[Executive Summary & Q1 2025 Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Q1%202025%20Highlights) [CEO & CFO Commentary](index=1&type=section&id=CEO%20%26%20CFO%20Commentary) Vroom's CEO highlighted a sequential and year-over-year decrease in net loss and Adjusted net loss for Q1 2025, attributed to improved loan portfolio performance at UACC, while UACC's CFO noted successful securitization, extended warehouse capacity, and a new line of credit, strengthening liquidity - **Net loss** and **Adjusted net loss** decreased sequentially and year-over-year in Q1 2025, driven by improved loan portfolio performance at UACC[4](index=4&type=chunk) - UACC completed its 17th securitization transaction and extended **$400 million** of warehouse capacity[4](index=4&type=chunk) - A new **$25 million** line of credit backed by residual interests was established, boosting liquidity[4](index=4&type=chunk) [Key Financial & Operational Highlights](index=1&type=section&id=Key%20Financial%20%26%20Operational%20Highlights) Vroom reported **$66.9 million** in consolidated total available liquidity as of March 31, 2025, including **$14.6 million** in cash, and completed a recapitalization of unsecured convertible senior notes, eliminating long-term debt at Vroom, Inc., and significantly improving stockholders' equity to **$158.6 million** Key Financial & Operational Highlights (as of March 31, 2025) | Metric | Value | | :-------------------------------- | :----------------------------- | | Consolidated Total Available Liquidity | $66.9 million | | Cash and Cash Equivalents | $14.6 million | | Liquidity from Warehouse Credit Facilities | $27.3 million | | Liquidity from Line of Credit | $25.0 million | | Stockholders' Equity | $158.6 million | | Tangible Book Value | $144.8 million | - Net income (loss) from continuing operations for the period January 15 - March 31, 2025, was **$(6.5) million**, while for January 1 - January 15, 2025, it was **$45.1 million**[5](index=5&type=chunk) - Adjusted net income (loss) for the combined three months ended March 31, 2025, was **$(6.7) million**[5](index=5&type=chunk) - Recapitalization of unsecured convertible senior notes completed on January 14, 2025, eliminated long-term debt at Vroom, Inc., and strengthened the balance sheet[5](index=5&type=chunk) - UACC closed its 17th securitization transaction on March 12, 2025, issuing **$324.0 million** of fixed-rate asset-backed notes[5](index=5&type=chunk) [Basis of Presentation: Fresh Start Accounting & Non-GAAP Measures](index=2&type=section&id=Basis%20of%20Presentation%3A%20Fresh%20Start%20Accounting%20%26%20Non-GAAP%20Measures) [Fresh Start Accounting](index=2&type=section&id=Fresh%20Start%20Accounting) Vroom emerged from Chapter 11 on January 14, 2025, triggering fresh-start accounting, which recorded assets and liabilities at fair values, making financial statements after this date (Successor period) not directly comparable to prior periods (Predecessor period) - Vroom emerged from Chapter 11 on **January 14, 2025**, leading to the application of fresh-start accounting[6](index=6&type=chunk) - Assets and liabilities were recorded at estimated fair values, making financial statements after **January 14, 2025** (Successor) not comparable to those before (Predecessor)[6](index=6&type=chunk) [Non-GAAP Financial Measures](index=6&type=section&id=Non-GAAP%20Financial%20Measures) Vroom uses non-GAAP financial measures like Adjusted net income (loss) and tangible book value to provide additional insights into operating performance, acknowledging their limitations due to fresh-start accounting and reorganization events, which challenge direct comparisons to prior GAAP periods - **Adjusted net income (loss)** and **tangible book value** are key non-GAAP measures used to evaluate operating performance and leverage[14](index=14&type=chunk) - These non-GAAP measures have limitations and may not be comparable to similarly titled measures from other companies[15](index=15&type=chunk) [Adjusted Net Income (Loss) Definition](index=7&type=section&id=Adjusted%20Net%20Income%20%28Loss%29%20Definition) Adjusted net income (loss) is calculated as net income (loss) from continuing operations, adjusted for stock compensation, severance, bankruptcy costs, reorganization items, operating lease ROU asset impairment, and long-lived asset impairment charges[18](index=18&type=chunk) [Tangible Book Value Definition](index=6&type=section&id=Tangible%20Book%20Value%20Definition) Tangible book value is calculated as stockholders' equity minus intangible assets[16](index=16&type=chunk) [Non-GAAP Combined Results Explanation](index=2&type=section&id=Non-GAAP%20Combined%20Results%20Explanation) The 'Combined' results for Q1 2025 sum the Predecessor period (Jan 1-14, 2025) and Successor period (Jan 15-Mar 31, 2025) to provide a more meaningful comparison to prior periods, despite not being GAAP-compliant[7](index=7&type=chunk)[17](index=17&type=chunk) - Combined operating results do not reflect actual results absent the Chapter 11 emergence and are not necessarily indicative of future results[7](index=7&type=chunk)[17](index=17&type=chunk) [First Quarter 2025 Financial Discussion](index=3&type=section&id=First%20Quarter%202025%20Financial%20Discussion) [Consolidated Financial Results](index=3&type=section&id=Consolidated%20Financial%20Results) For the combined three months ended March 31, 2025, Vroom reported a net income of **$38.7 million**, a significant improvement from a net loss of **$(67.6) million** in Q1 2024, driven by increased noninterest income and reduced total expenses, despite a decline in net interest income Consolidated Financial Performance (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----------------- | :------------------ | :--------- | :--------- | | Interest income | $44,340 | $51,077 | $(6,737) | -13.2% | | Total interest expense | $13,361 | $14,340 | $(979) | -6.8% | | Net interest income | $30,979 | $36,737 | $(5,758) | -15.7% | | Realized & unrealized losses, net of recoveries | $17,892 | $30,819 | $(12,927) | -41.9% | | Net interest income (loss) after losses & recoveries | $13,087 | $5,918 | $7,169 | 121.1% | | Total noninterest income (loss) | $11,250 | $(1,860) | $13,110 | -704.8% | | Total expenses | $36,578 | $48,298 | $(11,720) | -24.3% | | Net income (loss) from continuing operations | $38,640 | $(44,676) | $83,316 | -186.5% | | Net income (loss) | $38,735 | $(67,617) | $106,352 | -157.3% | Adjusted Net Loss Reconciliation (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | | :------------------------------------------ | :----------------- | :------------------ | | Net income (loss) 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)** | **$(40,600)** | [Results by Segment](index=4&type=section&id=Results%20by%20Segment) Segment results show UACC's net interest income after losses and recoveries increased by **13.5%** year-over-year, CarStory's Adjusted net income significantly improved by **175.1%**, and Corporate expenses saw a substantial reduction, contributing to overall financial improvements [UACC Segment](index=4&type=section&id=UACC%20Segment) UACC Financial Performance (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----------------- | :------------------ | :--------- | :--------- | | Interest income | $44,411 | $51,541 | $(7,130) | -13.8% | | Total interest expense | $13,361 | $14,340 | $(979) | -6.8% | | Net interest income | $31,050 | $37,201 | $(6,151) | -16.5% | | Realized & unrealized losses, net of recoveries | $20,338 | $27,761 | $(7,423) | -26.7% | | Net interest income (loss) after losses & recoveries | $10,712 | $9,439 | $1,273 | 13.5% | | Total noninterest income | $7,708 | $6,099 | $1,609 | 26.4% | | Total expenses | $29,058 | $34,529 | $(5,471) | -15.8% | | Adjusted net income (loss) | $(6,744) | $(16,506) | $9,762 | 59.1% | - UACC's Net interest income (loss) after losses and recoveries increased by **13.5%** year-over-year[11](index=11&type=chunk) - Total noninterest income for UACC grew by **26.4%**, primarily driven by a **146.0%** increase in Warranties and GAP income, net[11](index=11&type=chunk) [CarStory Segment](index=5&type=section&id=CarStory%20Segment) CarStory Financial Performance (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----------------- | :------------------ | :--------- | :--------- | | CarStory revenue | $2,824 | $2,979 | $(155) | -5.2% | | Total noninterest income | $2,899 | $3,152 | $(253) | -8.0% | | Total expenses | $2,195 | $4,226 | $(2,031) | -48.1% | | Adjusted net income (loss) | $686 | $(913) | $1,599 | 175.1% | - CarStory's Adjusted net income (loss) improved significantly, moving from a loss of **$(913) thousand** in Q1 2024 to a profit of **$686 thousand** in Q1 2025, a **175.1%** increase[12](index=12&type=chunk) - Total expenses for CarStory decreased by **48.1%** year-over-year, largely due to reductions in compensation and benefits, professional fees, and depreciation and amortization[12](index=12&type=chunk) [Corporate Segment](index=6&type=section&id=Corporate%20Segment) Corporate Financial Performance (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----------------- | :------------------ | :--------- | :--------- | | Net interest income (loss) after losses & recoveries | $2,375 | $(3,521) | $5,896 | 170.0% | | Total noninterest income | $643 | $(11,111) | $11,754 | 105.8% | | Total expenses | $5,325 | $9,544 | $(4,219) | -44.2% | - Corporate segment's total expenses decreased by **44.2%** year-over-year, driven by reductions in compensation and benefits, software and IT costs, and other expenses[13](index=13&type=chunk) - Net interest income (loss) after losses and recoveries for Corporate improved significantly by **170.0%**[13](index=13&type=chunk) [Financial Outlook](index=8&type=section&id=Financial%20Outlook) Vroom provided its full year 2025 financial outlook, projecting an Adjusted net income (loss) between **$(30) million** and **$(45) million**, year-end total available liquidity of **$35 million** to **$50 million**, and indirect origination volume between **$460 million** and **$490 million** Full Year 2025 Financial Outlook | Metric | Range | | :-------------------------- | :-------------------- | | Adjusted net income (loss) | $(30) - $(45) million | | Year-end total available liquidity | $35 - $50 million | | Indirect origination volume | $460 - $490 million | - The financial estimates are forward-looking statements and subject to substantial uncertainty[22](index=22&type=chunk) [Company Overview](index=9&type=section&id=Company%20Overview) [About Vroom](index=9&type=section&id=About%20Vroom) Vroom, Inc. operates United Auto Credit Corporation (UACC), a leading indirect automotive lender, and CarStory, which provides AI-powered analytics for automotive retail, having discontinued its e-commerce and used vehicle dealership operations as part of its Value Maximization Plan prior to January 2024 - Vroom owns and operates United Auto Credit Corporation (UACC), an indirect automotive lender[25](index=25&type=chunk) - Vroom also operates CarStory, a provider of AI-powered analytics and digital services for automotive retail[25](index=25&type=chunk) - Prior to **January 2024**, Vroom discontinued its e-commerce and used vehicle dealership business as part of its Value Maximization Plan[25](index=25&type=chunk) [Forward-Looking Statements](index=9&type=section&id=Forward-Looking%20Statements) The