Group 1 - The article does not provide any relevant content regarding company or industry insights [1]

Financial Performance - The company reported a net loss from continuing operations of $27.1 million for the three months ended September 30, 2025, compared to a net loss of $37.7 million for the same period in 2024 [322]. - Adjusted net loss for the three months ended September 30, 2025, was $25.7 million, an improvement from $33.3 million in the prior year [322]. - The combined results for the nine months ended September 30, 2025, reflect a significant operational shift due to the emergence from the Prepackaged Chapter 11 Case, impacting comparability with prior periods [323]. - UACC's profitability is challenged by increased operating expenses and productivity issues, necessitating investments in IT systems and process improvements [328]. - The net loss from continuing operations for the three months ended September 30, 2025, was $27,142, a reduction of $10,602 or 28.1% from a loss of $37,744 in 2024 [344]. - Adjusted net loss increased by $5.9 million or 29.8% to $25.8 million for the three months ended September 30, 2025, from $19.9 million for the same period in 2024, primarily due to higher realized and unrealized losses and decreased interest income [370]. - Adjusted net income increased by $4.3 million or 120.4% to $0.7 million for the nine months ended September 30, 2025, compared to a loss of $3.6 million in the same period of 2024, mainly due to lower expenses [404]. Debt and Financing - The company issued $10.0 million aggregate principal amount of 5.00% unsecured Convertible Notes due 2030 on August 29, 2025 [292]. - The company emerged from the Prepackaged Chapter 11 Case on January 14, 2025, without any remaining long-term debt at the Vroom, Inc. level [295]. - As of September 30, 2025, UACC had three Warehouse Credit Facilities with an aggregate borrowing capacity of $600 million, expiring between June 2026 and August 2027, to support operational needs [331]. - UACC's outstanding borrowings related to Warehouse Credit Facilities were $269.8 million, with an aggregate borrowing limit of $600.0 million [427]. - UACC entered into a Risk Retention Financing Facility, with outstanding borrowings of $23.1 million as of September 30, 2025, and pledged $29.9 million of retained beneficial interests as collateral [424]. - The company has renewed multiple Warehouse Credit Facilities, with significant terms remaining unchanged, except for increased minimum liquidity covenants [426]. Revenue and Income - Interest income for the three months ended September 30, 2025, was $44,829, a decrease of $5,384 or 10.7% compared to $50,213 for the same period in 2024 [344]. - Total interest expense decreased by $2,032 or 13.2% to $13,315 for the three months ended September 30, 2025, down from $15,347 in 2024 [344]. - Noninterest income totaled $9,511 for the three months ended September 30, 2025, down $1,210 or 11.3% from $10,721 in 2024 [344]. - Total noninterest income for the nine months ended September 30, 2025, increased by $11,698 or 65.4% to $29,578 compared to $17,880 in 2024 [345]. - CarStory revenue decreased by $1.6 million or 53.4% to $1.3 million for the three months ended September 30, 2025, from $2.9 million for the same period in 2024, primarily due to the loss of a major customer [372]. - CarStory revenue decreased by $2.8 million or 31.5% to $6.0 million for the nine months ended September 30, 2025, from $8.8 million for the same period in 2024, primarily due to a change in service scope and loss of a major customer [401]. Operational Changes - The company aims to achieve pre-COVID Cumulative Net Losses (CNL) or lower, grow origination with pre-COVID CNL or lower, and lower operating costs as part of its long-term strategic plan [314]. - The company plans to enhance its lending program by using advanced models and analytics to predict losses and drive profitable growth [319]. - The company launched a native consumer mobile app in September 2024 to improve customer engagement and communication [319]. - The company has discontinued reporting through its Ecommerce and Wholesale segments, now organized into two reportable segments: UACC and CarStory [341]. - Seasonal trends indicate that used vehicle sales peak early in the year, influenced by income tax refunds, with increased funding activity during the first quarter [334]. Market Conditions - UACC's credit losses have been adversely affected by higher interest rates, inflation, and vehicle depreciation, leading to increased delinquency rates and losses for the nine months ended September 30, 2025 [327]. - The automotive finance market is experiencing volatility due to macroeconomic factors, including sustained inflation and fluctuating interest rates, impacting consumer sentiment and financing accessibility [335]. - The ongoing geopolitical conflicts and potential government shutdowns pose risks to capital access and overall business operations [338][339]. Cash Flow and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $12.4 million and restricted cash of $55.0 million [414]. - UACC anticipates that existing cash and cash equivalents, along with credit agreements, will support operations for at least the next twelve months [420]. - Net cash provided by operating activities from continuing operations increased to $50.6 million for the nine months ended September 30, 2025, compared to a net cash utilized of $(154.2) million for the same period in 2024 [430]. - Net cash flows from investing activities shifted from a net cash provided of $92.1 million in 2024 to $(81.8) million utilized in 2025, primarily due to a $319.7 million increase in originations of finance receivables held for investment [432]. - Net cash flows from financing activities increased to $22.4 million for the nine months ended September 30, 2025, up from $7.5 million in 2024 [433]. Asset Valuation and Intangibles - Identified intangible assets total $14.2 million, primarily consisting of technology, trade names, trademarks, and customer relationships, with significant assumptions including royalty rates and discount rates [448]. - The royalty rate for technology-based intangibles valued using the relief from royalty income approach is estimated at 5.0%, with a discount rate of 25% [450]. - Lease liabilities are measured as the present value of remaining lease payments, with incremental borrowing rates ranging from approximately 6.2% to 7.6% [451]. - Right of use asset values are estimated based on the corresponding lease liabilities [451].

