8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 3, 2021

VROOM, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39315	901112566
(State or other jurisdiction<br><br><br>of incorporation or organization)	(Commission<br><br><br>File Number)	(I.R.S. Employer<br><br><br>Identification No.)

1375 Broadway, Floor 11

New York, New York 10018

(Address of principal executive offices) (Zip Code)

(855) 524-1300

(Registrant’s telephone number, include area code)

N/A

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On March 3, 2021, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit No.	Description
99.1	Press Release dated March 3, 2021.

SIGNATURES

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

	VROOM, INC.
Date: March 3, 2021	By:	/s/ David K. Jones
		David K. Jones
		Chief Financial Officer

vrm-ex991_6.htm

Exhibit 99.1

Vroom Reports Fourth Quarter and FY 2020 Results

Vroom Delivers Record Ecommerce Units and Gross Profit

Quarterly and FY 2020 Ecommerce Unit Sales Up 74% and 82% YoY, respectively

Quarterly and FY 2020 Ecommerce Gross Profit Up 95% and 89% YoY, respectively

NEW YORK – March 3, 2021 – Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the fourth quarter and fiscal year ended December 31, 2020.

HIGHLIGHTS OF FOURTH QUARTER 2020

•	11,022 ecommerce units sold, up 74% YoY
•	Ecommerce revenue of $285.0 million, up 43% YoY
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•	Ecommerce gross profit of $20.1 million, up 95% YoY
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HIGHLIGHTS OF FISCAL YEAR 2020

•	34,488 ecommerce units sold, up 82% YoY
•	Ecommerce revenue of $915.5 million, up 56% YoY
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•	Ecommerce gross profit of $60.9 million, up 89% YoY
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Paul Hennessy, Chief Executive Officer of Vroom, commented:

“Vroom had a strong fourth quarter, with significant year-over-year growth in our ecommerce business. Inventory and marketing are scaling as planned, which is increasing the velocity of the Vroom flywheel, driving conversion and increased sales and revenues. Consistent with our relentless focus on data science, we announced the acquisition of CarStory, a leader in AI-powered analytics and digital services for automotive retail, which closed in January 2021. As the used vehicle market continues to embrace the ecommerce model, we will continue to execute our plan and invest in scaling our business and improving our customer experience as we transform the market for buying and selling used vehicles.”

COVID-19 Update

Note: All sequential comparisons are on a fourth quarter over third quarter basis.

After the initial disruption in our ecommerce operations due to the COVID-19 pandemic, consumer demand for used vehicles now exceeds pre-COVID-19 levels and, in the quarter ended December 31, 2020, we experienced continued strong consumer demand for our ecommerce solutions and contact-free delivery. Ecommerce units sold increased sequentially 24.9% to 11,022 units and ecommerce revenue increased sequentially 28.5% to $285.0 million, both driven by increased consumer demand, higher inventory levels and increased marketing spend.

FOURTH QUARTER FINANCIAL DISCUSSION

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

Ecommerce Results

	Three Months Ended<br><br><br>December 31,										Year Ended<br><br><br>December 31,
	2020		2019					% Change			2020		2019					% Change
	(in thousands, except unit<br><br><br>data and average days to sale)										(in thousands, except unit<br><br><br>data and average days to sale)
Ecommerce units sold		11,022		6,339		4,683			73.9	%		34,488		18,945		15,543			82.0	%
Ecommerce revenue:
Vehicle revenue	$	274,552	$	195,289		79,263			40.6	%	$	884,560	$	576,998		307,562			53.3	%
Product revenue		10,398		3,904		6,494			166.3	%		30,891		11,116		19,775			177.9	%
Total ecommerce revenue	$	284,950	$	199,193		85,757			43.1	%	$	915,451	$	588,114		327,337			55.7	%
Ecommerce gross profit:
Vehicle gross profit	$	9,674	$	6,400		3,274			51.2	%	$	29,970	$	21,011		8,959			42.6	%
Product gross profit		10,398		3,904		6,494			166.3	%		30,891		11,116		19,775			177.9	%
Total ecommerce gross profit	$	20,072	$	10,304		9,768			94.8	%	$	60,861	$	32,127		28,734			89.4	%
Average vehicle selling price per ecommerce unit	$	24,909	$	30,808		(5,899	)		(19.1	)%	$	25,648	$	30,456		(4,808	)		(15.8	)%
Gross profit per ecommerce unit:
Vehicle gross profit per ecommerce unit	$	878	$	1,010		(132	)		(13.1	)%	$	869	$	1,109		(240	)		(21.6	)%
Product gross profit per ecommerce unit		943		616		327			53.1	%		896		587		309			52.6	%
Total gross profit per ecommerce unit	$	1,821	$	1,626		195			12.0	%	$	1,765	$	1,696		69			4.1	%
Ecommerce average days to sale		77		68		9			13.2	%		66		68		(2	)		(2.9	)%

