 523 213 270 $ 26,762 52,452 151,178 151,178 Intercompany payable 5,839 1,505 (7,344) Warehouse credit facilities of consolidated VIES 421,268 421,268 Current portion of long-term debt (including current portion of securitization debt of consolidated MES at fair value of $163.5 million and $47.2 million, respectively) 126,951 45,459 172,410 Deferred revenue 14,013 12 14,025 Operating lease liabilities, current 7,912 825 8,737 Other current liabilities 8,580 1,394 9,974 Total current liabilities 243,287 574,385 45,982 (6,849) 856,806 Long-term debt, net of current portion (including securitization debt of consolidated VIES of $150.6 million and $32.6 million at fair value, respectively) 95,423 71,950 286,800 454,173 Deferred Tax Liability (23,855) 16,949 6,906 Operating lease liabilities, excluding current portion 18,222 6,961 25,183 Other long-term liabilities (including other long-term liabilities of consolidated VIES of $10.4 million and $7.4 million, respectively) 2,938 13,068 Total liabilities 240,593 706,785 1,103 119,035 17,109 286,857 1,353,271 Commitments and contingencies (Note 14) Stockholders' equity: Investment in subs 1,699,917 311,816 6,546 (2,018,279) Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2023 and 2022; 1,791,286 and 1,727,525 shares issued and outstanding as of December 31, 2023 and 2022, respectively Additional paid-in-capital Accumulated deficit Total stockholders' equity Total liabilities and stockholders' equity $ 3,679 (1,673,368) 30,228 270,823 $ (1) Due to the increased loss severity, UACC elected to waive monthly servicing fees related to the 2022-2 securitization transaction in the first quarter of 2023. The waiver of monthly servicing fees related to the 2022-2 securitization transaction resulted in consolidation of the related finance receivables and securitization debt in our financial statements. 1,475,422 (58,624) 253,192 959,977 $ 6,546 125,581 $ 2 2 2,084,701 (234,239) 2,088,381 (1,966,232) (167,815) 122,151 119,042 $ 11 V

 

uacc performance trends 0% 2% 1/1/2017 2/1/2017 3/1/2017 4/1/2017 10% CNL @ 12mo and Mix Adj DQ @4mo 4% %9 5/1/2017 6/1/2017 7/1/2017 3/1/2017 2017 8% 9/1/2017 10/1/2017 11/1/2017 12% 2018 14% 16% 31+ Day Delinquency and Cumulative Net Loss Covid Stimulus 34% Credit tightening 32% 12/1/2017 1/1/2018 2/1/2018 3/1/2018 4/1/2018 5/1/2018 6/1/2018 7/1/2018 8/1/2018 9/1/2018 10/1/2018 11/1/2018 12/1/2018 1/1/2019 2/1/2019 3/1/2019 4/1/2019 5/1/2019 6/1/2019 7/1/2019 8/1/2019 9/1/2019 10/1/2019 11/1/2019 12/1/2019 1/1/2020 2/1/2020 3/1/2020 4/1/2020 5/1/2020 6/1/2020 2019 2020 Cumulative Net Loss @ 12mo -Mix Adjusted Delinquency @ 4mo 7/1/2020 8/1/2020 9/1/2020 10/1/2020 11/1/2020 12/1/2020 1/1/2021 2/1/2021 3/1/2021 4/1/2021 5/1/2021 6/1/2021 7/1/2021 8/1/2021 9/1/2021 10/1/2021 2021 Cumulative Net Loss @ 48mo 11/1/2021 12/1/2021 1/1/2022 2/1/2022 3/1/2022 4/1/2022 5/1/2022 6/1/2022 7/1/2022 8/1/2022 9/1/2022 10/1/2022 11/1/2022 12/1/2022 1/1/2023 2/1/2023 W/1/2023 4/1/2023 2022 2002/4/9 2023 6/1/2023 7/1/2023 8/1/2023 9/1/2023 10/1/2023 10% 12% 30% 300 28% 26% 250 24% 22% 200 20% 150 18% 16% 100 14% 0 8% 50 50 Manheim US Used Vehicle Value Index • internal analytics suggest that 31+ day delinquency rate for 4 month seasoned pools is correlated with 12-month cumulative net loss rate, which is correlated to the 48-month cumulative net loss rate, which is correlated to the final cumulative net loss rate pre-2020, uacc realized a tight band of performance • • • • in 2020 and into 2021, covid related stimulus and used vehicle appreciation resulted in significantly lower delinquencies and subsequent losses in late 2022 and 2023, delinquencies and loss rates rose as a result of higher ltvs and used vehicle depreciation in late 2022 and early 2023, we implemented changes to our credit program, tightening credit, which has returned our delinquencies and expected portfolio performance on those vintages to normalized levels originations from mid-2021 to mid-2022 generally are concentrated in securitizations in which we sold residual certificates, reducing the credit risk for uacc earnings 2013 2014 2015 2016 early indications of impact of credit changes implemented in late 2022/early 2023 appear positive V 2017 12 2018 2019 2020 2021