HIGHLIGHTS OF THIRD QUARTER 2025 Tom Shortt, Chief Executive Officer of Vroom, said, "In the third quarter of 2025, our net loss and adjusted net loss decreased year-over-year, driven by our continued focus on our Long-Term Strategic Plan. During the third quarter, our team significantly improved our business intelligence engine and modernized our credit decision engine." Fresh Start Accounting As a result of emerging from a voluntary proceeding (the "Prepackaged Chapter 11 Case") under Chapter 11 of the Un ...

Core Insights - Vroom, Inc. reported a decrease in net loss and adjusted net loss year-over-year for Q3 2025, attributed to the implementation of its Long-Term Strategic Plan [5] - The company emerged from a voluntary Chapter 11 proceeding on January 14, 2025, applying fresh-start accounting, which significantly altered the valuation of its assets and liabilities [5][6] Financial Performance - Total available liquidity as of September 30, 2025, was $59.2 million, comprising $12.4 million in cash and cash equivalents, $11.8 million from warehouse credit facilities, and $35.0 million from a delayed draw facility [9] - The net loss from continuing operations for Q3 2025 was $(27.1) million, while the adjusted net loss was $(25.7) million [9] - Compared to the trailing twelve months ending September 30, 2024, there was a $94.3 million improvement in net loss and a $66.8 million improvement in adjusted net loss for the trailing twelve months ending September 30, 2025 [9] Income and Expenses - Interest income for Q3 2025 was $44.8 million, down from $50.2 million in Q3 2024, reflecting an 11.8% decrease [8][12] - Total interest expense decreased to $13.3 million from $15.3 million year-over-year, a reduction of 13.2% [8][12] - Total expenses for Q3 2025 were $24.8 million, significantly lower than $44.9 million in Q3 2024, marking a 38.5% decrease [10][12] Segment Performance - Noninterest income for Q3 2025 totaled $9.5 million, down from $10.7 million in Q3 2024, a decline of 11.3% [10] - CarStory revenue decreased to $1.3 million in Q3 2025 from $2.9 million in Q3 2024, representing a 53.4% decline [14] Stockholder Equity - As of September 30, 2025, stockholders' equity was reported at $126.6 million, with a tangible book value of $113.8 million [9]

Core Insights - Instacart has partnered with Vroom Delivery to integrate its Carrot Ads into Vroom's network of 3,500 convenience stores across the U.S. This partnership aims to enhance advertising capabilities for convenience retailers and provide advertisers access to a broader consumer base [1][2]. Group 1: Partnership Details - The collaboration allows over 7,500 brand advertisers within the Instacart Ads ecosystem to extend their campaigns to Vroom Delivery's convenience store network, facilitating product discovery and personalized recommendations [2]. - Vroom Delivery's CEO emphasized the importance of partnering with a company that possesses proven technology and expertise, highlighting the goal of making retail media accessible and scalable for convenience retailers of all sizes [3]. Group 2: Technology and Solutions - Instacart's Carrot Ads is designed to be an advanced retail media solution, providing intuitive self-service tools for campaign activation, optimization, and measurement on Instacart's ad platform [3]. - Currently, Instacart has over 240 partners utilizing the Carrot Ads solution, which helps monetize digital storefronts and other owned commerce channels [3]. Group 3: Company Background - Instacart operates with more than 1,800 retail partners, facilitating online shopping and delivery services from nearly 100,000 stores across North America [5]. - Vroom Delivery specializes in e-commerce for convenience and liquor stores, serving 3,500 stores and providing tools for retailers to compete in the evolving retail landscape [6].

Financial Performance - The company reported a net loss from continuing operations of $8.932 million for the three months ended June 30, 2025, compared to a net loss of $19.104 million for the same period in 2024 [330]. - Adjusted net loss for the three months ended June 30, 2025, was $6.729 million, an improvement from an adjusted net loss of $14.973 million in the prior year [330]. - The net loss from continuing operations was $8,932, an improvement of $10,172 or 53.2% compared to a loss of $19,104 in the previous year [356]. - Adjusted net loss decreased by $3.0 million or 35.6% to $(5.3) million for the three months ended June 30, 2025, from $(8.3) million for the same period in 2024 [384]. - Adjusted net loss was $12.1 million for the six months ended June 30, 2025, compared to a loss of $24.8 million for the same period in 2024, reflecting an improvement of $12.7 million or 51.3% [403]. Revenue and Income - Interest income for the three months ended June 30, 2025, was $45,748, a decrease of $6,114 or 11.8% compared to $51,862 in the same period of 2024 [356]. - Total noninterest income for the six months ended June 30, 2025, increased by $12,908 or 180.3% to $20,067 compared to $7,159 in 2024 [358]. - CarStory revenue decreased by $1.1 million or 36.6% to $1.8 million for the three months ended June 30, 2025, from $2.9 million for the same period in 2024, primarily due to the loss of a major customer [386]. - CarStory revenue decreased by $1.2 million or 20.7% to $4.7 million for the six months ended June 30, 2025, from $5.9 million for the same period in 2024 [423]. Expenses and Cost Management - Total expenses decreased significantly by $15,646 or 33.7% to $30,796 for the three months ended June 30, 2025, down from $46,442 in 2024 [356]. - Compensation and benefits decreased by $3.1 million or 15.1% to $17.4 million for the three months ended June 30, 2025, from $20.5 million for the same period in 2024 [378]. - Total expenses decreased by $13.5 million or 19.9% to $54.1 million for