All values are in US Dollars.

Fourth Quarter 2020

Ecommerce Units

Ecommerce units sold increased 73.9% to 11,022 driven by increased consumer demand, higher inventory levels and increased marketing spend. Average monthly unique visitors to our platform increased 26.3% to 1,004,368.

Ecommerce Revenue

Ecommerce revenue increased 43.1% to $285.0 million.

•	Ecommerce Vehicle revenue increased 40.6% to $274.6 million. The increase in ecommerce Vehicle revenue was primarily attributable to the increase in ecommerce units sold, partially offset by a decrease in the average selling price per unit, which decreased from $30,808 to $24,909. The decrease in average selling price was primarily driven by demand predicted by our data analytics.
•	Ecommerce Product revenue increased 166.3% to $10.4 million. The increase in ecommerce Product revenue was primarily attributable to the increase in ecommerce units sold, and further increased by an improvement in ecommerce Product revenue per unit, which increased from $616 to $943 per unit. The increase in ecommerce Product revenue per unit was driven by higher attachment rates, improved financing features in our ecommerce platform as well as our strategic lender partnerships.
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Ecommerce Gross Profit

Ecommerce gross profit increased 94.8% to $20.1 million.

•	Ecommerce Vehicle gross profit increased 51.2% to $9.7 million. The increase in ecommerce Vehicle gross profit was due to an increase in units sold, partially offset by a $132 decrease in ecommerce Vehicle gross profit per unit, which was driven primarily by lower sales margins, partially offset by improvements in inbound logistics and reconditioning costs.
•	Ecommerce Product gross profit increased 166.3% to $10.4 million. The increase in ecommerce Product gross profit was primarily attributable to the increase in ecommerce units sold, and further increased by an improvement in ecommerce Product gross profit per unit, which increased from $616 to $943 per unit. The increase in Product gross profit per unit was driven by higher attachment rates, improved financing features in our ecommerce platform as well as our strategic lender partnerships.
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Ecommerce Gross Profit per Unit

Ecommerce gross profit per unit increased 12.0% to $1,821.

•	Ecommerce Vehicle gross profit per unit decreased 13.1% to $878, driven primarily by lower sales margins, partially offset by improvements in inbound logistics and reconditioning costs per unit.
•	Ecommerce Product gross profit per unit increased 53.1% to $943. The increase in Product gross profit per unit was driven by higher attachment rates, improved financing features in our ecommerce platform as well as our strategic lender partnerships.
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Results by Segment

