8-K
Vroom, Inc. (VRM)
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 11, 2025
VROOM, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39315 | 90-1112566 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation or organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
4700 Mercantile Dr.
Fort Worth, TX 76137
(Address of principal executive offices) (Zip Code)
(518) 535-9125
(Registrant’s telephone number, include area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | VRM | The Nasdaq Global 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 11, 2025, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On March 11, 2025, the Company posted a corporate slide presentation with financial results for the quarter and year ended December 31, 2024 on its investor relations website, https://ir.vroom.com/news-events/events-and-presentations. The presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K will accompany management’s comments.
The information contained in Item 2.02, including Exhibits 99.1 hereto, and in Item 7.01, including Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits relating to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 11, 2025. |
| 99.2 | Earnings Presentation for the Quarter and Year Ended December 31, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VROOM, INC. | ||
|---|---|---|
| Date: March 11, 2025 | By: | /s/ Agnieszka Zakowicz |
| Agnieszka Zakowicz | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
Vroom Announces Fourth Quarter and Full Year 2024 Results
Vroom Completes Recapitalization
Positions the Company for Long-Term Growth
NEW YORK – March 11, 2025 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the fourth quarter and fiscal year ended December 31, 2024.
HIGHLIGHTS OF FOURTH QUARTER AND FULL YEAR 2024
- $57.5 million consolidated total cash and excess liquidity as of December 31, 2024
- $29.3 million cash and cash equivalents as of December 31, 2024
- $28.2 million of liquidity available to UACC under the warehouse credit facilities
- $(36.7) million and $(138.2) million net loss from continuing operations for the fourth quarter and full year, respectively
- $(18.2) million and $(83.4) million Adjusted EBITDA1 for the fourth quarter and full year, respectively
- Completed recapitalization of unsecured convertible senior notes on January 14, 2025, emerging without any long-term debt at the Vroom, Inc. level, strengthening our balance sheet
- We expect our post-emergence tangible book value2 to be approximately $150 million as of January 15, 2025
- Extended warehouse agreement with one lender into 2026 in first quarter 2025, and in negotiations to extend additional facilities in the second quarter 2025
- Announced UACC’s 17th securitization transaction on March 3, 2025; issuing $324 million of fixed-rate asset-backed notes, expected to close in mid-March
- Secured $25 million line of credit in March 2025, further strengthening our liquidity position to execute our Long-Term Strategic Plan
Tom Shortt, the Company’s Chief Executive Officer, said, “The last year was pivotal. We successfully wound down our ecommerce used vehicle dealership business, developed a Long-Term Strategic Plan to capitalize on our remaining assets including UACC, CarStory and the Vroom ecommerce technology and IP, began the process of recapitalizing our business and ended the year with $57.5 million of consolidated total cash and excess liquidity. We enter 2025 having completed the recapitalization and with continued focus on executing our Long-Term Strategic Plan.”
1) Adjusted EBITDA is a non-GAAP measure. For definitions and a reconciliation to the most comparable GAAP measure, please see Non-GAAP Financial Measures section below.
2) Tangible book value is a non-GAAP measure and represents total assets, excluding intangible assets less liabilities. A reconciliation of tangible book value to equity is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, the fresh-start accounting valuation adjustments, which have not been completed at this time.
FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL DISCUSSION
All financial comparisons are on a year-over-year basis unless otherwise noted. The following financial information is unaudited.