press release contains forward-looking statements regarding Vroom's future performance, strategic initiatives, and financial position, which are based on current assumptions and involve known and unknown risks and uncertainties that could cause actual results to differ materially - Statements regarding full year 2025 guidance, restructuring impact, strategic initiatives, cost-savings, UACC's business, liquidity, and future financial results are forward-looking[26](index=26&type=chunk) - These statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially[26](index=26&type=chunk) - Vroom undertakes no obligation to update forward-looking statements[26](index=26&type=chunk) [Consolidated Financial Statements](index=10&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Balance Sheets](index=10&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, Vroom's total assets decreased to **$989.9 million** from **$1,066.7 million** at December 31, 2024, while stockholders' equity significantly improved from a deficit of **$(30.9) million** to a positive **$158.6 million**, primarily due to recapitalization and fresh-start accounting adjustments Consolidated Balance Sheet Highlights (in thousands) | Metric | As of March 31, 2025 | As of December 31, 2024 | | :------------------------------------------ | :------------------- | :---------------------- | | Cash and cash equivalents | $14,565 | $29,343 | | Finance receivables at fair value | $858,200 | $503,848 | | Intangible assets, net | $13,796 | $104,869 | | Total assets | $989,956 | $1,066,696 | | Warehouse credit facilities of consolidated VIEs | $114,187 | $359,912 | | Long-term debt | $655,430 | $381,366 | | Liabilities subject to compromise | $0 | $291,577 | | Total liabilities | $831,329 | $1,097,641 | | Total stockholders' equity (deficit) | $158,627 | $(30,945) | - Total assets decreased by approximately **$76.7 million** from December 31, 2024, to March 31, 2025[29](index=29&type=chunk) - Stockholders' equity improved substantially from a deficit of **$(30.9) million** to a positive **$158.6 million**, reflecting the recapitalization and fresh-start accounting[29](index=29&type=chunk) [Consolidated Statements of Operations](index=11&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a net income of **$38.7 million** for the combined Q1 2025, a significant turnaround from a net loss of **$(67.6) million** in Q1 2024, driven by a substantial increase in noninterest income and a reduction in total expenses, despite a decrease in net interest income Consolidated Statements of Operations Highlights (in thousands) | Metric | Successor (Jan 15 - Mar 31, 2025) | Predecessor (Jan 1 - Jan 14, 2025) | Predecessor (Q1 2024) | | :------------------------------------------ | :-------------------------------- | :--------------------------------- | :-------------------- | | Interest income | $37,157 | $7,183 | $51,077 | | Net interest income | $25,991 | $4,988 | $36,737 | | Net interest income (loss) after losses & recoveries | $14,891 | $(1,804) | $5,918 | | Total noninterest income (loss) | $10,206 | $1,044 | $(1,860) | | Total expenses | $31,397 | $5,181 | $48,298 | | Net income (loss) from continuing operations | $(6,450) | $45,090 | $(44,676) | | Net income (loss) | $(6,351) | $45,086 | $(67,617) | Net Income (Loss) Per Share (Basic) | Metric | Successor (Jan 15 - Mar 31, 2025) | Predecessor (Jan 1 - Jan 14, 2025) | Predecessor (Q1 2024) | | :------------------------------------------ | :-------------------------------- | :--------------------------------- | :-------------------- | | Continuing operations | $(1.25) | $24.74 | $(24.90) | | Discontinued operations | $0.02 | $(0.00) | $(12.79) | | Basic | $(1.23) | $24.74 | $(37.68) | [Consolidated Statements of Cash Flows](index=13&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the Successor period (Jan 15 - Mar 31, 2025), net cash provided by operating activities was **$16.8 million**, while investing activities used **$47.7 million**, and financing activities provided **$37.0 million**, resulting in an overall increase of **$6.1 million** in cash, cash equivalents, and restricted cash during this period Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Successor (Jan 15 - Mar 31, 2025) | Predecessor (Jan 1 - Jan 14, 2025) | Predecessor (Q1 2024) | | :------------------------------------------ | :-------------------------------- | :--------------------------------- | :-------------------- | | Net cash provided by (used in) operating activities | $16,837 | $(6,011) | $23,124 | | Net cash (used in) provided by investing activities | $(47,697) | $2,981 | $41,071 | | Net cash provided by (used in) financing activities | $36,987 | $(13,898) | $(132,508) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $6,127 | $(16,928) | $(68,313) | | Cash, cash equivalents and restricted cash at end of period | $67,568 | $61,441 | $140,506 | - Cash paid for interest in the Successor period was **$9.2 million**, and for reorganization items, net, was **$0**[36](index=36&type=chunk)