	Three Months Ended<br><br><br>December 31,												Year Ended<br><br><br>December 31,
	2020			2019			Change			% Change			2020			2019		Change			% Change
	(in thousands)												(in thousands)
Units:
Ecommerce		11,022			6,339			4,683			73.9	%		34,488			18,945		15,543			82.0	%
Wholesale		6,998			4,151			2,847			68.6	%		21,108			20,197		911			4.5	%
TDA		1,777			3,574			(1,797	)		(50.3	)%		7,385			13,018		(5,633	)		(43.3	)%
Total units		19,797			14,064			5,733			40.8	%		62,981			52,160		10,821			20.7	%
Revenue:
Ecommerce	$	284,950		$	199,193		$	85,757			43.1	%	$	915,451		$	588,114	$	327,337			55.7	%
Wholesale		75,111			47,759			27,352			57.3	%		245,580			213,464		32,116			15.0	%
TDA		45,768			108,640			(62,872	)		(57.9	)%		196,669			390,243		(193,574	)		(49.6	)%
Total revenue	$	405,829		$	355,592		$	50,237			14.1	%	$	1,357,700		$	1,191,821	$	165,879			13.9	%
Gross profit (loss):
Ecommerce	$	20,072		$	10,304		$	9,768			94.8	%	$	60,861		$	32,127	$	28,734			89.4	%
Wholesale		(2,938	)		(535	)		(2,403	)		449.2	%		(1,432	)		340		(1,772	)		(521.2	)%
TDA		2,972			6,562			(3,590	)		(54.7	)%		12,116			25,392		(13,276	)		(52.3	)%
Total gross profit	$	20,106		$	16,331		$	3,775			23.1	%	$	71,545		$	57,859	$	13,686			23.7	%
Gross profit (loss) per unit:
Ecommerce	$	1,821		$	1,626		$	195			12.0	%	$	1,765		$	1,696	$	69			4.1	%
Wholesale	$	(420	)	$	(129	)	$	(291	)		225.6	%	$	(68	)	$	17	$	(85	)		(500.0	)%
TDA	$	1,620		$	1,836		$	(216	)		(11.8	)%	$	1,581		$	1,894	$	(313	)		(16.5	)%
Total gross profit per unit	$	1,016		$	1,161		$	(145	)		(12.5	)%	$	1,136		$	1,109	$	27			2.4	%

Fourth Quarter 2020

Total Units

Total units sold increased 40.8% to 19,797.

•	Ecommerce units sold increased 73.9% to 11,022, primarily driven by the reasons discussed above.
•	Wholesale units sold increased 68.6% to 6,998, primarily driven by an increase of wholesale grade units purchased from consumers as well as an increase in the number of trade-in vehicles as a result of the increase in number of ecommerce units sold.
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•	TDA units sold decreased 50.3% to 1,777, primarily due to reduced inventory at the TDA location as the ecommerce business continues to scale.
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Total Revenue

Total revenue increased 14.1% to $405.8 million.

•	Ecommerce revenue increased 43.1% to $285.0 million, primarily driven by the reasons discussed above.
•	Wholesale revenue increased 57.3% to $75.1 million. The increase in wholesale revenue was primarily attributable to the increase in wholesale units sold, partially offset by a decrease in wholesale average selling price per unit, which decreased from $11,505 to $10,733.
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•	TDA revenue decreased 57.9% to $45.7 million, primarily due to the decrease in TDA units sold and a lower average selling price per unit, which decreased from $29,302 to $24,546.
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Total Gross Profit (Loss)

Total gross profit increased 23.1% to $20.1 million.

•	Ecommerce gross profit increased 94.8% to $20.1 million, primarily driven by the reasons discussed above.
•	Wholesale gross loss increased to $(2.9) million. Wholesale gross loss increased primarily due to an increase in wholesale units sold at a higher gross loss per unit of $(291) as a result of liquidating aged inventory in the fourth quarter.
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•	TDA gross profit decreased 54.7% to $2.9 million. TDA gross profit decreased primarily due to a decrease in TDA units sold and a decrease in TDA gross profit per unit of $216.
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Total Gross Profit (Loss) per Unit

Total gross profit per unit decreased 12.5% to $1,016.

•	Ecommerce gross profit per unit increased 12.0% to $1,821.
•	Wholesale gross loss per unit increased 225.6% to $(420).
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•	TDA gross profit per unit decreased 11.8% to $1,620.
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SG&A

	Three Months Ended<br>December 31,										Year Ended<br>December 31,
					Change			% Change							Change			% Change
	(in thousands)										(in thousands)
Compensation & benefits		28,384		20,455	$	7,929			38.8	%		92,205		72,473	$	19,732			27.2	%
Marketing expense		17,564		15,424		2,140			13.9	%		62,393		49,866		12,527			25.1	%
Outbound logistics		10,500		4,751		5,749			121.0	%		30,262		13,950		16,312			116.9	%
Occupancy and related costs		3,210		3,294		(84	)		(2.6	)%		10,784		11,335		(551	)		(4.9	)%
Professional fees		4,863		2,182		2,681			122.9	%		10,560		11,560		(1,000	)		(8.7	)%
Other		13,607		7,673		5,934			77.3	%		39,342		25,804		13,538			52.5	%
Total selling, general & administrative expenses		78,128		53,779	$	24,349			45.3	%		245,546		184,988	$	60,558			32.7	%

All values are in US Dollars.

