HOUSTON--(BUSINESS WIRE)--Vroom, Inc. (Nasdaq:VRM) (Vroom, or the Company), a leading ecommerce platform for buying and selling used vehicles, today announced that it is discontinuing its ecommerce operations and winding down its used vehicle dealership business in order to preserve liquidity and enable the Company to maximize stakeholder value through its remaining businesses. Vroom owns and operates United Auto Credit Corporation (UACC), a leading automotive finance company, and CarStory, a leader in AI-p ...

HOUSTON--(BUSINESS WIRE)--Vroom, Inc. (Nasdaq: VRM) (“Vroom,” the “Company,” “us,” “we” and “our”), a leading e-commerce platform for buying and selling used vehicles, today announced it has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) regarding a special stockholders’ meeting to be held on February 5, 2024, at 11:00 a.m., Eastern time (the “Special Meeting”), to authorize Vroom’s Board of Directors (the “Board”) to effect a reverse stock split of the Comp ...

NEW YORK--(BUSINESS WIRE)--Vroom, Inc. (Nasdaq: VRM), a leading e-commerce platform for buying and selling used vehicles, announced today that Tom Shortt, Chief Executive Officer, has been recognized by Auto Finance News as one of its Executives to Watch in 2024, a recognition the publication has been making based on experience, leadership, vision and ability to shake up the industry with an innovative, forward-thinking approach to auto finance. “This recognition is a testament to the commitment of all o ...

Vroom, Inc. (NASDAQ:VRM) Q3 2023 Earnings Conference Call November 8, 2023 8:30 AM ET Company Participants Jon Sandison – Vice President-Investor Relations Tom Shortt – Chief Executive Officer Bob Krakowiak – Chief Financial Officer Conference Call Participants Rajat Gupta – J.P. Morgan Operator Good day, and thank you for standing by. Welcome to the Vroom’s Third Quarter 2023 Conference Call. At this time, all participants are in a listen only mode. After the speakers’ presentation, there will be a questio ...

Industry and Market Information Financial Presentation and Use of Non-GAAP Financial Measures during 2023 we intend to resume growth, sell through aged inventory, improve variable costs per unit, continue to reduce fixed costs and convert balance sheet items into 1. Prioritize unit economics and growth 3. Maximize liquidity Third Quarter 2023 Earnings November 7th, 2023 Forward Looking Statements Certain monetary amounts, percentages and other figures included in this presentation have been subject to round ...

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 September 30, 2023 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) Delaware 901112566 (I.R.S. Employer Identif ...

Vroom, Inc. (NASDAQ:VRM) Q2 2023 Earnings Conference Call August 9, 2023 8:30 AM ET Company Participants Jon Sandison - VP, IR Tom Shortt - CEO Bob Krakowiak - CFO Conference Call Participants Sharon Zackfia - William Blair Operator Thank you for standing by and welcome to Vroom’s Second Quarter 2023 Earnings Call. At this time, all participants are in a listen only mode. After the speaker presentation, there will be a question-and-answer session. [Operator Instructions]. I would now like to hand the call o ...