the six months ended June 30, 2025, from $67.6 million for the same period in 2024 [403]. - Compensation and benefits expense decreased by $5.8 million or 14.7% to $33.5 million for the six months ended June 30, 2025, from $39.3 million for the same period in 2024 [403]. Debt and Financing - Vroom, Inc. emerged from the Prepackaged Chapter 11 Case on January 14, 2025, with no remaining long-term debt at the company level [300][301]. - As of June 30, 2025, UACC had four Warehouse Credit Facilities with a total borrowing capacity of $400 million, which are crucial for financing operations and receivables [340]. - UACC's ability to access capital is critical, with recent decreases in advance rates on borrowings potentially impacting liquidity [341]. - UACC entered into a $25.0 million delayed draw term loan facility with Mudrick Capital Management, which holds a 76.5% stake in the company [441]. Market Conditions and Strategic Initiatives - The ongoing inflationary environment and rising interest rates have made vehicle financing more costly, affecting consumer demand [346]. - Geopolitical conflicts and trade restrictions could negatively impact the automotive industry, leading to decreased demand for financed motor vehicle contracts [348]. - The company aims to achieve pre-COVID cumulative net losses or lower, grow origination with pre-COVID cumulative net losses or lower, and lower operating costs as part of its long-term strategic plan [321][326]. - UACC aims to optimize its dealer network and expand offerings to a broader credit spectrum, including a pilot program for near-prime consumers [344]. Asset Management and Valuation - The company has a comprehensive used vehicle information database with over 246 million vehicle identification numbers (VINs) and 4 billion vehicle photos, enhancing its analytics capabilities [316]. - The identified intangible assets were valued at $14.2 million, primarily consisting of technology, trade names, trademarks, and customer relationships [477]. - Significant assumptions affecting the fair value of finance receivables included prepayment speed, default rate, and recovery rate, primarily based on historical performance [471]. - The company classified finance receivables in the 2024-1 CFE as Level 3 of the fair value hierarchy due to limited marketability [475]. Cash Flow and Liquidity - Net cash provided by operating activities from continuing operations increased by $155.4 million, from $(126.0) million for the six months ended June 30, 2024, to $29.4 million for the six months ended June 30, 2025 [457]. - UACC's cash and cash equivalents at the end of the period were $67.2 million, compared to $61.4 million at the beginning of the period [456]. - UACC's ability to utilize Warehouse Credit Facilities is conditioned on maintaining certain financial covenants, including minimum tangible net worth and liquidity levels [453].

[Executive Summary & Business Context](index=1&type=section&id=1.%20Executive%20Summary%20%26%20Business%20Context) Vroom reported reduced net loss in Q2 2025, applied fresh-start accounting post-Chapter 11, and now focuses on UACC and CarStory after discontinuing e-commerce [Second Quarter 2025 Highlights](index=1&type=section&id=1.1.%20Second%20Quarter%202025%20Highlights) Vroom reported a decrease in net loss and Adjusted net loss year-over-year for Q2 2025, driven by continued focus on operational execution, efficiency, and improved loan portfolio performance at UACC - CEO Tom Shortt stated that the decrease in net loss and Adjusted net loss year-over-year was driven by continued focus on operational execution, efficiency, and progress in loan portfolio performance at UACC[4](index=4&type=chunk) Consolidated Total Available Liquidity (as of June 30, 2025) | Metric | Amount (Millions) | | :-------------------------------- | :---------------- | | Cash and cash equivalents | $14.3 | | UACC warehouse credit facilities availability | $16.6 | | Line of credit secured by residual certificates | $25.0 | | **Total Available Liquidity** | **$55.9** | Key Financial Metrics (Three Months Ended June 30, 2025) | Metric | Amount (Millions) | | :-------------------------------- | :---------------- | | Net loss from continuing operations | ($8.9) | | Adjusted net loss | ($6.7) | | Stockholders' equity | $151.9 | | Tangible book value | $138.6 | [Fresh Start Accounting and Comparability](index=1&type=section&id=1.2.%20Fresh%20Start%20Accounting%20and%20Comparability) Vroom emerged from a voluntary Chapter 11 proceeding on January 14, 2025, leading to the application of fresh-start accounting, which impacts comparability of financial statements - Vroom emerged from a voluntary Prepackaged Chapter 11 Case on January 14, 2025 (the "Effective Date"), qualifying for **fresh-start accounting**[4](index=4&type=chunk) - Due to **fresh-start accounting**, assets and liabilities were recorded at estimated fair values, making condensed consolidated financial statements after the Effective Date ("Successor") not comparable with those on or before that date ("Predecessor")[4](index=4&type=chunk) - Non-GAAP Combined results for the six months ended June 30, 2025, are presented as the sum of Predecessor (Jan 1-Jan 14, 2025) and Successor (Jan 15-June 30, 2025) periods to provide a more meaningful comparison to prior periods, though these are not GAAP compliant[5](index=5&type=chunk)[20](index=20&type=chunk) [Company Overview and Strategic Direction](index=10&type=section&id=1.3.%20Company%20Overview%20and%20Strategic%20Direction) Vroom operates United Auto Credit Corporation (UACC), a leading indirect automotive lender, and CarStory, a provider of AI-powered analytics and digital services for automotive retail - Vroom owns and operates United Auto Credit Corporation (UACC), an indirect automotive lender, and CarStory, a leader in **AI-powered analytics** and digital services for automotive retail[24](index=24&type=chunk) - Pursuant to its Value Maximization Plan, Vroom discontinued its e-commerce operations and used vehicle dealership business prior to January 2024[24](index=24&type=chunk) [Consolidated Financial Discussion](index=2&type=section&id=2.