Fourth Quarter 2020

Selling, general and administrative expenses increased 45.3% to $78.1 million. The increase was primarily due to:

•	$7.9 million increase in compensation and benefits due to an increase in headcount, as well as a $3.7 million increase in stock-based compensation to $4.3 million;
•	$5.9 million increase in other selling, general and administrative expenses primarily related to additional insurance costs associated with being a publicly traded company and volume-based subscription fees as our business continues to scale;
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•	$5.7 million increase in outbound logistics costs partially attributable to the growth in ecommerce units sold, which increased outbound logistics costs by $3.5 million, and increases in market rates of logistics providers, which increased outbound logistics costs by $2.2 million;
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•	$2.7 million increase in professional fees primarily related to $2.1 million in costs related to the CarStory acquisition; and
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•	$2.1 million increase in marketing expense as we expanded our national broad-reach advertising.
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We expect selling, general and administrative expenses to increase in the future as we scale our business and sell more ecommerce units. We also will incur increased selling, general and administrative expenses as we continue to invest in and improve our customer experience and invest in expanding our proprietary logistics network, including our last-mile delivery operations.

Loss from Operations and Net Loss

Fourth Quarter 2020

Loss from operations increased 52.6% to $59.4 million. Net loss increased 41.9% to $60.7 million.

Non-GAAP Financial Measures

In addition to our results determined in accordance with accounting principles generally accepted in the United States, or GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance: EBITDA, Adjusted EBITDA, Adjusted loss from operations, Non-GAAP net loss, Non-GAAP net loss per share and Non-GAAP net loss per share, as adjusted. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with GAAP. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

We calculate EBITDA as net loss before interest expense, interest income, income tax expense and depreciation and amortization expense and we calculate Adjusted EBITDA as EBITDA adjusted to exclude the one-time, IPO related acceleration of non-cash stock-based compensation expense, the one-time, IPO related non-cash revaluation of a preferred stock warrant, and acquisition related costs. We calculate Adjusted loss from operations as operating loss adjusted to exclude the one-time, IPO related acceleration of non-cash stock-based compensation expense and acquisition related costs and we calculate Non-GAAP net loss as net loss adjusted to exclude the one-time, IPO related acceleration of non-cash stock-based compensation expense, the one-time, IPO related non-cash revaluation of a preferred stock warrant, and acquisition related costs. We calculate Non-GAAP net loss per share as Non-GAAP net loss divided by weighted average number of shares outstanding.

EBITDA, Adjusted EBITDA, Adjusted loss from operations, Non-GAAP net loss, Non-GAAP net loss per share and Non-GAAP net loss per share, as adjusted are supplemental performance measures that our management uses to assess our operating performance and the operating leverage in our business. Because EBITDA, Adjusted EBITDA, Adjusted loss from operations, Non-GAAP net loss, Non-GAAP net loss per share and Non-GAAP net loss per share, as adjusted facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes. The following table presents a reconciliation of the Non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, for each of the periods presented.

EBITDA and Adjusted EBITDA

	Three Months Ended<br><br><br>December 31,						Year Ended<br><br><br>December 31,
	2020			2019			2020			2019
	(in thousands)						(in thousands)
Net loss	$	(60,662	)	$	(42,735	)	$	(202,799	)	$	(142,978	)
Adjusted to exclude the following:
Interest expense		3,274			4,693			9,656			14,596
Interest income		(1,936	)		(1,153	)		(5,896	)		(5,607	)
Provision for income taxes		(54	)		46			84			168
Depreciation and amortization expense		1,399			1,474			4,654			6,157
EBITDA	$	(57,979	)	$	(37,675	)	$	(194,301	)	$	(127,664	)
One-time IPO related acceleration of non-cash stock-based compensation		—			—			1,262			—
One-time IPO related non-cash revaluation of preferred stock warrant		—			—			20,470			—
Acquisition related costs		2,080			—			2,080			—
Adjusted EBITDA	$	(55,899	)	$	(37,675	)	$	(170,489	)	$	(127,664	)