 

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. We calculate Adjusted EBITDA as EBITDA adjusted to exclude severance costs, gain on debt extinguishment, goodwill impairment charge, realignment costs, acceleration of non-cash stock-based compensation, severe weather-related costs, long-lived asset impairments, and acquisition related costs. Changes in fair value of financial instruments can fluctuate significantly from period to period and were previously related primarily to historical finance receivables and debt that have been securitized, and were acquired on February 1, 2022 from UACC. As a result of current market conditions, the financial instruments related to the 2022-2 and 2023-1 securitization transactions are recognized on balance-sheet and accounted for under the fair value option. As a result, the majority of our finance receivables are now carried at fair value and a significant portion of the risk of loss associated with these finance receivables have been retained by UACC. We therefore have determined we will no longer make any adjustments for such fluctuations in fair value to our Adjusted EBITDA results. We have recast the prior periods presented to conform to current period presentation. We may account for future securitizations as on balance sheet transactions depending on market conditions. 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. 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: Three Months Ended Three Months Ended Three Months Ended December 31, September 30, June 30, Three Months Ended March 31, Three Months Ended December 31, Three Months Ended September 30, Three Months Ended Three Months Ended 2023 2023 2023 2023 2022 2022 June 30, 2022 March 31, 2022 Net loss Adjusted to exclude the following: Interest expense Interest income Provision (benefit) for income taxes Depreciation and amortization EBITDA Severance costs Gain on debt extinguishment Goodwill impairment charge Realignment costs Acceleration of non-cash stock-based compensation Hail storm costs Long-lived asset impairment charges $ (141,321) $ (82,857) $ (66,318) $ (in thousands) (75,044) $ 24,765 $ (51,127) $ (115,089) $ (310,459) 14,530 12,058 8,938 9,919 12,076 9,704 9,533 9,380 (4,789) (5,506) (4,921) (5,942) (6,372) (5,104) (3,935) (3,952) (303) 260 385 273 2,405 899 256 (23,240) 11,055 11,248 10,536 10,637 10,702 9,995 10,115 7,895 $ (120,828) $ (64,797) $ (51,380) $ (60,157) $ 43,576 $ (35,633) $ (99,120) $ (320,376) $ 48 $ 274 $ 2,277 $ 4,104 $ $ $ $ (18,238) (10,931) (8,709) (126,767) (37,917) — 201,703 2,253 3,243 9,529 2,439 47,396 2,353 1,352 3,679 2,127 Acquisition related costs 5,653 Other Adjusted EBITDA $ Non-recurring costs to address operational and customer experience issues $ (91,622) $ 3,247 $ (64,523) $ (56,329) $ (64,762) $ 32 $ 126 $ 659 $ Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues $ (88,375) $ (64,491) $ (56,203) $ (64,103) $ (74,820) $ 374 $ (74,446) $ (70,307) $ 15,785 $ Securitization gain $ $ $ $ $ Adjusted EBITDA excluding securitization gain $ (91,622) $ (64,523) $ (56,329) $ (64,762) $ (74,820) $ (54,522) $ (15,972) $ (86,279) $ (87,464) $ 8,274 $ (79,190) (113,020) 1,000 $ (112,020) $ (29,617) Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues $ (88,375) $ (64,491) $ (56,203) $ (64,103) $ (74,446) $ (70,494) $ (87,464) $ (79,190) $ (142,637) 14 (141,637) V