%20Consolidated%20Financial%20Discussion) Vroom significantly reduced its net loss in Q2 2025 and achieved net income in H1 2025 (Non-GAAP Combined), primarily due to expense reductions and reorganization items [Three Months Ended June 30, 2025 (Successor vs. Predecessor)](index=2&type=section&id=2.1.%20Three%20Months%20Ended%20June%2030%2C%202025%20(Successor%20vs.%20Predecessor)) For Q2 2025, Vroom reported a significant reduction in net loss from continuing operations and total net loss compared to Q2 2024, driven by lower total expenses despite a decrease in net interest income Consolidated Net Loss (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :----------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Net loss from continuing operations | ($8.9) | ($19.1) | $10.2 | **53.2%** | | Net loss | ($8.5) | ($21.2) | $12.7 | **59.8%** | - Total expenses decreased by **$15.6 million** **(33.7%)** from **$46.4 million** in Q2 2024 to **$30.8 million** in Q2 2025[8](index=8&type=chunk) - Key expense reductions included compensation and benefits (down **$6.1 million**), depreciation and amortization (down **$6.5 million**), and interest expense on corporate debt (down **$0.9 million**)[8](index=8&type=chunk) - Net interest income decreased by **$4.3 million** **(11.6%)** from **$36.9 million** in Q2 2024 to **$32.6 million** in Q2 2025[8](index=8&type=chunk) [Six Months Ended June 30, 2025 (Non-GAAP Combined vs. Predecessor)](index=3&type=section&id=2.2.%20Six%20Months%20Ended%20June%2030%2C%202025%20(Non-GAAP%20Combined%20vs.%20Predecessor)) For the first half of 2025 (Non-GAAP Combined), Vroom reported a significant shift from a net loss to a net income, primarily driven by a substantial decrease in total expenses and a positive impact from reorganization items Consolidated Net Income (Loss) (Six Months Ended June 30) | Metric | H1 2025 (Non-GAAP Combined) (Millions) | H1 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------- | :-------------------------- | :-------------------- | :--------- | :--------- | | Net income (loss) | $30.2 | ($88.8) | $119.0 | **134.0%** | - Total expenses decreased by **$27.4 million** **(28.9%)** from **$94.7 million** in H1 2024 to **$67.4 million** in H1 2025[10](index=10&type=chunk) - Reorganization items, net, contributed **$51.0 million** in H1 2025[10](index=10&type=chunk) - Net interest income decreased by **$10.0 million** **(13.6%)** from **$73.6 million** in H1 2024 to **$63.6 million** in H1 2025[10](index=10&type=chunk) [Segment Results](index=3&type=section&id=3.%20Segment%20Results) All segments demonstrated improved financial performance, with UACC and CarStory reducing losses or achieving income, driven by expense reductions [UACC Segment](index=3&type=section&id=3.1.%20UACC%20Segment) The UACC segment showed a significant improvement in its adjusted net loss for both the three and six months ended June 30, 2025, primarily driven by substantial reductions in total expenses and a strong increase in warranties and GAP income [UACC Three Months Ended June 30, 2025](index=3&type=section&id=3.1.1.%20UACC%20Three%20Months%20Ended%20June%2030%2C%202025) UACC's adjusted net loss decreased significantly in Q2 2025 compared to Q2 2024, primarily due to a substantial reduction in total expenses, despite a decline in net interest income after losses and recoveries UACC Adjusted Net Loss (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------- | :------------------ | :------------------ | :--------- | :--------- | | Adjusted net loss | ($5.3) | ($8.3) | $3.0 | **35.6%** | - Net interest income after losses and recoveries decreased by **$6.1 million** **(34.5%)** from **$17.8 million** in Q2 2024 to **$11.7 million** in Q2 2025[11](index=11&type=chunk) - Total expenses decreased by **$8.0 million** **(24.2%)** from **$33.0 million** in Q2 2024 to **$25.0 million** in Q2 2025[11](index=11&type=chunk) - Warranties and GAP income, net, increased by **$2.0 million** **(124.0%)** from **$1.6 million** in Q2 2024 to **$3.7 million** in Q2 2025[11](index=11&type=chunk) [UACC Six Months Ended June 30, 2025 (Non-GAAP Combined)](index=5&type=section&id=3.1.2.%20UACC%20Six%20Months%20Ended%20June%2030%2C%202025%20(Non-GAAP%20Combined)) UACC's adjusted net loss for the first half of 2025 (Non-GAAP Combined) improved significantly year-over-year, driven by a substantial reduction in total expenses and a strong increase in warranties and GAP income UACC Adjusted Net Loss (Six Months Ended June 30) | Metric | H1 2025 (Non-GAAP Combined) (Millions) | H1 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------- | :-------------------------- | :-------------------- | :--------- | :--------- | | Adjusted net loss | ($12.1) | ($24.8) | $12.7 | **51.3%** | - Total expenses decreased by **$13.5 million** **(19.9%)** from **$67.6 million** in H1 2024 to **$54.1 million** in H1 2025[12](index=12&type=chunk) - Warranties and GAP income, net, increased by **$4.4 million** **(134.9%)** from **$3.3 million** in H1 2024 to **$7.6 million** in H1 2025[12](index=12&type=chunk) - Net interest income decreased by **$11.0 million** **(14.7%)** from **$74.6 million** in H1 2024 to **$63.7 million** in H1 2025[12](index=12&type=chunk) [CarStory Segment](index=6&type=section&id=3.2.%20CarStory%20Segment) The CarStory segment achieved an adjusted net income for both the three and six months ended June 30, 2025, marking a significant turnaround from losses in the prior year [CarStory Three Months Ended June 30, 2025](index=6&type=section&id=3.2.1.