Adjusted loss from operations

	Three Months Ended<br><br><br>December 31,						Year Ended<br><br><br>December 31,
	2020			2019			2020			2019
	(in thousands)						(in thousands)
Loss from operations	$	(59,381	)	$	(38,916	)	$	(178,599	)	$	(133,148	)
Add: One-time IPO related acceleration of non-cash stock based compensation		—			—			1,262			—
Add: Acquisition related costs		2,080			—			2,080			—
Adjusted loss from operations	$	(57,301	)	$	(38,916	)	$	(175,257	)	$	(133,148	)

Non-GAAP net loss, Non-GAAP net loss per share and Non-GAAP net loss per share, as adjusted

	Three Months Ended<br><br><br>December 31,						Year Ended<br><br><br>December 31,
	2020			2019			2020			2019
	(in thousands, except share and<br><br><br>per share amounts)						(in thousands, except share and<br><br><br>per share amounts)
Net loss	$	(60,662	)	$	(42,735	)	$	(202,799	)	$	(142,978	)
Accretion of redeemable convertible preferred stock		—			(23,221	)		—			(132,750	)
Net loss attributable to common stockholders	$	(60,662	)	$	(65,956	)	$	(202,799	)	$	(275,728	)
Add: One-time IPO related acceleration of non-cash stock based compensation		—			—			1,262			—
Add: One-time IPO related non-cash revaluation of preferred stock warrant		—			—			20,470			—
Add: Acquisition related costs		2,080			—			2,080			—
Non-GAAP net loss	$	(58,582	)	$	(65,956	)	$	(178,987	)	$	(275,728	)
Weighted-average number of shares outstanding used to compute net loss per share,<br><br><br>basic and diluted		132,187,850			8,648,313			73,345,569			8,605,962
Net loss per share, basic and diluted	$	(0.46	)	$	(7.63	)	$	(2.76	)	$	(32.04	)
Impact of one-time IPO related acceleration of non-cash stock based compensation		—			—			0.02			—
Impact of one-time IPO related non-cash revaluation of preferred stock warrant		—			—			0.28			—
Impact of acquisition related costs		0.02			—			0.03			—
Non-GAAP net loss per share, basic and diluted	$	(0.44	)	$	(7.63	)	$	(2.44	)	$	(32.04	)
Non-GAAP net loss per share, as adjusted, basic and diluted^(a)^	$	(0.44	)	$	(0.33	)	$	(1.37	)	$	(1.11	)

^(^^a^^)^ Non-GAAP net loss per share, as adjusted, has been computed to give effect to, as of the beginning of each period presented (i) the shares of common stock issued in connection with our IPO, (ii) the automatic conversion of all outstanding shares of redeemable convertible preferred stock into shares of common stock that occurred upon the consummation of our IPO and (iii) the shares of common stock issued in connection with our follow-on public offering. The computation of Non-GAAP net loss per share, as adjusted, is as follows:

	Three Months Ended<br><br><br>December 31,						Year Ended<br><br><br>December 31,
	2020			2019			2020			2019
	(in thousands, except share and<br><br><br>per share amounts)						(in thousands, except share and<br><br><br>per share amounts)
Non-GAAP net loss	$	(58,582	)	$	(65,956	)	$	(178,987	)	$	(275,728	)
Add: Accretion of redeemable convertible preferred stock		—			23,221			—			132,750
Non-GAAP net loss, as adjusted	$	(58,582	)	$	(42,735	)	$	(178,987	)	$	(142,978	)
Weighted-average number of shares outstanding used to compute net loss per share,<br><br><br>basic and diluted		132,187,850			8,648,313			73,345,569			8,605,962
Add: unweighted adjustment for common stock issued in connection with IPO		—			24,437,500			24,437,500			24,437,500
Add: unweighted adjustment for conversion of redeemable convertible preferred stock in connection with IPO		—			85,533,394			85,533,394			85,533,394
Add: unweighted adjustment for common stock issued in connection with follow-on public offering		—			10,800,000			10,800,000			10,800,000
Less: Adjustment for the impact of the above items already included in weighted-average number of shares outstanding for the periods presented		—			—			(63,865,903	)		—
Weighted-average number of shares outstanding used to compute net loss per share, as adjusted, basic and diluted		132,187,850			129,419,207			130,250,560			129,376,856
Non-GAAP net loss per share, as adjusted, basic and diluted	$	(0.44	)	$	(0.33	)	$	(1.37	)	$	(1.11	)

Financial Outlook

For the full year 2021, we expect triple digit year-over-year growth in ecommerce unit sales and more than 200% year-over-year growth in aggregate gross profit. For the first quarter 2021, we expect the following results:

•Ecommerce unit sales of 14,000 to 14,500, implying year over year growth of 80% at the middle of the guidance range.