 

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 acquisition related costs, severance costs, non-recurring costs to address operational and customer experience issues, UACC selling, general & administrative expenses, realignment costs, acceleration of non-cash stock-based compensation, and other costs. 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: Acquisition related costs Severance costs Non-recurring costs to address operational and customer experience issues UACC selling, general & administrative expenses Realignment costs Acceleration of non-cash stock-based compensation Other Adjusted selling, general & administrative expenses Three Months Ended December 31, Three Months Ended September 30, Three Months Ended June 30, Three Months Ended March 31, Three Months Ended December 31, Three Months Ended Three Months Ended Three Months Ended September 30, June 30, March 31, 2023 2023 2023 2023 2022 2022 2022 2022 $ 77,579 $ 79,586 $ 86,955 $ (in thousands) 96,537 $ 90,760 134,643 152,990 187,994 5,653 48 274 2,277 4,104 3,248 20,790 32 126 18,186 20,351 659 25,327 1,867 15,785 8,274 1,000 19,108 18,012 16,646 10,557 187 2,439 2,226 6,122 2,127 $ 53,493 $ 61,094 $ 64,201 $ 66,447 $ 67,159 $ 98,620 $ 119,821 $ 170,784 15 V

 

uacc financial statements reconciliation to consolidated financials For year ended December 31, 2022 Dollars in thousands UACC standalone Predecessor UACC financial information January 1-January 31 Intercompany Slide 10 2022 Eliminations Vroom* Consolidated Total interest income Net interest income Securitization gain Credit losses EA 106,808 $ (14,199) $ (90) 92,519 95,362 (13,009) (90) 82,263 45,999 (410) 45,589 (41,875) 4,517 (5,064) (759) (43,181) Pre-tax net income/(loss) (12,729) (3,465) (6,204) (449,192) (471,590) - Depreciation expense (1,708) 147 (11,858) (13,419) - Amortization expense (19,073) (6,215) (25,288) - Non-recurring items 135,761 135,761 - Goodwill impairment - Interest expense - Interest income Adjusted EBITDA *Vroom balances are net of intercompany elminations (42,887) (158,816) (201,703) (7,049) 433 (34,077) (40,693) 849 18,514 19,363 EA 57,139 $ (4,045) $ (6,204) $ (392,501) $ (345,611) 16 V

 

Uacc financial statements reconciliation to consolidated financials For year ended December 31, 2023 Dollars in thousands UACC standalone financial information UACC Intercompany Slide 10 Eliminations Vroom* Consolidated Total interest income Net interest income Credit losses Pre-tax net income/(loss) - Depreciation expense - Amortization expense - Non-recurring items - Interest expense - Interest income EA 181,837 $ (1,312) $ 180,525 137,825 (1,312) 136,513 (76,709) (16,396) (15,184) (108,289) (41,169) (17,708) (306,048) (364,925) (1,856) (14,601) (16,457) (20,807) (6,213) (27,020) (19,926) (19,926) (21,595) (23,850) (45,445) 2,044 19,114 21,158 Adjusted EBITDA $ 1,044 $ (17,708) $ (260,572) $ (277,236) *Vroom balances are net of intercompany elminations 17 V

 

thank you 18 V

XML

Document and Entity Information	Mar. 13, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001580864
Document Type	8-K
Document Period End Date	Mar. 13, 2024
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