Part I [Business](index=8&type=section&id=Item%201.%20Business) Vroom now focuses on its UACC auto finance and CarStory analytics subsidiaries after ceasing ecommerce operations - On January 22, 2024, Vroom announced the wind-down of its used vehicle ecommerce operations to preserve liquidity and focus on its UACC and CarStory businesses[29](index=29&type=chunk) - The company commenced and emerged from a prepackaged Chapter 11 bankruptcy case between November 2024 and January 2025, which discharged approximately **$290 million in debt** and cancelled previous equity interests[24](index=24&type=chunk)[30](index=30&type=chunk) - The company's common stock was relisted on the Nasdaq Global Market under the ticker **"VRM"** on February 20, 2025, after being suspended due to the bankruptcy filing[25](index=25&type=chunk) - The core operating businesses are now United Auto Credit Corporation (UACC), an automotive finance company, and CarStory, LLC, an AI-powered analytics platform[28](index=28&type=chunk) - As of December 31, 2024, UACC serviced a portfolio of approximately 78,000 retail installment sales contracts with an aggregate principal balance of **$1.0 billion**[33](index=33&type=chunk) [UACC Business Operations](index=9&type=section&id=UACC) UACC is a non-prime indirect auto lender that funds operations through warehouse facilities and securitizations - UACC offers four main lending programs: Preferred (standard non-prime), Bankruptcy, Commercial, and a newer Near Prime program for applicants with a **minimum FICO of 600**[37](index=37&type=chunk)[43](index=43&type=chunk) - UACC's funding model relies on pledging retail installment contracts to warehouse credit facilities and then selling them to third-party investors via private securitization transactions[49](index=49&type=chunk)[52](index=52&type=chunk) - The company competes with national and regional finance companies, banks, and credit unions, many of which have greater financial resources and access to lower-cost capital[53](index=53&type=chunk) [CarStory Business Operations](index=15&type=section&id=CarStory) CarStory provides AI-powered analytics and vehicle valuation services to the automotive industry - CarStory's database includes data for an estimated **90% of U.S. consumer vehicles**, aggregating information from over 3.5 million unique VINs listed for sale daily[58](index=58&type=chunk) - The platform's patented neural-net algorithm provides a highly accurate market price, the "CarStory Real Market Price," which accounts for local market dynamics and dealer performance[59](index=59&type=chunk) [Long-Term Strategic Plan](index=17&type=section&id=Long-Term%20Strategic%20Plan) The company's strategy focuses on returning UACC to profitability by reducing losses and growing originations - Key objectives are to achieve pre-COVID Cumulative Net Losses (CNL), grow originations with low CNL, and lower operating costs[64](index=64&type=chunk) - Strategic initiatives include building world-class lending and sales programs, and achieving operational excellence in originations and servicing by leveraging advanced analytics and AI[64](index=64&type=chunk)[65](index=65&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to its bankruptcy emergence, liquidity, credit losses, and competition - The recent emergence from the Prepackaged Chapter 11 Case could adversely affect business relationships, and historical financial information is not indicative of future performance due to a significantly altered capital structure and the adoption of fresh start accounting[88](index=88&type=chunk)[91](index=91&type=chunk) - There are significant risks associated with the discontinuance of the ecommerce operations, including incurring additional charges, potential disruption to remaining businesses, and exposure to contingent liabilities[94](index=94&type=chunk)[96](index=96&type=chunk) - UACC is experiencing **increasing credit losses** on its automotive finance receivables, driven by economic conditions[126](index=126&type=chunk) - The company's ability to operate depends on UACC's access to funding, primarily through its Warehouse Credit Facilities, which require renewal in 2025, and its ability to execute securitization transactions on favorable terms[99](index=99&type=chunk)[137](index=137&type=chunk) - A former noteholder, Mudrick Capital Management, L.P., acquired a significant ownership interest (**76.5% as of the report date**) and can significantly influence all matters submitted to stockholders, including the election of directors[202](index=202&type=chunk) [Unresolved Staff Comments](index=57&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - Not Applicable[270](index=270&type=chunk) [Cybersecurity](index=57&type=section&id=Item%201C.%20Cybersecurity) Vroom has implemented a cybersecurity risk management program overseen by the Board's Audit Committee - The cybersecurity program includes risk assessments, an information security program, use of external service providers, employee training, an incident response plan, and third-party risk management[274](index=274&type=chunk) - The Board's Audit Committee has oversight responsibility for cybersecurity risk, with the Chief Technology Officer having primary management responsibility[275](index=275&type=chunk)[276](index=276&type=chunk)[277](index=277&type=chunk) [Properties](index=59&type=section&id=Item%202.%20Properties) The company leases three office facilities for its UACC operations in California, Texas, and New York | Location | Size (sq. ft.) | Purpose | Lease Expiration | | :--- | :--- | :--- | :--- | | Newport Beach, CA | ~20,058 | UACC Corporate HQ | March 31, 2029 | | Fort Worth, TX | ~106,500 | UACC Servicing Center | September 2031 | | Buffalo, NY Area | ~12,000 | UACC Buyer Center | January 1, 2032 | [Legal Proceedings](index=59&type=section&id=Item%203.