Part I - Financial Information [Financial Statements (unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Vroom's Q2 2023 unaudited financials show decreased assets, increased liabilities, and a significant net loss on reduced revenue [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2023, total assets decreased to $1.59 billion, liabilities increased to $1.25 billion, and equity declined Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $237,925 | $398,915 | | Inventory | $208,871 | $320,648 | | Total current assets | $889,573 | $1,220,109 | | Total assets | $1,591,869 | $1,619,027 | | **Liabilities & Equity** | | | | Vehicle floorplan | $132,480 | $276,988 | | Total current liabilities | $667,363 | $703,320 | | Total liabilities | $1,253,633 | $1,143,786 | | Total stockholders' equity | $338,236 | $475,241 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2023 revenues fell to $225.2 million with a $66.3 million net loss, reflecting a strategic shift prioritizing unit economics Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $225,178 | $475,437 | $421,645 | $1,399,212 | | Total gross profit | $46,001 | $66,357 | $84,806 | $147,997 | | Loss from operations | $(52,611) | $(100,079) | $(120,874) | $(415,992) | | Net loss | $(66,318) | $(115,089) | $(141,362) | $(425,548) | | Net loss per share | $(0.48) | $(0.83) | $(1.02) | $(3.09) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2023 net cash used in operations increased to $232.1 million, with overall cash decreasing by $167.8 million Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(232,125) | $(137,519) | | Net cash provided by (used in) investing activities | $94,694 | $(226,573) | | Net cash used in financing activities | $(30,348) | $(164,300) | | **Net decrease in cash, cash equivalents and restricted cash** | **$(167,779)** | **$(528,392)** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes revenue and unit sales declines to a strategic shift prioritizing unit economics, cost reduction, and liquidity maximization - The company's long-term roadmap prioritizes unit economics over growth, aims to significantly reduce operating expenses, and maximize liquidity[254](index=254&type=chunk) - Vroom executed two reductions in force in January and April 2023, cutting approximately **395 employees** combined, with expected annualized cost savings of **$27.0 million** and **$15.0 million**, respectively[261](index=261&type=chunk)[262](index=262&type=chunk) - The company repurchased **$32.8 million** of its Convertible Senior Notes in H1 2023 for **$13.2 million**, recognizing a gain on debt extinguishment of **$19.6 million**[260](index=260&type=chunk)[416](index=416&type=chunk) Key Operating Metrics Comparison | Metric | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | | :--- | :--- | :--- | :--- | :--- | | Ecommerce units sold | 4,127 | 9,233 | 8,060 | 28,706 | | Vehicle gross profit per ecommerce unit | $290 | $2,166 | $75 | $1,100 | | Product gross profit per ecommerce unit | $2,664 | $1,463 | $2,683 | $1,263 | | Total gross profit per ecommerce unit | $2,954 | $3,629 | $2,758 | $2,363 | [Results of Operations](index=61&type=section&id=Results%20of%20Operations) Q2 2023 total revenue fell 52.6% to $225.2 million, driven by declining ecommerce units, with SG&A expenses decreasing 43.2% Ecommerce Segment Performance - Q2 2023 vs Q2 2022 | Metric | Q2 2023 | Q2 2022 | % Change | | :--- | :--- | :--- | :--- | | Ecommerce units sold | 4,127 | 9,233 | (55.3)% | | Vehicle revenue | $126,529K | $308,123K | (58.9)% | | Product revenue | $11,696K | $13,509K | (13.4)% | | Total ecommerce gross profit | $12,189K | $33,509K | (63.6)% | | Vehicle gross profit per unit | $290 | $2,166 | (86.6)% | | Product gross profit per unit | $2,664 | $1,463 | 82.1% | Wholesale Segment Performance - Q2 2023 vs Q2 2022 | Metric | Q2 2023 | Q2 2022 | % Change | | :--- | :--- | :--- | :--- | | Wholesale units sold | 1,834 | 5,867 | (68.7)% | | Wholesale revenue | $30,800K | $82,901K | (62.8)% | | Wholesale gross loss | $(3,993)K | $(1,934)K | 106.5% | Retail Financing Segment Performance - Q2 2023 vs Q2 2022 | Metric | Q2 2023 | Q2 2022 | % Change | | :--- | :--- | :--- | :--- | | Retail Financing revenue | $42,128K | $32,121K | 31.2% | | Retail Financing gross profit | $34,068K | $28,720K | 18.6% | - SG&A expenses decreased by **$66.0 million** (**43.2%**) in Q2 2023 compared to Q2 2022, primarily due to reductions in compensation & benefits, outbound logistics, and marketing[372](index=372&type=chunk) [Liquidity and Capital Resources](index=72&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2023, Vroom