%20CarStory%20Three%20Months%20Ended%20June%2030%2C%202025) CarStory achieved an adjusted net income in Q2 2025, a significant turnaround from a net loss in Q2 2024, primarily due to a substantial reduction in total expenses, which offset a decline in CarStory revenue CarStory Adjusted Net Income (Loss) (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------------- | :------------------ | :------------------ | :--------- | :--------- | | Adjusted net income (loss) | $0.1 | ($1.1) | $1.2 | **111.6%** | - Total noninterest income decreased by **$1.2 million** **(39.4%)** from **$3.1 million** in Q2 2024 to **$1.9 million** in Q2 2025, mainly due to a drop in CarStory revenue[13](index=13&type=chunk) - Total expenses decreased by **$2.5 million** **(58.1%)** from **$4.2 million** in Q2 2024 to **$1.8 million** in Q2 2025[13](index=13&type=chunk) [CarStory Six Months Ended June 30, 2025 (Non-GAAP Combined)](index=6&type=section&id=3.2.2.%20CarStory%20Six%20Months%20Ended%20June%2030%2C%202025%20(Non-GAAP%20Combined)) CarStory's adjusted net income for the first half of 2025 (Non-GAAP Combined) showed a strong improvement, moving from a loss to a profit, driven by a significant reduction in total expenses despite a decrease in CarStory revenue CarStory Adjusted Net Income (Loss) (Six Months Ended June 30) | Metric | H1 2025 (Non-GAAP Combined) (Millions) | H1 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------------- | :-------------------------- | :-------------------- | :--------- | :--------- | | Adjusted net income (loss) | $0.8 | ($2.0) | $2.8 | **140.9%** | - Total noninterest income decreased by **$1.5 million** **(23.6%)** from **$6.3 million** in H1 2024 to **$4.8 million** in H1 2025[13](index=13&type=chunk) - Total expenses decreased by **$4.5 million** **(53.1%)** from **$8.4 million** in H1 2024 to **$4.0 million** in H1 2025[13](index=13&type=chunk) [Corporate Segment](index=7&type=section&id=3.3.%20Corporate%20Segment) The Corporate segment demonstrated significant financial improvement for both the three and six months ended June 30, 2025, primarily through substantial reductions in total expenses, including the elimination of corporate debt interest [Corporate Three Months Ended June 30, 2025](index=7&type=section&id=3.3.1.%20Corporate%20Three%20Months%20Ended%20June%2030%2C%202025) The Corporate segment significantly reduced its total expenses in Q2 2025 compared to Q2 2024, primarily due to the elimination of interest expense on corporate debt and substantial cuts in compensation and other expenses - Total expenses decreased by **$5.2 million** **(56.6%)** from **$9.2 million** in Q2 2024 to **$4.0 million** in Q2 2025[14](index=14&type=chunk) - Interest expense on corporate debt decreased by **$0.9 million** **(100.0%)** to **$0** in Q2 2025[14](index=14&type=chunk) - Compensation and benefits decreased by **$2.1 million** **(50.5%)** from **$4.2 million** in Q2 2024 to **$2.1 million** in Q2 2025[14](index=14&type=chunk) [Corporate Six Months Ended June 30, 2025 (Non-GAAP Combined)](index=7&type=section&id=3.3.2.%20Corporate%20Six%20Months%20Ended%20June%2030%2C%202025%20(Non-GAAP%20Combined)) The Corporate segment demonstrated a significant improvement in its financial performance for the first half of 2025 (Non-GAAP Combined), with a substantial reduction in total expenses and a positive shift in net interest income after losses and recoveries - Total expenses decreased by **$9.4 million** **(50.3%)** from **$18.7 million** in H1 2024 to **$9.3 million** in H1 2025[14](index=14&type=chunk) - Net interest income after losses and recoveries increased by **$7.0 million** **(218.8%)** from **($3.2) million** in H1 2024 to **$3.8 million** in H1 2025[14](index=14&type=chunk) - Warranties and GAP income (loss), net, increased by **$11.9 million** **(103.4%)** from **($11.5) million** in H1 2024 to **$0.4 million** in H1 2025[14](index=14&type=chunk) [Non-GAAP Financial Measures](index=8&type=section&id=4.%20Non-GAAP%20Financial%20Measures) Vroom uses non-GAAP measures like Adjusted net loss and total available liquidity to assess performance, providing reconciliations for Q2 and H1 2025 [Non-GAAP Measures Definitions and Limitations](index=8&type=section&id=4.1.%20Non-GAAP%20Measures%20Definitions%20and%20Limitations) Vroom utilizes non-GAAP measures such as Adjusted net income (loss), total available liquidity, and tangible book value to assess operating performance and for business planning - Vroom uses **Adjusted net income (loss)**, **total available liquidity**, and **tangible book value** as non-GAAP financial measures to evaluate operating performance and for business planning[15](index=15&type=chunk)[16](index=16&type=chunk) - These non-GAAP measures have limitations, as they do not reflect all amounts associated with GAAP results and may not be comparable to similarly titled measures of other companies[18](index=18&type=chunk) - **Tangible book value** is calculated as stockholders' equity minus intangible assets, while **total available liquidity** includes unrestricted cash, warehouse credit facility availability, and line of credit availability[17](index=17&type=chunk) [Adjusted Net Loss Reconciliation (Three Months)](index=9&type=section&id=4.2.%20Adjusted%20Net%20Loss%20Reconciliation%20(Three%20Months)) For Q2 2025, Vroom's Adjusted net loss was **($6.7) million**, an improvement from **($15.0) million** in Q2 2024, after adjusting the GAAP net loss from continuing operations for stock compensation and severance expenses Adjusted Net Loss Reconciliation (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | | :----------------------------------- | :------------------ | :------------------ | | Net loss from continuing operations | ($8.9) | ($19.1) | | Stock compensation expense | $1.8 | $2.4 | | Severance expense | $0.4 | $1.7 | | **Adjusted net loss** | **($6.7)** | **($15.0)** | [Adjusted Net Loss Reconciliation (Six Months)](index=10&type=section&id=4.3.