%20Legal%20Proceedings) Vroom is subject to various legal proceedings, including a securities class action and regulatory settlements - The company emerged from its Prepackaged Chapter 11 Case on **January 14, 2025**[285](index=285&type=chunk) - A consolidated securities class action lawsuit is pending in the Southern District of New York, alleging violations of federal securities laws[286](index=286&type=chunk) - The company reached an agreement with the FTC to pay **$1 million** in customer redress to resolve allegations of violations related to its former ecommerce business[289](index=289&type=chunk) - A final agreement was reached with the Attorney General of Texas to resolve claims, under which the company will pay **$2 million in civil penalties** and **$1 million in attorneys' fees**[290](index=290&type=chunk) [Mine Safety Disclosures](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[292](index=292&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=65&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Vroom's new common stock began trading on Nasdaq in February 2025 following its emergence from bankruptcy - Following emergence from Chapter 11, all old common stock was cancelled; new common stock began trading on the Nasdaq Global Market on **February 20, 2025**, under the ticker "VRM"[311](index=311&type=chunk)[312](index=312&type=chunk) - As of March 7, 2025, there were **14 stockholders of record** for the 5,163,109 shares of new common stock outstanding[7](index=7&type=chunk)[313](index=313&type=chunk) - The company has never declared or paid cash dividends and does not intend to in the foreseeable future[314](index=314&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's financial discussion centers on its post-bankruptcy structure and the performance of its UACC and CarStory segments - The company emerged from its Prepackaged Chapter 11 Case on January 14, 2025, eliminating long-term debt at the Vroom, Inc. level[323](index=323&type=chunk)[324](index=324&type=chunk) - The Value Maximization Plan resulted in the wind-down of the ecommerce business and incurred cash charges of approximately **$15.8 million for severance** and **$13.9 million for contract/lease terminations** in 2024[333](index=333&type=chunk)[334](index=334&type=chunk) - As of December 31, 2024, the company had **$29.3 million in cash and cash equivalents** and **$49.0 million in restricted cash**[415](index=415&type=chunk) | Metric | 2024 (in thousands) | 2023 (in thousands) | | :--- | :--- | :--- | | Net loss from continuing operations | $(138,240) | $(85,097) | | Net loss from discontinued operations | $(26,884) | $(279,514) | | **Total Net Loss** | **$(165,124)** | **$(364,611)** | | Adjusted EBITDA | $(83,423) | $(88,291) | [Results of Operations](index=73&type=section&id=Results%20of%20Operations) The net loss from continuing operations widened to $138.2 million in 2024 from $85.1 million in 2023 - UACC's interest income increased 12.7% to **$204.0 million** in 2024 due to a larger average loan portfolio, while interest expense grew 41.7% to **$59.4 million** due to higher average borrowings and interest rates[381](index=381&type=chunk)[384](index=384&type=chunk) - Corporate activities recorded a **$10.4 million net loss** on warranties and GAP for 2024, a significant increase from a $2.2 million loss in 2023, primarily due to a revised estimate of expected recoveries[406](index=406&type=chunk) UACC Segment Performance (Year Ended Dec 31) | Metric (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Net interest income after losses | $45,973 | $46,705 | | Total noninterest income | $22,624 | $21,121 | | Total expenses | $129,972 | $115,492 | | Adjusted EBITDA | $(29,808) | $(23,185) | CarStory Segment Performance (Year Ended Dec 31) | Metric (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | CarStory revenue | $11,610 | $12,384 | | Total expenses | $17,477 | $16,503 | | Adjusted EBITDA | $912 | $3,399 | [Liquidity and Capital Resources](index=80&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity relies on cash reserves and UACC's access to its $825.0 million warehouse credit facilities - UACC has four Warehouse Credit Facilities with an aggregate borrowing limit of **$825.0 million**; as of Dec 31, 2024, **$359.9 million** was outstanding[415](index=415&type=chunk)[429](index=429&type=chunk) - In March 2025, the company entered into a **$25.0 million delayed draw term loan facility** with its majority shareholder, Mudrick Capital Management, L.P., maturing in December 2026[420](index=420&type=chunk)[538](index=538&type=chunk) - In Q2 2024, UACC completed a securitization transaction, selling approximately **$300.0 million** of asset-backed securities, which was accounted for as secured borrowings[423](index=423&type=chunk) [Financial Statements and Supplementary Data](index=85&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for fiscal years 2024 and 2023 [Consolidated Balance Sheets](index=90&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to $1.07 billion in 2024, resulting in a stockholders' deficit of $30.9 million Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $29,343 | $135,585 | | Total Assets | $1,066,696 | $1,475,422 | | Liabilities subject to compromise | $291,577 | $0 | | Total Liabilities | $1,097,641 | $1,347,751 | | Total stockholders' (deficit) equity | $(30,945) | $127,671 | [Consolidated Statements of Operations](index=91&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a total net loss of $165.1 million for fiscal year 2024 Consolidated Statement of Operations Highlights (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net interest income after losses | $22,605 | $14,048 | | Total noninterest income | $26,351 | $75,126 | | Total expenses | $180,776 | $173,629 | | Net loss from continuing operations | $(138,240) | $(85,097) | | Net loss from discontinued operations | $(26,884) | $(279,514) | | **Net Loss** | **$(165,124)** | **$(364,611)** | | **Net Loss Per Share** | **$(91.07)** | **$(209.17)** | [Consolidated Statements of Cash Flows](index=93&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash, cash equivalents, and restricted cash decreased by $130.5 million during 2024 Consolidated Cash Flow Highlights (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities (continuing) | $(175,758) | $(482,027) | | Net cash provided by investing activities (continuing) | $114,883 | $185,334 | | Net cash (used in) provided by financing activities (continuing) | $(14,810) | $223,150 | | **Net decrease in cash, cash equivalents and restricted cash** | **$(130,450)** | **$(263,191)** | [Controls and Procedures](index=141&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal controls were effective as of year-end 2024 - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were **effective**[747](index=747&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2024[748](index=748&type=chunk) [Other Information](index=141&type=section&id=Item%209B.