held $237.9 million in cash, relying on credit facilities, and anticipates sufficient liquidity for the next twelve months - As of June 30, 2023, the company held **$237.9 million** in cash and cash equivalents and **$66.3 million** in restricted cash[410](index=410&type=chunk) - The company has a committed credit line of up to **$500.0 million** under its 2022 Vehicle Floorplan Facility, maturing March 31, 2024[418](index=418&type=chunk) - UACC has four warehouse credit facilities with an aggregate borrowing limit of **$850.0 million**, with **$177.9 million** outstanding as of June 30, 2023[427](index=427&type=chunk) - Management believes existing cash and credit facilities are sufficient to support operations for at least the next twelve months[411](index=411&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=76&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its variable-rate debt, totaling $310.4 million - The company's main market risk is interest rate fluctuations on its variable-rate debt, which includes the **$132.5 million** Vehicle Floorplan Facility and **$177.9 million** in Warehouse Credit Facilities[440](index=440&type=chunk)[441](index=441&type=chunk) - A hypothetical **10%** change in interest rates during H1 2023 would have changed interest expense by **$1.1 million**[441](index=441&type=chunk) [Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2023, with no material changes to internal controls - As of June 30, 2023, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level[445](index=445&type=chunk) - No material changes were made to the internal control over financial reporting during the quarter ended June 30, 2023[446](index=446&type=chunk) Part II - Other Information [Legal Proceedings](index=77&type=section&id=Item%201.%20Legal%20Proceedings) Vroom faces a securities class action, shareholder derivative lawsuits, and a Texas Attorney General petition regarding trade practices - The company is defending against a consolidated securities class action lawsuit (In re: Vroom, Inc. Securities Litigation) alleging violations of the Exchange Act and Securities Act[447](index=447&type=chunk) - Multiple shareholder derivative lawsuits have been filed and are currently stayed pending the resolution of the main securities litigation[448](index=448&type=chunk)[449](index=449&type=chunk) - The Attorney General of Texas filed a petition against the company alleging violations of the Texas Deceptive Trade Practices Act related to vehicle marketing, titling, and registration[450](index=450&type=chunk) [Risk Factors](index=79&type=page&id=Item%201A.%20Risk%20Factors) Key risks include potential Nasdaq delisting, $1.1 billion in indebtedness, and challenges with the UACC acquisition including rising credit losses - The company faces a risk of delisting from Nasdaq if its stock price fails to maintain the minimum **$1.00** bid price, despite having regained compliance in June 2023[454](index=454&type=chunk)[455](index=455&type=chunk) - As of June 30, 2023, the company had approximately **$1.1 billion** in consolidated indebtedness, which could limit operational flexibility and increase vulnerability to adverse economic conditions[458](index=458&type=chunk) - The company may not realize the anticipated benefits of the UACC acquisition, which is critical to its long-term strategy, due to integration challenges and increased legal and regulatory scrutiny[466](index=466&type=chunk) - UACC is experiencing higher credit losses and loss severity on its automotive finance receivables due to rising interest rates, inflation, and vehicle depreciation, which negatively impacts operating results and the ability to securitize loans on favorable terms[468](index=468&type=chunk)[472](index=472&type=chunk)[477](index=477&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=84&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) No material change occurred in the planned use of proceeds from the company's June 2020 IPO - There has been no material change in the planned use of proceeds from the company's June 2020 IPO[478](index=478&type=chunk) [Other Information](index=84&type=section&id=Item%205.%20Other%20Information) On August 7, 2023, the company amended its 2022 Vehicle Floorplan Facility with Ally Bank and Ally Financial - On August 7, 2023, the company amended its 2022 Vehicle Floorplan Facility with Ally Bank and Ally Financial[481](index=481&type=chunk) [Exhibits](index=86&type=section&id=Item%206.%20Exhibits) This section indexes all exhibits filed with the Quarterly Report on Form 10-Q, including key agreements and officer certifications