%20Adjusted%20Net%20Loss%20Reconciliation%20(Six%20Months)) For the first half of 2025 (Non-GAAP Combined), Vroom's Adjusted net loss was **($13.4) million**, a significant improvement from **($55.6) million** in H1 2024, after adjusting for various items Adjusted Net Loss Reconciliation (Six Months Ended June 30) | Metric | H1 2025 (Non-GAAP Combined) (Millions) | H1 2024 (Predecessor) (Millions) | | :----------------------------------- | :-------------------------- | :-------------------- | | Net income (loss) from continuing operations | $29.7 | ($63.8) | | Stock compensation expense | $2.5 | $3.8 | | Severance expense | $0.4 | $1.7 | | Bankruptcy costs (post-emergence) | $0.9 | — | | Reorganization items, net | ($51.0) | — | | Impairment charges | $4.2 | $2.8 | | **Adjusted net loss** | **($13.4)** | **($55.6)** | [Consolidated Financial Statements](index=11&type=section&id=5.%20Consolidated%20Financial%20Statements) The consolidated financial statements reflect a stronger balance sheet, reduced net loss, and positive operating cash flow for H1 2025, influenced by fresh-start accounting [Consolidated Balance Sheets](index=11&type=section&id=5.1.%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Vroom's total assets decreased to **$979.8 million** from **$1,066.7 million** at December 31, 2024, while stockholders' equity shifted from a deficit to a positive balance Consolidated Balance Sheet Highlights (as of June 30, 2025 vs Dec 31, 2024) | Metric | June 30, 2025 (Successor) (Millions) | Dec 31, 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :-------------------------------- | :-------------------------- | :------------------------- | :--------- | :--------- | | Total assets | $979.8 | $1,066.7 | ($86.9) | **(8.2%)** | | Total liabilities | $827.8 | $1,097.6 | ($269.8) | **(24.6%)** | | Total stockholders' equity (deficit) | $151.9 | ($30.9) | $182.9 | **591.0%** | - Finance receivables at fair value increased to **$849.0 million** from **$503.8 million**, while finance receivables held for sale, net, decreased to **$0** from **$318.2 million**[28](index=28&type=chunk) - Intangible assets, net, decreased significantly to **$13.3 million** from **$104.9 million**[28](index=28&type=chunk) - Liabilities subject to compromise decreased to **$0** from **$291.6 million**[28](index=28&type=chunk) [Consolidated Statements of Operations](index=12&type=section&id=5.2.%20Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a significant reduction in net loss for both the three and six months ended June 30, 2025, compared to the prior year periods Consolidated Net Loss (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | | :----------------------------------- | :------------------ | :------------------ | | Net loss from continuing operations | ($8.9) | ($19.1) | | Total net loss | ($8.5) | ($21.2) | | Total expenses | $30.8 | $46.4 | Consolidated Net Income (Loss) (Six Months Ended June 30) | Metric | H1 2025 (Combined) (Millions) | H1 2024 (Predecessor) (Millions) | | :----------------------------------- | :----------------- | :-------------------- | | Net income (loss) from continuing operations | $29.7 | ($63.8) | | Total net income (loss) | $30.2 | ($88.8) | | Reorganization items, net | $51.0 | — | Net (Loss) Income Per Share (Six Months Ended June 30) | Metric | H1 2025 (Successor) | H1 2025 (Predecessor) | H1 2024 (Predecessor) | | :------------------------------------------------------------------------------------------------ | :------------------ | :-------------------- | :-------------------- | | Continuing operations (basic) | ($2.98) | $24.74 | ($35.49) | | Discontinued operations (basic) | $0.10 | ($0.00) | ($13.92) | | Total basic | ($2.88) | $24.74 | ($49.41) | [Consolidated Statements of Cash Flows](index=15&type=section&id=5.3.%20Consolidated%20Statements%20of%20Cash%20Flows) For the first half of 2025 (Successor/Predecessor Combined), Vroom generated positive net cash from operating activities, a significant improvement from a net cash outflow in the prior year Net Cash Flow Summary (Six Months Ended June 30) | Activity | H1 2025 (Successor) (Millions) | H1 2025 (Predecessor) (Millions) | H1 2024 (Predecessor) (Millions) | | :------------------------------------------ | :------------------ | :-------------------- | :-------------------- | | Net cash provided by (used in) operating activities | $34.5 | ($6.0) | ($43.2) | | Net cash (used in) provided by investing activities | ($66.3) | $3.0 | $76.9 | | Net cash provided by (used in) financing activities | $37.5 | ($13.9) | ($130.9) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $5.7 | ($16.9) | ($97.2) | - Cash paid for interest for the combined H1 2025 period was **$26.6 million** (**$22.1 million** Successor + **$4.5 million** Predecessor), compared to **$29.3 million** in H1 2024[38](index=38&type=chunk) [Additional Information](index=10&type=section&id=6.%20Additional%20Information) The report includes forward-looking statements subject to risks and provides contact information for investor relations [Forward-Looking Statements](index=10&type=section&id=6.1.%20Forward-Looking%20Statements) The press release contains forward-looking statements regarding future guidance, restructuring impacts, strategic initiatives, cost-savings, UACC's business, liquidity, and financial results - Statements in the press release regarding full year 2025 guidance, restructuring impact, strategic initiatives, cost-savings, UACC's business, available liquidity, and future financial results are considered **forward-looking**[25](index=25&type=chunk) - These statements are based on management's current assumptions and involve known and unknown risks, uncertainties, and other important factors that may cause actual results to differ materially[25](index=25&type=chunk) - Readers are advised to refer to the "Risk Factors" section in Vroom's Annual Report on Form 10-K for the year ended December 31, 2024, for factors that could cause actual results to differ[25](index=25&type=chunk) [Investor Relations](index=10&type=section&id=6.2.%20Investor%20Relations) Contact information for investor relations inquiries is provided - For investor relations, contact Jon Sandison at **investors@vroom.com**[26](index=26&type=chunk)