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | 2024 | 2023 | Change | |||||||||||
| Interest income | $ | 48,681 | $ | 49,540 | ) | $ | 201,833 | $ | 178,482 | |||||||
| Interest expense: | ||||||||||||||||
| Warehouse credit facility | 6,568 | 7,635 | ) | 29,276 | 19,914 | |||||||||||
| Securitization debt | 8,124 | 5,537 | 30,084 | 21,979 | ||||||||||||
| Total interest expense | 14,692 | 13,172 | 59,360 | 41,893 | ||||||||||||
| Net interest income | 33,989 | 36,368 | ) | 142,473 | 136,589 | |||||||||||
| Realized and unrealized losses, net of recoveries | 31,974 | 46,368 | ) | 119,868 | 122,541 | ) | ||||||||||
| Net interest income after losses and recoveries | 2,015 | (10,000 | ) | 22,605 | 14,048 | |||||||||||
| Noninterest income: | ||||||||||||||||
| Servicing income | 1,400 | 2,206 | ) | 6,501 | 10,041 | ) | ||||||||||
| Warranties and GAP income (loss), net | 1,737 | 1,981 | ) | (2,610 | ) | 5,713 | ) | |||||||||
| CarStory revenue | 2,828 | 2,992 | ) | 11,610 | 12,384 | ) | ||||||||||
| Gain on debt extinguishment | — | 18,238 | ) | — | 37,878 | ) | ||||||||||
| Other income | 2,506 | 950 | 10,850 | 9,110 | ||||||||||||
| Total noninterest income | 8,471 | 26,367 | ) | 26,351 | 75,126 | ) | ||||||||||
| Expenses: | ||||||||||||||||
| Compensation and benefits | 20,642 | 22,287 | ) | 97,293 | 86,700 | |||||||||||
| Professional fees | 5,617 | 3,487 | 12,035 | 14,552 | ) | |||||||||||
| Software and IT costs | 3,065 | 4,866 | ) | 15,083 | 19,601 | ) | ||||||||||
| Depreciation and amortization | 7,123 | 7,393 | ) | 29,086 | 29,113 | ) | ||||||||||
| Interest expense on corporate debt | 1,285 | 1,516 | ) | 5,826 | 5,976 | ) | ||||||||||
| Impairment charges | — | — | 5,159 | — | ||||||||||||
| Other expenses | 3,443 | 4,056 | ) | 16,294 | 17,687 | ) | ||||||||||
| Total expenses | 41,175 | 43,605 | ) | 180,776 | 173,629 | |||||||||||
| Loss from continuing operations before reorganization items and provision for income taxes | (30,689 | ) | (27,238 | ) | ) | (131,820 | ) | (84,455 | ) | ) | ||||||
| Reorganization items, net | 5,564 | — | 5,564 | — | ||||||||||||
| Loss from continuing operations before provision for income taxes | (36,253 | ) | (27,238 | ) | ) | (137,384 | ) | (84,455 | ) | ) | ||||||
| Provision for income taxes from continuing operations | 463 | (334 | ) | 856 | 642 | |||||||||||
| Net loss from continuing operations | $ | (36,716 | ) | $ | (26,904 | ) | ) | $ | (138,240 | ) | $ | (85,097 | ) | ) | ||
| Net loss from discontinued operations | $ | 140 | $ | (114,200 | ) | $ | (26,884 | ) | $ | (279,514 | ) | |||||
| Net loss | $ | (36,576 | ) | $ | (141,104 | ) | $ | (165,124 | ) | $ | (364,611 | ) |
All values are in US Dollars.