%20Other%20Information) This section discloses a new term loan facility and significant equity grants to the CEO in March 2025 - On March 8, 2025, the company entered into a **$25.0 million delayed draw term loan facility** with Mudrick Capital Management, L.P., its majority shareholder[753](index=753&type=chunk) - On March 11, 2025, the Board approved grants of **287,949 RSUs and 259,400 stock options** to CEO Thomas Shortt[751](index=751&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=144&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) Information regarding directors and governance is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[765](index=765&type=chunk) [Executive Compensation](index=144&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[766](index=766&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=144&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[766](index=766&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=144&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related transactions is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[767](index=767&type=chunk) [Principal Accounting Fees and Services](index=144&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding accountant fees is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[767](index=767&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=145&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Annual Report - The exhibits include the company's Restated Certificate of Incorporation (Exhibit 3.2), Amended and Restated Bylaws (Exhibit 3.3), and the Warrant Agreement (Exhibit 10.34) related to the emergence from bankruptcy[771](index=771&type=chunk)[772](index=772&type=chunk) - Material contracts filed include the Loan and Security Agreement with Mudrick Capital Management (Exhibit 10.40) and various Warehouse Agreements for UACC (Exhibits 10.36-10.39)[774](index=774&type=chunk)[776](index=776&type=chunk) [Form 10-K Summary](index=151&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for its Form 10-K - None[779](index=779&type=chunk)

[FORM 8-K General Information](index=1&type=section&id=FORM_8-K_General_Information) This section provides an overview of the Form 8-K filing, detailing the registrant's identity and securities status [Registrant Information](index=1&type=section&id=Registrant_Information) This section provides the foundational identification details for Vroom, Inc. as the registrant, including its legal name, jurisdiction of incorporation, and primary contact information for the SEC filing - Registrant: **VROOM, INC.**[1](index=1&type=chunk) - Jurisdiction of incorporation: **Delaware**[1](index=1&type=chunk) - Principal executive offices: **4700 Mercantile Dr., Fort Worth, TX 76137**[1](index=1&type=chunk)[2](index=2&type=chunk) [Securities and Emerging Growth Status](index=2&type=section&id=Securities_and_Emerging_Growth_Status) This section outlines the company's registered securities and confirms its status regarding the 'emerging growth company' definition under the Securities Act of 1933 and the Exchange Act of 1934 Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, $0.001 par value per share | N/A | None | - Vroom, Inc. is **not an emerging growth company**[5](index=5&type=chunk) [Item 2.02. Results of Operations and Financial Condition](index=2&type=section&id=Item_2.02_Results_of_Operations_and_Financial_Condition) This section details Vroom, Inc.'s preliminary unaudited financial results for Q4 2024, including cash and liquidity [Preliminary Q4 2024 Financial Update](index=2&type=section&id=Preliminary_Q4_2024_Financial_Update) Vroom, Inc. issued a press release on February 19, 2025, providing preliminary unaudited financial information for the quarter ended December 31, 2024, specifically detailing cash, excess liquidity, and disbursements related to its recapitalization transaction - Vroom, Inc. issued a press release on **February 19, 2025**[5](index=5&type=chunk) - The press release announced preliminary unaudited cash, excess liquidity, and disbursements for the quarter ended **December 31, 2024**, related to its recapitalization transaction[5](index=5&type=chunk) - A copy of the press release is furnished as **Exhibit 99.1**[5](index=5&type=chunk) [Item 7.01. Regulation FD Disclosure](index=2&type=section&id=Item_7.01_Regulation_FD_Disclosure) This section covers Vroom, Inc.'s public disclosures, including Q4 2024 preliminary financial results and Nasdaq relisting updates [Q4 2024 Preliminary Financial Results & Investor Presentation](index=2&type=section&id=Q4_2024_Preliminary_Financial_Results_and_Investor_Presentation) On February 19, 2025, Vroom, Inc. made available a corporate slide presentation on its investor relations website, which includes preliminary unaudited financial results for the fourth quarter ended December 31, 2024 - The Company posted a corporate slide presentation with preliminary unaudited financial results for **Q4 2024** on **February 19, 