•Average ecommerce selling price per unit of $25,000 to $26,000 and average ecommerce gross profit per unit of $1,750 to $1,850.

•Wholesale unit sales of 7,000 to 8,000, average selling price per unit of $12,000 to $13,000 and average gross loss per unit of $(450) to $(600).

•TDA unit sales of 1,400 to 1,500, average selling price per unit of $25,000 to $26,000 and average gross profit per unit of $1,300 to $1,400.

•Total revenue of $500 to $529 million.

•Total gross profit of $24 to $28 million.

•EBITDA* of $(80) to $(88) million.

•Stock-based compensation expense of $3.7 million.

•Net loss per share of $(0.61) to $(0.68).

*A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for our first quarter 2021 Financial Outlook is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. We have provided a reconciliation of GAAP to non-GAAP financial measures for fourth quarter 2020 in the reconciliation table in the Non-GAAP Financial Measures section above.

We expect the following number of GAAP weighted average shares outstanding for the first quarter and the full year 2021:

	Quarter	YTD
2021	135,110,000	135,110,000

These estimates exclude any shares potentially issuable under stock-based compensation plans.

The foregoing estimates are forward-looking statements that reflect the Company’s expectations as of March 3, 2021 and are subject to substantial uncertainty. See “Forward-Looking Statements” below.

Conference Call & Webcast Information

Vroom management will discuss these results and other information regarding the Company during a conference call and audio webcast Wednesday, March 3, 2021 at 5:00 p.m. ET.

The conference call can be accessed via telephone by dialing 1-833-519-1297 (or 914-800-3868 for international access) and entering the conference ID 1274706. A live audio webcast will also be available at ir.vroom.com. An archived webcast of the conference call will be accessible on the website within 48 hours of its completion.

About Vroom (NASDAQ: VRM)

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

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our expectations regarding our business strategy and plans, including our ability to scale our business and improve customer experience, and for future results of operations. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.  For factors that could cause actual results to differ materially from the forward-looking statements in this press release, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual report on Form 10-K for the year ended December 31, 2020 which is available on our Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.

Investor Relations:

Vroom

Allen Miller

investors@vroom.com

Media Contact:

Moxie Communications Group

Alyssa Galella

vroom@moxiegrouppr.com

(562) 294-6261

VROOM, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

			2019
ASSETS
Current Assets:
Cash and cash equivalents	1,056,213		$	217,734
Restricted cash	33,826			1,853
Accounts receivable, net of allowance of 2,803 and 789, respectively	60,576			30,848
Inventory	423,647			205,746
Prepaid expenses and other current assets	23,617			9,149
Total current assets	1,597,879			465,330
Property and equipment, net	15,092			7,828
Goodwill	78,172			78,172
Operating lease right-of-use assets	17,137			—
Other assets	15,776			12,057
Total assets	1,724,056		$	563,387
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	32,925		$	18,987
Accrued expenses	59,405			38,491
Vehicle floorplan	329,231			173,461
Deferred revenue	24,822			17,323
Operating lease liabilities, current	6,052			—
Other current liabilities	30,275			11,572
Total current liabilities	482,710			259,834
Operating lease liabilities, excluding current portion	12,093			—
Other long-term liabilities	2,151			3,073
Total liabilities	496,954			262,907
Commitments and contingencies (Note 9)
Redeemable convertible preferred stock, 0.001 par value; 10,000,000 and 86,123,364 shares authorized as of December 31, 2020 and 2019, respectively; zero and 83,568,628 shares issued and outstanding as of December 31, 2020 and 2019, respectively	—			874,332
Stockholders’ equity (deficit):
Common stock, 0.001 par value; 500,000,000 and 113,443,854 shares authorized as of December 31, 2020 and 2019, respectively; 134,043,969 and 8,650,922 shares issued and outstanding as of December 31, 2020 and 2019, respectively	132			8
Additional paid-in-capital	2,004,841			—
Accumulated deficit	(777,871	)		(573,860	)
Total stockholders’ equity (deficit)	1,227,102			(573,852	)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	1,724,056		$	563,387

All values are in US Dollars.

VROOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended<br><br><br>December 31,						Year Ended<br><br><br>December 31,
	2020			2019			2020			2019
Revenue:
Retail vehicle, net	$	318,171		$	300,015		$	1,072,551		$	952,910
Wholesale vehicle		75,111			47,759			245,580			213,464
Product, net		12,216			7,443			38,195			23,708
Other		331			375			1,374			1,739
Total revenue		405,829			355,592			1,357,700			1,191,821
Cost of sales		385,723			339,261			1,286,155			1,133,962
Total gross profit		20,106			16,331			71,545			57,859
Selling, general and administrative expenses		78,128			53,779			245,546			184,988
Depreciation and amortization		1,359			1,468			4,598			6,019
Loss from operations		(59,381	)		(38,916	)		(178,599	)		(133,148	)
Interest expense		3,274			4,693			9,656			14,596
Interest income		(1,936	)		(1,153	)		(5,896	)		(5,607	)
Revaluation of preferred stock warrant		—			254			20,470			769
Other income, net		(3	)		(21	)		(114	)		(96	)
Loss before provision for income taxes		(60,716	)		(42,689	)		(202,715	)		(142,810	)
Provision for income taxes		(54	)		46			84			168
Net loss	$	(60,662	)	$	(42,735	)	$	(202,799	)	$	(142,978	)
Accretion of redeemable convertible preferred stock		—			(23,221	)		—			(132,750	)
Net loss attributable to common stockholders	$	(60,662	)	$	(65,956	)	$	(202,799	)	$	(275,728	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.46	)	$	(7.63	)	$	(2.76	)	$	(32.04	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		132,187,850			8,648,313			73,345,569			8,605,962

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Year Ended<br><br><br>December 31,
	2020			2019
Operating activities
Net loss	$	(202,799	)	$	(142,978	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		4,654			6,157
Amortization of debt issuance costs		938			357
Loss on extinguishment of debt		—			1,031
Stock-based compensation expense		13,254			2,756
Loss on disposal of property and equipment		46			789
Provision for inventory obsolescence		6,588			2,682
Revaluation of preferred stock warrant		20,470			769
Other		2,329			789
Changes in operating assets and liabilities:
Accounts receivable		(32,068	)		(18,430	)
Inventory		(224,489	)		(92,877	)
Prepaid expenses and other current assets		(9,117	)		(3,935	)
Other assets		(4,556	)		(3,487	)
Accounts payable		14,066			4,035
Accrued expenses		28,431			10,131
Deferred revenue		7,499			10,902
Other liabilities		19,500			5,673
Net cash used in operating activities		(355,254	)		(215,636	)
Investing activities
Purchase of property and equipment		(11,329	)		(3,528	)
Proceeds from the sale of property and equipment		—			—
Net cash used in investing activities		(11,329	)		(3,528	)
Financing activities
Repayments of long-term debt		—			(25,000	)
Payments of debt extinguishment costs		—			(685	)
Proceeds from vehicle floorplan		1,242,736			992,179
Repayments of vehicle floorplan		(1,086,966	)		(914,200	)
Payment of vehicle floorplan upfront commitment fees		(2,906	)		—
Proceeds from the issuance of redeemable convertible preferred stock, net		21,694			227,502
Repurchase of common stock		(1,818	)		(5,824	)
Common stock shares withheld to satisfy employee tax withholding obligations		(2,915	)		—
Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount		504,024			—
Payments of costs related to IPO		(6,791	)		(723	)
Proceeds from the issuance of common stock in connection with follow-on public offering, net of underwriting discount		569,471			—
Payments of costs related to follow-on public offering		(1,519	)		—
Proceeds from exercise of stock options		2,341			1,810
Other financing activities		(316	)		183
Net cash provided by financing activities		1,237,035			275,242
Net (decrease) increase in cash, cash equivalents and restricted cash		870,452			56,078
Cash, cash equivalents and restricted cash at the beginning of period		219,587			163,509
Cash, cash equivalents and restricted cash at the end of period	$	1,090,039		$	219,587

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