Results by Segment
UACC
| Three Months Ended<br>December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | % Change | |||||||||
| (in thousands) | ||||||||||||
| Interest income | $ | 49,230 | $ | 50,072 | $ | (842 | ) | (1.7 | )% | |||
| Interest expense: | ||||||||||||
| Warehouse credit facility | 6,568 | 7,635 | (1,067 | ) | (14.0 | )% | ||||||
| Securitization debt | 8,124 | 5,537 | 2,587 | 46.7 | % | |||||||
| Total interest expense | 14,692 | 13,172 | 1,520 | 11.5 | % | |||||||
| Net interest income | 34,538 | 36,900 | (2,362 | ) | (6.4 | )% | ||||||
| Realized and unrealized losses, net of recoveries | 21,169 | 29,391 | (8,222 | ) | (28.0 | )% | ||||||
| Net interest income after losses and recoveries | 13,369 | 7,509 | 5,860 | 78.0 | % | |||||||
| Noninterest income: | ||||||||||||
| Servicing income | 1,400 | 2,206 | (806 | ) | (36.5 | )% | ||||||
| Warranties and GAP income, net | 2,465 | 2,703 | (238 | ) | (8.8 | )% | ||||||
| Other income | 2,068 | 608 | 1,460 | 240.1 | % | |||||||
| Total noninterest income | 5,933 | 5,517 | 416 | 7.5 | % | |||||||
| Expenses: | ||||||||||||
| Compensation and benefits | 17,230 | 17,848 | (618 | ) | (3.5 | )% | ||||||
| Professional fees | 1,180 | 991 | 189 | 19.0 | % | |||||||
| Software and IT costs | 2,349 | 3,071 | (722 | ) | (23.5 | )% | ||||||
| Depreciation and amortization | 5,527 | 5,787 | (260 | ) | (4.5 | )% | ||||||
| Interest expense on corporate debt | 615 | 507 | 108 | 21.2 | % | |||||||
| Other expenses | 1,887 | 1,889 | (2 | ) | (0.1 | )% | ||||||
| Total expenses | 28,788 | 30,094 | (1,306 | ) | (4.3 | )% | ||||||
| Adjusted EBITDA | $ | (2,719 | ) | $ | (10,765 | ) | $ | 8,046 | 74.7 | % | ||
| Interest income on cash and cash equivalents | $ | (497 | ) | $ | (570 | ) | 73 | 12.8 | % | |||
| Stock compensation expense | $ | 835 | $ | 580 | 255 | 44.0 | % | |||||
| Severance | $ | 287 | $ | — | 287 | 100.0 | % | |||||
| Year Ended<br>December 31, | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | Change | % Change | |||||||||
| (in thousands) | ||||||||||||
| Interest income | $ | 203,962 | $ | 180,970 | $ | 22,992 | 12.7 | % | ||||
| Interest expense: | ||||||||||||
| Warehouse credit facility | 29,276 | 19,914 | 9,362 | 47.0 | % | |||||||
| Securitization debt | 30,084 | 21,979 | 8,105 | 36.9 | % | |||||||
| Total interest expense | 59,360 | 41,893 | 17,467 | 41.7 | % | |||||||
| Net interest income | 144,602 | 139,077 | 5,525 | 4.0 | % | |||||||
| Realized and unrealized losses, net of recoveries | 98,629 | 92,372 | 6,257 | 6.8 | % | |||||||
| Net interest income after losses and recoveries | 45,973 | 46,705 | (732 | ) | (1.6 | )% | ||||||
| Noninterest income: | ||||||||||||
| Servicing income | 6,501 | 10,041 | (3,540 | ) | (35.3 | )% | ||||||
| Warranties and GAP income, net | 7,789 | 7,871 | (82 | ) | (1.0 | )% | ||||||
| Other income | 8,334 | 3,209 | 5,125 | 159.7 | % | |||||||
| Total noninterest income | 22,624 | 21,121 | 1,503 | 7.1 | % | |||||||
| Expenses: | ||||||||||||
| Compensation and benefits | 76,374 | 67,807 | 8,567 | 12.6 | % | |||||||
| Professional fees | 3,506 | 5,395 | (1,889 | ) | (35.0 | )% | ||||||
| Software and IT costs | 10,397 | 10,116 | 281 | 2.8 | % | |||||||
| Depreciation and amortization | 22,683 | 22,685 | (2 | ) | (0.0 | )% | ||||||