2025**[6](index=6&type=chunk) - The presentation is available on its investor relations website[6](index=6&type=chunk) - The presentation is furnished as **Exhibit 99.2** to this Current Report on Form 8-K[6](index=6&type=chunk) [Nasdaq Relisting and Warrant Exploration](index=2&type=section&id=Nasdaq_Relisting_and_Warrant_Exploration) Vroom, Inc. announced the approval for relisting its common stock on the Nasdaq Global Market under the ticker symbol VRM, with trading anticipated to begin on February 20, 2025. The company is also evaluating the potential listing of its warrants on a national stock exchange - The Company received approval for relisting its common stock on the **Nasdaq Global Market**[7](index=7&type=chunk) - Common stock will trade under ticker symbol **VRM**, with trading expected to commence on **February 20, 2025**[7](index=7&type=chunk) - Vroom is exploring the potential listing of its warrants on a national stock exchange[7](index=7&type=chunk) [Disclaimers and Forward-Looking Statements](index=2&type=section&id=Disclaimers_and_Forward-Looking_Statements) This section outlines disclaimers regarding information filing status, preliminary financial data, and forward-looking statements [Information Filing Status Disclaimer](index=2&type=section&id=Information_Filing_Status_Disclaimer) This section clarifies that the information provided in Item 2.02 and Item 7.01, including the associated exhibits, is 'furnished' rather than 'filed' for SEC purposes, which impacts its liability under Section 18 of the Securities Exchange Act of 1934 and its incorporation by reference into other filings - Information in **Item 2.02** and **Item 7.01** (including Exhibits 99.1 and 99.2) is deemed 'furnished' and not 'filed'[8](index=8&type=chunk) - It is not subject to the liabilities of **Section 18 of the Securities Exchange Act of 1934**[8](index=8&type=chunk) - It shall not be deemed incorporated by reference in any filing unless expressly incorporated by specific reference[8](index=8&type=chunk) [Financial Disclosure Advisory](index=2&type=section&id=Financial_Disclosure_Advisory) The company advises that the preliminary financial results for Q4 2024 are estimated and unaudited, subject to change upon completion of financial closing and audit procedures, and should not be unduly relied upon as a substitute for full financial statements - Exhibits 99.1 and 99.2 contain estimated preliminary financial results for the fourth quarter ended **December 31, 2024**[9](index=9&type=chunk) - These estimates are unaudited and subject to variation due to the completion of financial closing and audit procedures[9](index=9&type=chunk) - Investors should not place undue reliance on this preliminary data as it is not a substitute for full interim or annual financial statements[9](index=9&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking_Statements) This section highlights that the report contains forward-looking statements, including those related to Nasdaq trading, which are based on management's current assumptions and involve inherent risks and uncertainties. The company explicitly states it undertakes no obligation to update these statements - The Current Report on Form 8-K contains forward-looking statements, including those regarding the commencement of trading of common stock on the **Nasdaq Global Market**[10](index=10&type=chunk) - These statements are based on management's current assumptions and involve known and unknown risks and uncertainties that could cause actual results to differ materially[10](index=10&type=chunk)[11](index=11&type=chunk) - Factors that could cause actual results to differ include inability to satisfy Nasdaq listing rules or generate sufficient liquidity[11](index=11&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=3&type=section&id=Item_9.01_Financial_Statements_and_Exhibits) This section lists all financial statements and exhibits furnished with the Form 8-K, including press releases and presentations [List of Exhibits](index=3&type=section&id=List_of_Exhibits) This section provides a list of all exhibits furnished with the Form 8-K, which include the press release and earnings presentation related to the preliminary Q4 2024 financial results, as well as the interactive data file Exhibits Furnished | Exhibit No. | Description | | :------------ | :------------------------------------------ | | 99.1 | Press Release dated February 19, 2025 | | 99.2 | Earnings Presentation for the Quarter Ended December 31, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section formally attests to the authorization and signing of the report by Vroom, Inc.'s Chief Executive Officer [Company Signatures](index=3&type=section&id=Company_Signatures) This section formally attests that the report has been duly authorized and signed on behalf of Vroom, Inc. by its Chief Executive Officer, Thomas H. Shortt, on February 19, 2025 - The report was signed on behalf of **VROOM, INC.** by **Thomas H. Shortt**[14](index=14&type=chunk)[15](index=15&type=chunk) - Thomas H. Shortt holds the position of **Chief Executive Officer**[15](index=15&type=chunk) - The report was signed on **February 19, 2025**[15](index=15&type=chunk)

以下文章来源于硅兔君 ，作者Amelie 硅兔君 . 50万创投人关注的硅谷科技风向标 退场大戏上演。 作者 | Amelie 来源 | 硅兔君 （ID：gh_1faae33d0655） 2024倒下的那些科技巨人 新年伊始，这个冬季的裁员潮还在继续。 根据独立裁员追踪机构Layoffs.f y i 的数据，继前两年大幅裁员后，2024年美国457家科技 公司裁员超过13万。特斯拉、亚马逊、谷歌、TikTok、Snap和微软等公司在 2024 年头几 个月进行了大规模裁员；规模较小的初创公司也经历了相当数量的裁员，有些甚至完全关闭了 业务。 同时，2024年美国申请破产的各大小公司接近700家，创近十四年内破产数量新高。 "失败乃成功之母"这句话，我们也许从小到大听过无数遍，但直面真正失败的时候，有多少人 能从中看到通往成功的那些隐喻？尤其是对于任何想要进入商业世界的人来说，了解创业失败 背后的数字和原因甚至比摸索赚钱商机更为重要。虽然有数据显示，90% 的初创公司都失败 了，但这并不意味着你将成为该统计数据的一部分。 2024年，北美的科技创业舞台上，一场接连不断的退场大戏正在上演，科技创业生态系统再 次经 ...