Vroom, Inc. (NASDAQ:VRM) Q1 2023 Results Conference Call May 10, 2023 8:30 AM ET Company Participants Jon Sandison - VP, IR Tom Shortt - CEO Bob Krakowiak - CFO Conference Call Participants Rajat Gupta - JPMorgan Chase Sharon Zackfia - William Blair Operator Thank you for standing by and welcome to Vroom’s First Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen only mode. After the speaker presentation, there will be a question-and-answer session. [Operator Instructions]. ...

Part I - Financial Information [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Q1 2023 financial statements reflect significant revenue contraction and a **$75.0 million** net loss, with increased cash used in operations [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets rose to **$1.65 billion** due to finance receivables, while liabilities increased to **$1.25 billion** and equity declined Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $316,714 | $398,915 | | Inventory | $212,982 | $320,648 | | Finance receivables at fair value (net) | $536,270 | $153,174 | | Total assets | $1,651,636 | $1,619,027 | | **Liabilities & Equity** | | | | Vehicle floorplan | $147,428 | $276,988 | | Total liabilities | $1,249,398 | $1,143,786 | | Total stockholders' equity | $402,238 | $475,241 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2023 revenue declined **78.7%** to **$196.5 million**, resulting in a **$75.0 million** net loss, an improvement from prior year Q1 2023 vs. Q1 2022 Statement of Operations (in thousands, except per share data) | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Total revenue | $196,467 | $923,775 | | Total gross profit | $38,805 | $81,640 | | Selling, general and administrative expenses | $96,537 | $187,994 | | Impairment charges | $0 | $201,703 | | Loss from operations | $(68,263) | $(315,913) | | Net loss | $(75,044) | $(310,459) | | Net loss per share, basic and diluted | $(0.54) | $(2.26) | - The company recognized a gain on debt extinguishment of **$8.7 million** in Q1 2023 from repurchasing convertible senior notes[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$85.0 million**, while investing activities provided **$46.8 million**, reversing prior trends Cash Flow Summary (in thousands) | Activity | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(85,021) | $(15,078) | | Net cash provided by (used in) investing activities | $46,818 | $(211,963) | | Net cash used in financing activities | $(45,099) | $(190,204) | | **Net decrease in cash, cash equivalents and restricted cash** | **$(83,302)** | **$(417,245)** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail restructuring, debt repurchase gains, a **Nasdaq delisting notice**, and re-evaluation of reportable segments - The company has **three reportable segments**: Ecommerce, Wholesale, and Retail Financing. The former TDA segment is now included in the "All Other" category[32](index=32&type=chunk)[224](index=224&type=chunk) - In January 2023, the company executed a reduction in force of approximately **275 employees**, incurring severance costs of approximately **$4.1 million**[219](index=219&type=chunk) - During Q1 2023, the company repurchased **$14.6 million** in principal of its Convertible Senior Notes for **$5.9 million**, recognizing a gain on debt extinguishment of **$8.7 million**[58](index=58&type=chunk)[153](index=153&type=chunk) - Subsequent to the quarter end, on April 14, 2023, the company received a **Nasdaq delisting notice** for failing to meet the **$1.00 minimum bid price** requirement[242](index=242&type=chunk) - On April 26, 2023, the company implemented another reduction in force, cutting approximately **120 employees** with expected severance costs of **$2.0 million** in Q2 2023[247](index=247&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2023 revenue and unit sales decline to strategic shifts, focusing on unit economics and long-term operational improvements [Key Operating and Financial Metrics](index=49&type=section&id=Key%20Operating%20and%20Financial%20Metrics) Q1 2023 metrics show a **79.8%** drop in Ecommerce units, negative vehicle gross profit, but increased total gross profit per unit from product financing Key Operating Metrics Comparison | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Ecommerce units sold | 3,933 | 19,473 | | Vehicle gross (loss) profit per ecommerce unit | $(151) | $595 | | Product gross profit per ecommerce unit | $2,703 | $1,168 | | **Total gross profit per ecommerce unit** | **$2,552** | **$1,763** | | Ecommerce average days to sale | 279 | 91 | [Results of Operations](index=60&type=section&id=Results%20of%20Operations) Total revenue declined **78.7%** YoY across all segments, while SG&A expenses were significantly reduced by **48.6%** through cost-cutting measures - Ecommerce units sold decreased **79.8% YoY**, driven by the strategic decision to prioritize unit economics over volume and a reduction in sales support staff[357](index=357&type=chunk) - Ecommerce vehicle gross profit per