| Interest expense on corporate debt | 2,396 | 1,680 | 716 | 42.6 | % | |||||||
| Impairment charges | 5,159 | — | 5,159 | 100.0 | % | |||||||
| Other expenses | 9,457 | 7,809 | 1,648 | 21.1 | % | |||||||
| Total expenses | 129,972 | 115,492 | 14,480 | 12.5 | % | |||||||
| Adjusted EBITDA | $ | (29,808 | ) | $ | (23,185 | ) | $ | (6,623 | ) | 28.6 | % | |
| Interest income on cash and cash equivalents | $ | (2,173 | ) | $ | (2,044 | ) | (129 | ) | 6.3 | % | ||
| Stock compensation expense | $ | 2,702 | $ | 2,160 | 542 | 25.1 | % | |||||
| Severance | $ | 800 | $ | — | 800 | 100.0 | % |
CarStory
| Three Months Ended<br>December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | % Change | |||||||||
| (in thousands) | ||||||||||||
| Noninterest income: | ||||||||||||
| CarStory revenue | $ | 2,828 | $ | 2,992 | $ | (164 | ) | (5.5 | )% | |||
| Other income | 130 | 162 | (32 | ) | (19.8 | )% | ||||||
| Total noninterest income | 2,958 | 3,154 | (196 | ) | (6.2 | )% | ||||||
| Expenses: | ||||||||||||
| Compensation and benefits | 2,491 | 1,803 | 688 | 38.2 | % | |||||||
| Professional fees | 62 | 76 | (14 | ) | (18.4 | )% | ||||||
| Software and IT costs | 10 | 171 | (161 | ) | (94.1 | )% | ||||||
| Depreciation and amortization | 1,596 | 1,606 | (10 | ) | (0.6 | )% | ||||||
| Other expenses | 114 | 122 | (8 | ) | (6.6 | )% | ||||||
| Total expenses | 4,273 | 3,778 | 495 | 13.1 | % | |||||||
| Adjusted EBITDA | $ | 192 | $ | 1,078 | $ | (886 | ) | (82.2 | )% | |||
| Interest income on cash and cash equivalents | $ | (130 | ) | $ | (162 | ) | 32 | 19.9 | % | |||
| Stock compensation expense | $ | 41 | $ | 258 | (217 | ) | (84.1 | )% | ||||
| Year Ended<br>December 31, | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | Change | % Change | |||||||||
| (in thousands) | ||||||||||||
| Noninterest income: | ||||||||||||
| CarStory revenue | $ | 11,610 | $ | 12,384 | $ | (774 | ) | (6.3 | )% | |||
| Other income | 692 | 444 | 248 | 55.9 | % | |||||||
| Total noninterest income | 12,302 | 12,828 | (526 | ) | (4.1 | )% | ||||||
| Expenses: | ||||||||||||
| Compensation and benefits | 10,293 | 8,953 | 1,340 | 15.0 | % | |||||||
| Professional fees | 152 | 341 | (189 | ) | (55.4 | )% | ||||||
| Software and IT costs | 215 | 197 | 18 | 9.2 | % | |||||||
| Depreciation and amortization | 6,403 | 6,428 | (25 | ) | (0.4 | )% | ||||||
| Other expenses | 414 | 584 | (170 | ) | (29.1 | )% | ||||||
| Total expenses | 17,477 | 16,503 | 974 | 5.9 | % | |||||||
| Adjusted EBITDA | $ | 912 | $ | 3,399 | $ | (2,487 | ) | (73.2 | )% | |||
| Interest income on cash and cash equivalents | $ | (691 | ) | $ | (437 | ) | (254 | ) | 58.1 | % | ||
| Stock compensation expense | $ | 375 | $ | 1,083 | (708 | ) | (65.3 | )% |
Corporate
| Three Months Ended<br>December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | % Change | |||||||||
| (in thousands) | ||||||||||||
| Interest income | $ | (549 | ) | $ | (532 | ) | $ | (17 | ) | 3.2 | % | |
| Realized and unrealized losses, net of recoveries | 10,805 | 16,977 | (6,172 | ) | (36.4 | )% | ||||||
| Net interest income after losses and recoveries | (11,354 | ) | (17,509 | ) | 6,155 | 35.2 | % | |||||
| Noninterest income: | ||||||||||||
| Warranties and GAP loss, net | $ | (728 | ) | $ | (722 | ) | $ | (6 | ) | 0.9 | % | |
| Gain on debt extinguishment | — | 18,238 | (18,238 | ) | (100.0 | )% | ||||||