Core Insights - Vroom, Inc. reported a decrease in net loss and adjusted net loss year-over-year for Q2 2025, attributed to operational execution and improved loan portfolio performance at UACC [3][6]. Financial Performance - As of June 30, 2025, Vroom had total available liquidity of $55.9 million, comprising $14.3 million in cash and cash equivalents, $16.6 million from warehouse credit facilities, and $25.0 million from a line of credit [6]. - The net loss from continuing operations for Q2 2025 was $(8.9) million, while the adjusted net loss was $(6.7) million [6]. - Stockholders' equity stood at $151.9 million, with a tangible book value of $138.6 million as of June 30, 2025 [6]. Year-over-Year Comparisons - Interest income for Q2 2025 was $45.748 million, down from $51.862 million in Q2 2024, reflecting a decrease of 12.7% [8][10]. - Total interest expense decreased to $13.142 million from $14.981 million, a reduction of 12.3% [8][10]. - Net interest income after losses and recoveries fell to $11.684 million, down 34.5% from $17.826 million [10]. Operational Efficiency - Total expenses for Q2 2025 were $30.796 million, significantly lower than $46.442 million in Q2 2024, marking a decrease of 24.2% [10]. - Compensation and benefits expenses decreased by 15.1% to $21.091 million from $27.176 million [10]. - Depreciation and amortization expenses dropped dramatically by 88.8% to $628,000 from $5.630 million [10]. Segment Performance - Noninterest income for Q2 2025 totaled $8.817 million, slightly down from $9.019 million in Q2 2024 [10]. - CarStory revenue decreased by 36.6% to $1.846 million from $2.913 million [13]. - Warranties and GAP income increased significantly by 124.0% to $3.673 million from $1.640 million [10].

Financial Data and Key Metrics Changes - The meeting confirmed the election of directors and the ratification of the independent auditor for the year ended December 31, 2025, indicating stable governance and oversight [10] - The advisory resolution on executive compensation was approved, reflecting shareholder support for management's compensation structure [10] Business Line Data and Key Metrics Changes - No specific financial data or metrics related to individual business lines were discussed during the meeting [12][13] Market Data and Key Metrics Changes - No specific market data or metrics were provided in the meeting [12][13] Company Strategy and Development Direction and Industry Competition - The meeting did not delve into specific strategic initiatives or competitive positioning within the industry [12][13] Management's Comments on Operating Environment and Future Outlook - Management did not provide comments on the operating environment or future outlook during the meeting [12][13] Other Important Information - The meeting was conducted virtually, allowing stockholders to vote and submit questions through a web portal [5][12] - A quorum was confirmed, ensuring that the meeting was valid for conducting business [6] Q&A Session Summary - No questions were submitted during the Q&A session, leading to a prompt conclusion of the meeting [12][13]

Part I - Financial Information [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2025 financials reflect its emergence from bankruptcy and adoption of fresh start accounting, making comparisons to prior periods difficult [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows positive stockholders' equity of $158.6 million post-reorganization, driven by the elimination of $291.6 million in compromised liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 (Successor) | December 31, 2024 (Predecessor) | | :--- | :--- | :--- | | **Total Assets** | **$989,956** | **$1,066,696** | | Cash and cash equivalents | $14,565 | $29,343 | | Finance receivables at fair value | $858,200 | $503,848 | | Finance receivables held for sale, net | $0 | $318,192 | | **Total Liabilities** | **$831,329** | **$1,097,641** | | Warehouse credit facilities | $114,187 | $359,912 | | Long-term debt | $655,430 | $381,366 | | Liabilities subject to compromise | $0 | $291,577 | | **Total Stockholders' Equity (Deficit)** | **$158,627** | **$(30,945)** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a significantly reduced net loss from continuing operations in the post-bankruptcy period, aided by a large one-time reorganization gain Statement of Operations Summary (in thousands) | Metric | Jan 15 - Mar 31, 2025 (Successor) | Jan 1 - Jan 14, 2025 (Predecessor) | Three Months Ended Mar 31, 2024 (Predecessor) | | :--- | :--- | :--- | :--- | | Net interest income | $25,991 | $4,988 | $36,737 | | Total noninterest income (loss) | $10,206 | $1,044 | $(1,860) | | Total expenses | $31,397 | $5,181 | $48,298 | | Reorganization items, net | $0 | $51,036 | $0 | | **Net (loss) income from continuing operations** | **$(6,450)** | **$45,090** | **$(44,676)** | | Net income (loss) from discontinued operations | $99 | $(4) | $(22,941) | | **Net (loss) income** | **$(6,351)** | **$45,086** | **$(67,617)** | Net (Loss) Income Per Share (Diluted) | Metric | Jan 15 - Mar 31, 2025 (Successor) | Jan 1 - Jan 14, 2025 (Predecessor) | Three Months Ended Mar 31, 2024 (Predecessor) | | :--- | :--- | :--- | :--- | | Continuing operations | $(1.25) | $23.89 | $(24.90) | | Discontinued operations | $0.02 | $(0.00) | $(12.79) | | **Diluted EPS** | **$(1.23)** | **$23.89** | **$(37.68)** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow turned positive to $17.3 million in the post-bankruptcy period, mainly due to changes in accounting for finance receivables Cash Flow Summary - Continuing Operations (in thousands) | Cash Flow Activity | Jan 15 - Mar 31, 2025 (Successor) | Jan 1 - Jan 14, 2025 (Predecessor) | Three Months Ended Mar 31, 2024 (Predecessor) | | :--- | :--- | :--- | :--- | | Net cash from Operating Activities | $17,289 | $(5,804) | $(75,043) | | Net cash from Investing Activities | $(48,334) | $2,981 | $35,324 | | Net cash from Financing Activities | $36,987 | $(13,898) | $18,670 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the wind-down of the e-commerce business, emergence from Chapter 11, adoption of fresh start accounting, and new debt facilities - The company's e-commerce and used vehicle dealership business wind-down was **substantially completed on March 29, 2024**, and is now reported as a discontinued operation[33](index=33&type=chunk)[34](index=34&type=chunk) - Vroom emerged from its Prepackaged Chapter 11 Case on January 14, 2025, adopting **fresh start accounting**, which makes financial statements before and after this date not comparable[38](index=38&type=chunk)[43](index=43&type=chunk) - As part of the reorganization, all outstanding obligations under the Convertible Senior Notes (approx **$291.7 million**) were fully satisfied and discharged in exchange for new common stock[135](index=135&type=chunk)[155](index=155&type=chunk)[183](index=183&type=chunk) - In March 2025, UACC completed a securitization transaction (2025-1), selling approximately **$307.8 million** of asset-backed securities[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the successful Chapter 11 emergence, its strategic focus on UACC and CarStory, and improved Q1 2025 non-GAAP results - The company emerged from its Prepackaged Chapter 11 Case on January 14, 2025, eliminating long-term debt at the Vroom, Inc level and **re-listing on the Nasdaq Global Market** on February 20, 2025[284](index=284&type=chunk)[285](index=285&type=chunk) - The long-term strategic plan focuses on four initiatives: building a world-class lending program, enhancing sales and marketing, and achieving operational excellence[307](index=307&type=chunk) - As of March 31, 2025, the company had **$14.6 million in cash** and cash equivalents, $53.0 million in restricted cash, and access to a new **$25.0 million delayed draw term loan facility**[379](index=379&type=chunk)[382](index=382&type=chunk) Reconciliation of Net Loss to Adjusted Net Loss (in thousands) | | Three Months Ended Mar 31, 2025 (Combined Non-GAAP) | Three Months Ended Mar 31, 2024 (Predecessor) | | :--- | :--- | :--- | | Net (loss) income from continuing operations | $38,640 | $(44,676) | | Stock compensation expense | $635 | $1,324 | | Severance expense | $25 | $0 | | Bankruptcy costs (post-emergence) | $913 | $0 | | Reorganization items, net | $(51,036) | $0 | | Impairment charges | $4,156 | $2,752 | | **Adjusted net loss** | **$(6,667)** | **$(40,600)** | [Quantitative and Qualitative Disclosure About Market Risk](index=76&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a smaller reporting company, Vroom is not required to provide market risk disclosures - Vroom, Inc is classified as a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[419](index=419&type=chunk) [Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were effective as of March 31, 2025, with new controls added for fresh start accounting - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were **effective at the reasonable assurance level**[422](index=422&type=chunk) - In Q1 2025, the company established **new controls over the application of fresh start accounting** following its emergence from the Prepackaged Chapter 11 Case[423](index=423&type=chunk) Part II - Other Information [Legal Proceedings](index=77&type=section&id=Item%201.%20Legal%20Proceedings) The company reports the dismissal of a securities class action lawsuit and related derivative suits, alongside its Chapter 11 emergence - On March 19, 2025, the court granted Vroom's motion to **dismiss all claims** in the *In re: Vroom, Inc Securities Litigation* class action lawsuit[205](index=205&type=chunk)[429](index=429&type=chunk) - Related shareholder derivative lawsuits filed in New York and Delaware have been **voluntarily dismissed** by the plaintiffs and the cases have been closed[206](index=206&type=chunk)[207](index=207&type=chunk)[430](index=430&type=chunk) - The company **emerged from its Prepackaged Chapter 11 Case** on January 14, 2025, after the court confirmed its plan of reorganization[428](index=428&type=chunk) [Risk Factors](index=78&type=section&id=Item%201A.%20Risk%20Factors) No material changes have been made to the risk factors disclosed in the company's 2024 Annual Report on Form 10-K - There have been **no material changes** to the company's risk factors as described in its Annual Report on Form 10-K for the year ended December 31, 2024[435](index=435&type=chunk) [Other Information](index=78&type=section&id=Item%205.%20Other%20Information) The company announced a leadership transition, with Agnieszka Zakowicz stepping down as CFO to be succeeded by Jon Sandison - Effective May 15, 2025, Agnieszka Zakowicz will **cease her service as Chief Financial Officer**[439](index=439&type=chunk) - Jon Sandison, current CFO of UACC, will **succeed Ms Zakowicz as the company's Chief Financial Officer**, with a new annual base salary of $400,000[440](index=440&type=chunk)[443](index=443&type=chunk) - Jacob Benzaquen will be promoted to **Senior Vice President Accounting and principal accounting officer**, with an annual base salary of $300,000[441](index=441&type=chunk)[447](index=447&type=chunk) [Exhibits](index=80&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements related to reorganization and executive compensation