Core Viewpoint - Vroom, an automotive finance company and digital services platform, has filed for Chapter 11 bankruptcy, planning to operate as a "debtor-in-possession" while its subsidiaries will not enter bankruptcy proceedings [1][2]. Group 1: Company Operations and Structure - Vroom's subsidiaries include United Auto Credit Corp. (UACC), CarStory, and Vroom Automotive, with Vroom, Inc. acting as a holding company without operational activities [2]. - The company aims to emerge from the prepackaged Chapter 11 case by the end of the year or early 2025 [2]. Group 2: Financial Strategy and Asset Management - The CEO stated that the focus has been on maximizing the value of remaining assets after winding down the eCommerce used automotive dealer business, which was completed in April [3]. - The elimination of unsecured notes is expected to strengthen Vroom's balance sheet, allowing it to emerge without long-term debt, while UACC will still be responsible for debt related to asset-backed securitizations [3]. Group 3: Historical Context and Challenges - Prior to the bankruptcy filing, Vroom attempted to raise additional capital and extend its vehicle floorplan facility but was unsuccessful in the current market conditions [4]. - In July, Vroom reached a proposed settlement with the Federal Trade Commission (FTC) over allegations of customer deception and failure to deliver on time [5].

In a move to redefine its future, used car digital marketplace Vroom on Tuesday (Sept. 23) said it completed the wind-down of its eCommerce and used vehicle dealership operations and released a long-term strategic plan leveraging its assets like United Auto Credit Corporation (UACC), a leading automotive finance company; and CarStory, a leader in AI-powered analytics and digital services for automotive retail. In January, Vroom officials announced a Value Maximization Plan, which discontinued the company's ...

Cynically, that's a huge positive for EVgo. It doesn't guarantee upside, to be clear. However, the narrative just got a heckuva lot more exciting. Lucid (LCID) Source: Jonathan Weiss / Shutterstock.com Interestingly, Lucid (NASDAQ:LCID) – a specialist in the premium vehicle segment – represented one of the beneficiaries among EV stocks. LCID stock gained almost 3% of equity value on Thursday. This performance followed a big jump during Wednesday's session. But why? Some point to the possibility that another ...

Financial Performance - The company experienced a net loss from continuing operations of $(44.7) million, representing an increase of 188.8% compared to the previous year[5]. - Net loss from continuing operations for Q1 2024 was $44,676 thousand, compared to a loss of $15,469 thousand in Q1 2023, representing an increase in loss of approximately 188%[14]. - The company reported a net loss of $67,617 thousand for Q1 2024, compared to a net loss of $74,741 thousand in Q1 2023, showing an improvement of about 10%[21]. - Adjusted EBITDA for Q1 2024 was $(32,152) thousand, compared to $(16,298) thousand in Q1 2023, indicating a deterioration of approximately 97%[14]. - Adjusted EBITDA for UACC was $(10.1) million, a decline of 127.1% compared to $(4.5) million in the previous year[9]. Revenue and Income - Interest income for the first quarter of 2024 was $51.1 million, a 48.6% increase from $34.4 million in the same period last year[7]. - UACC's interest income reached $51.5 million, up 46.0% from $35.3 million year-over-year[9]. - Net interest income for Q1 2024 was $36,737 thousand, up from $26,924 thousand in Q1 2023, reflecting an increase of approximately 36%[21]. - CarStory revenue decreased by 6.0% to $2.98 million from $3.17 million year-over-year[10]. Expenses and Liabilities - Total expenses for the quarter were $48.3 million, a slight increase of 2.3% from $47.2 million in Q1 2023[7]. - Total liabilities decreased from $1,347,751 thousand as of December 31, 2023, to $1,160,780 thousand as of March 31, 2024, a reduction of about 14%[19]. - Cash paid for interest increased to $13,497 from $6,347, reflecting a significant rise in interest expenses[25]. Cash and Assets - As of March 31, 2024, Vroom reported cash and cash equivalents of approximately $91 million[5]. - Cash and cash equivalents decreased from $135,585 thousand at the end of 2023 to $90,990 thousand at the end of Q1 2024, a decline of approximately 33%[19]. - Total assets decreased from $1,475,422 thousand as of December 31, 2023, to $1,222,267 thousand as of March 31, 2024, a reduction of about 17%[19]. Business Operations and Strategy - The company has substantially completed its ecommerce wind-down, focusing on enhancing UACC's profitability[4]. - The company has discontinued its e-commerce operations and used vehicle dealership business as part of its Value Maximization Plan[15]. - The company expects to benefit from the completion of the wind-down of the e-commerce business and anticipates impacts from the UACC's 2024-1 securitization transaction[16]. - The company completed a securitization transaction in April 2024, selling $262.5 million of rated asset-backed securities[4]. Shareholder Information - The weighted-average number of shares outstanding increased from 1,731,636 in Q1 2023 to 1,794,303 in Q1 2024, an increase of approximately 4%[21]. Securitization Details - The company reported a finance receivable of $180,706 from the consolidation of the 2022-2 securitization transaction[25]. - Securitization debt from the consolidation of the 2022-2 securitization transaction amounted to $186,386[25]. - The reclassification of finance receivables held for sale to finance receivables at fair value, net, was $248,081[25].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VROOM, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation o ...

Convenience store commerce platform Vroom Delivery has launched a partnership with payment processor Finix.The collaboration, announced Monday (April 8), is centered around the creation of a new tool called Pay360, which the companies say is the first online payment solution designed for the convenience store sector, allowing for the secure online sale of age-restricted products.“Retailers that sell age-restricted products online are often deemed higher risk by legacy payment processors due to increased fra ...