| Other income | 308 | 180 | 128 | 71.1 | % | |||||||
| Total noninterest income | (420 | ) | 17,696 | (18,116 | ) | (102.4 | )% | |||||
| Expenses: | ||||||||||||
| Compensation and benefits | 921 | 2,636 | (1,715 | ) | (65.1 | )% | ||||||
| Professional fees | 4,375 | 2,419 | 1,956 | 80.8 | % | |||||||
| Software and IT costs | 706 | 1,624 | (918 | ) | (56.5 | )% | ||||||
| Interest expense on corporate debt | 670 | 1,009 | (339 | ) | (33.6 | )% | ||||||
| Other expenses | 1,442 | 2,044 | (602 | ) | (29.5 | )% | ||||||
| Total expenses | 8,114 | 9,733 | (1,619 | ) | (16.6 | )% | ||||||
| Year Ended<br>December 31, | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | Change | % Change | |||||||||
| (in thousands) | ||||||||||||
| Interest income | $ | (2,129 | ) | $ | (2,488 | ) | $ | 359 | 14.4 | % | ||
| Realized and unrealized losses, net of recoveries | 21,239 | 30,169 | (8,930 | ) | (29.6 | )% | ||||||
| Net interest income after losses and recoveries | (23,368 | ) | (32,657 | ) | 9,289 | 28.4 | % | |||||
| Noninterest (loss) income: | ||||||||||||
| Warranties and GAP loss, net | (10,399 | ) | (2,158 | ) | $ | (8,241 | ) | 382.0 | % | |||
| Gain on debt extinguishment | — | 37,878 | (37,878 | ) | (100.0 | )% | ||||||
| Other income | 1,824 | 5,457 | (3,633 | ) | (66.6 | )% | ||||||
| Total noninterest (loss) income | (8,575 | ) | 41,177 | (49,752 | ) | (120.8 | )% | |||||
| Expenses: | ||||||||||||
| Compensation and benefits | 10,626 | 9,940 | 686 | 6.9 | % | |||||||
| Professional fees | 8,377 | 8,816 | (439 | ) | (5.0 | )% | ||||||
| Software and IT costs | 4,471 | 9,288 | (4,817 | ) | (51.9 | )% | ||||||
| Interest expense on corporate debt | 3,430 | 4,296 | (866 | ) | (20.2 | )% | ||||||
| Other expenses | 6,422 | 9,295 | (2,873 | ) | (30.9 | )% | ||||||
| Total expenses | 33,326 | 41,635 | (8,309 | ) | (20.0 | )% |
Non-GAAP Financial Measures
In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance: EBITDA and Adjusted EBITDA. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with U.S. GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with U.S. GAAP. We have reconciled all non-GAAP financial measures with the most directly comparable U.S. GAAP financial measures.
EBITDA and Adjusted EBITDA are supplemental performance measures that our management uses to assess our operating performance and the operating leverage in our business. Because EBITDA and Adjusted EBITDA facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes.
EBITDA and Adjusted EBITDA
We calculate EBITDA as net loss before interest expense on corporate debt, interest income on cash and cash equivalents, income tax expense and depreciation and amortization expense.
We calculate Adjusted EBITDA as EBITDA adjusted to exclude stock compensation expense, severance expense related to the continuing operations, bankruptcy costs, which represent professional fees incurred related to the bankruptcy prior to filing of the petition, reorganization items, net, which relate to certain charges incurred during the bankruptcy proceedings, such as legal and professional fees incurred directly as a result of the bankruptcy proceeding, the write-off of deferred financing costs and discount on debt subject to compromise and other related charges, gain on debt extinguishment and long-lived asset impairment charges.