unit turned **negative to ($151)** from $595 in the prior year, primarily due to lower sales margins on aged inventory and higher reconditioning costs[362](index=362&type=chunk) - Ecommerce product gross profit per unit increased **131.4% to $2,703**, driven by higher interest income from finance receivables originated by UACC[364](index=364&type=chunk) - SG&A expenses decreased by **$91.5 million (48.6%) YoY**, reflecting significant cuts in outbound logistics (**$24.7M**), compensation & benefits (**$23.9M**), and marketing (**$22.3M**)[374](index=374&type=chunk) [Liquidity and Capital Resources](index=66&type=section&id=Liquidity%20and%20Capital%20Resources) The company held **$316.7 million** in cash and believes existing liquidity is sufficient for the next twelve months, supported by cost reductions and debt repurchases - The company had **$316.7 million** in cash and cash equivalents and **$72.0 million** in restricted cash as of March 31, 2023[385](index=385&type=chunk) - Management believes existing cash and credit facilities will be sufficient to support operations for at least the next twelve months[386](index=386&type=chunk) - The company is pursuing cost savings through reductions in force, with an expected **$27.0 million** in annualized savings from the January 2023 action and **$15.0 million** from the April 2023 action[387](index=387&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=71&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company faces interest rate risk from variable-rate debt, including **$147.4 million** on its Vehicle Floorplan Facility and **$124.2 million** on Warehouse Credit Facilities - The company is exposed to interest rate risk from its variable-rate Vehicle Floorplan Facility (**$147.4M** outstanding) and Warehouse Credit Facilities (**$124.2M** outstanding)[417](index=417&type=chunk) - A hypothetical **10% change** in interest rates in Q1 2023 would have changed interest expense by **$0.6 million**[417](index=417&type=chunk) [Controls and Procedures](index=71&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2023, with no material changes to internal control over financial reporting - The Principal Executive Officer and Principal Financial Officer concluded that as of March 31, 2023, the company's disclosure controls and procedures were effective[421](index=421&type=chunk) - No material changes were made to the internal control over financial reporting during the first quarter of 2023[422](index=422&type=chunk) Part II - Other Information [Legal Proceedings](index=72&type=section&id=Item%201.%20Legal%20Proceedings) The company faces multiple legal proceedings, including a securities class action, shareholder derivative lawsuits, and a Texas AG petition on deceptive trade practices - The company is defending against a consolidated securities class action lawsuit (In re: Vroom, Inc. Securities Litigation) alleging violations of the Exchange Act and Securities Act[424](index=424&type=chunk) - The Attorney General of Texas filed a petition against the company alleging violations of the Texas Deceptive Trade Practices Act related to marketing, titling, and registration of vehicles[427](index=427&type=chunk) - Multiple shareholder derivative lawsuits have been filed and are currently stayed pending the resolution of the main securities litigation[425](index=425&type=chunk)[426](index=426&type=chunk) [Risk Factors](index=74&type=section&id=Item%201A.%20Risk%20Factors) Key risks include a **Nasdaq delisting notice** for failing the **$1.00** minimum bid price, substantial indebtedness, and challenges related to the UACC acquisition - The company received a notice from Nasdaq for its stock price closing below **$1.00** for 30 consecutive days, creating a risk of delisting from the Nasdaq Global Select Market[431](index=431&type=chunk) - A delisting would constitute a 'fundamental change' under the indenture for its convertible notes, allowing holders to require the company to repurchase the notes at par[433](index=433&type=chunk)[435](index=435&type=chunk) - Risks related to the UACC acquisition include potential failure to realize anticipated benefits, inability to sell automotive finance receivables on favorable terms, and exposure to increasing credit losses, particularly in the sub-prime sector[442](index=442&type=chunk)[445](index=445&type=chunk)[448](index=448&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=79&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No material change has occurred in the planned use of proceeds from the company's June 2020 Initial Public Offering - There has been no material change in the planned use of proceeds from the company's June 2020 IPO[454](index=454&type=chunk) [Defaults Upon Senior Securities](index=79&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities during the reporting period - None[455](index=455&type=chunk) [Exhibits](index=80&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including required certifications and interactive data files