The following table presents a reconciliation of EBITDA and Adjusted EBITDA to net loss from continuing operations, which is the most directly comparable U.S. GAAP measure:
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| (in thousands) | (in thousands) | |||||||||||
| Net loss from continuing operations | $ | (36,716 | ) | $ | (26,904 | ) | $ | (138,240 | ) | $ | (85,097 | ) |
| Adjusted to exclude the following: | ||||||||||||
| Interest expense on corporate debt | 1,285 | 1,516 | 5,826 | 5,976 | ||||||||
| Interest income on cash and cash equivalents | (719 | ) | (914 | ) | (3,940 | ) | (7,940 | ) | ||||
| Provision for income taxes | 463 | (334 | ) | 856 | 642 | |||||||
| Depreciation and amortization | 7,123 | 7,393 | 29,086 | 29,113 | ||||||||
| EBITDA | $ | (28,564 | ) | $ | (19,243 | ) | $ | (106,412 | ) | $ | (57,306 | ) |
| Stock compensation expense | 935 | 1,767 | 5,949 | 6,893 | ||||||||
| Severance | 287 | — | 2,735 | — | ||||||||
| Bankruptcy costs (prepetition filing) | 3,582 | — | 3,582 | — | ||||||||
| Reorganization items, net | 5,564 | — | 5,564 | — | ||||||||
| Gain on debt extinguishment | — | (18,238 | ) | — | (37,878 | ) | ||||||
| Impairment charges | — | — | 5,159 | — | ||||||||
| Adjusted EBITDA | $ | (18,196 | ) | $ | (35,714 | ) | $ | (83,423 | ) | $ | (88,291 | ) |
About Vroom (Nasdaq: VRM)
Vroom owns and operates United Auto Credit Corporation (UACC), a leading indirect automotive lender serving the independent and franchise dealer market nationwide, and CarStory, a leader in AI-powered analytics and digital services for automotive retail. Prior to January 2024, Vroom also operated an end-to-end ecommerce platform to buy and sell used vehicles. Pursuant to its previously announced Value Maximization Plan, Vroom discontinued its ecommerce operations and used vehicle dealership business.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the restructuring, including its impact and intended benefits, our strategic initiatives, cost-savings and their expected benefits, including our ability to execute on our Long-Term Strategic Plan to capitalize on our remaining assets, our expectations regarding UACC's business, including with respect to originations and the impact of credit tightening, future results of operations and financial position, including profitability and our available liquidity under the warehouse credit facilities, and the timing of any of the foregoing. 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, 2024, 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
Jon Sandison
investors@vroom.com
VROOM, INC.
CONSOLIDATED BALANCE SHEETS
(DEBTOR-IN-POSSESSION)
(in thousands, except share and per share amounts)
(unaudited)
| 2023 | |||||
| ASSETS | |||||
| Cash and cash equivalents | 29,343 | $ | 135,585 | ||
| Restricted cash (including restricted cash of consolidated VIEs of 48.1 million and 49.1 million, respectively) | 49,026 | 73,234 | |||
| Finance receivables at fair value (including finance receivables of consolidated VIEs of 467.3 million and 341.4 million, respectively) | 503,848 | 348,670 | |||
| Finance receivables held for sale, net (including finance receivables of consolidated VIEs of 310.0 million and 457.2 million, respectively) | 318,192 | 503,546 | |||
| Interest receivable (including interest receivables of consolidated VIEs of 13.3 million and 13.7 million, respectively) | 14,067 | 14,484 | |||
| Property and equipment, net | 4,064 | 4,982 | |||
| Intangible assets, net | 104,869 | 131,892 | |||
| Operating lease right-of-use assets | 6,872 | 7,063 | |||
| Other assets (including other assets of consolidated VIEs of 10.8 million and 13.3 million, respectively) | 35,472 | 59,429 | |||
| Assets from discontinued operations | 943 | 196,537 | |||
| Total assets | 1,066,696 | $ | 1,475,422 | ||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | |||||
| Warehouse credit facilities of consolidated VIEs | 359,912 | $ | 421,268 | ||
| Long-term debt (including securitization debt of consolidated VIEs of 210.7 million at amortized cost and 142.6 million at fair value as of December 31, 2024 and 314.1 million at fair value as of December 31, 2023) | 381,366 | 626,583 | |||
| Operating lease liabilities | 11,065 | 10,459 | |||
| Other liabilities (including other liabilities of consolidated VIEs of 13.8 million and 14.3 million, respectively) | 49,699 | 61,321 | |||
| Liabilities subject to compromise (Note 6) | 291,577 | — | |||
| Liabilities from discontinued operations | 4,022 | 228,120 | |||
| Total liabilities | 1,097,641 | 1,347,751 | |||
| Commitments and contingencies (Note 13) | |||||
| Stockholders’ (deficit) equity: | |||||
| Common stock, 0.001 par value; 500,000,000 shares authorized as of December 31, 2024 and December 31, 2023; 1,822,532 and 1,791,286 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | 2 | 2 | |||
| Additional paid-in-capital | 2,094,889 | 2,088,381 | |||
| Accumulated deficit | (2,125,836 | ) | (1,960,712 | ) | |
| Total stockholders’ (deficit) equity | (30,945 | ) | 127,671 | ||
| Total liabilities and stockholders’ (deficit) equity | 1,066,696 | $ | 1,475,422 |
All values are in US Dollars.
VROOM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DEBTOR-IN-POSSESSION)
(in thousands, except share and per share amounts)
(unaudited)
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Interest income | $ | 48,681 | 49,540 | $ | 201,833 | $ | 178,482 | |||||
| Interest expense: | ||||||||||||
| Warehouse credit facility | 6,568 | 7,635 | 29,276 | 19,914 | ||||||||
| Securitization debt | 8,124 | 5,537 | 30,084 | 21,979 | ||||||||
| Total interest expense | 14,692 | 13,172 | 59,360 | 41,893 | ||||||||
| Net interest income | 33,989 | 36,368 | 142,473 | 136,589 | ||||||||
| Realized and unrealized losses, net of recoveries | 31,974 | 46,368 | 119,868 | 122,541 | ||||||||
| Net interest income after losses and recoveries | 2,015 | (10,000 | ) | 22,605 | 14,048 | |||||||
| Noninterest income: | ||||||||||||
| Servicing income | 1,400 | 2,206 | 6,501 | 10,041 | ||||||||
| Warranties and GAP income (loss), net | 1,737 | 1,981 | (2,610 | ) | 5,713 | |||||||
| CarStory revenue | 2,828 | 2,992 | 11,610 | 12,384 | ||||||||
| Gain on debt extinguishment | — | 18,238 | — | 37,878 | ||||||||
| Other income | 2,506 | 950 | 10,850 | 9,110 | ||||||||
| Total noninterest income | 8,471 | 26,367 | 26,351 | 75,126 | ||||||||
| Expenses: | ||||||||||||
| Compensation and benefits | 20,642 | 22,287 | 97,293 | 86,700 | ||||||||
| Professional fees | 5,617 | 3,487 | 12,035 | 14,552 | ||||||||
| Software and IT costs | 3,065 | 4,866 | 15,083 | 19,601 | ||||||||
| Depreciation and amortization | 7,123 | 7,393 | 29,086 | 29,113 | ||||||||
| Interest expense on corporate debt | 1,285 | 1,516 | 5,826 | 5,976 | ||||||||
| Impairment charges | — | — | 5,159 | — | ||||||||
| Other expenses | 3,443 | 4,056 | 16,294 | 17,687 | ||||||||
| Total expenses | 41,175 | 43,605 | 180,776 | 173,629 | ||||||||
| Loss from continuing operations before reorganization items and provision for income taxes | (30,689 | ) | (27,238 | ) | (131,820 | ) | (84,455 | ) | ||||
| Reorganization items, net | 5,564 | — | 5,564 | — | ||||||||
| Loss from continuing operations before provision for income taxes | (36,253 | ) | (27,238 | ) | (137,384 | ) | (84,455 | ) | ||||
| Provision for income taxes from continuing operations | 463 | (334 | ) | 856 | 123 | |||||||
| Net loss from continuing operations | $ | (36,716 | ) | $ | (26,904 | ) | $ | (138,240 | ) | $ | (84,578 | ) |
| Net loss from discontinued operations | $ | 140 | $ | (114,200 | ) | $ | (26,884 | ) | (280,033 | ) | ||
| Net loss | $ | (36,576 | ) | $ | (141,104 | ) | $ | (165,124 | ) | $ | (364,611 | ) |
| Net loss per share attributable to common stockholders, continuing operations, basic and diluted | $ | (20.15 | ) | $ | (15.33 | ) | $ | (76.24 | ) | $ | (48.82 | ) |
| Net loss per share attributable to common stockholders, discontinued operations, basic and diluted | $ | 0.08 | $ | (65.06 | ) | $ | (14.83 | ) | $ | (160.35 | ) | |
| Total net loss per share attributable to common stockholders, basic and diluted | $ | (20.07 | ) | $ | (80.38 | ) | $ | (91.07 | ) | $ | (209.17 | ) |
| Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 1,822,293 | 1,755,387 | 1,813,168 | 1,743,128 |
VROOM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(DEBTOR-IN-POSSESSION)
(unaudited)
| Year Ended<br>December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Operating activities | ||||||
| Net loss from continuing operations | $ | (138,240 | ) | $ | (85,097 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Impairment charges | 5,159 | — | ||||
| Profit share receivable | 11,643 | — | ||||
| Gain on debt extinguishment | — | (37,878 | ) | |||
| Depreciation and amortization | 29,086 | 29,113 | ||||
| Amortization of debt issuance costs | 4,270 | 3,348 | ||||
| Losses on finance receivables and securitization debt, net | 129,601 | 100,226 | ||||
| Losses on Warranties and GAP | 8,020 | 7,110 | ||||
| Stock-based compensation expense | 5,885 | 6,893 | ||||
| Provision to record finance receivables held for sale at lower of cost or fair value | (4,618 | ) | 20,566 | |||
| Amortization of unearned discounts on finance receivables at fair value | (15,924 | ) | (25,954 | ) | ||
| Reorganization items | 2,438 | — | ||||
| Other, net | (4,595 | ) | (16,708 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Finance receivables, held for sale | ||||||
| Originations of finance receivables, held for sale | (404,203 | ) | (582,170 | ) | ||
| Principal payments received on finance receivables, held for sale | 186,799 | 105,858 | ||||
| Other | 1,642 | (1,606 | ) | |||
| Interest receivable | 417 | (7,241 | ) | |||
| Other assets | 15,323 | 11,653 | ||||
| Other liabilities | (8,461 | ) | (10,140 | ) | ||
| Net cash used in operating activities from continuing operations | (175,758 | ) | (482,027 | ) | ||
| Net cash provided by (used in) operating activities from discontinued operations | 78,721 | (51,657 | ) | |||
| Net cash used in operating activities | (97,037 | ) | (533,684 | ) | ||
| Investing activities | ||||||
| Finance receivables, held for investment at fair value | ||||||
| Purchases of finance receivables, held for investment at fair value | — | (3,392 | ) | |||
| Principal payments received on finance receivables, held for investment at fair value | 115,937 | 174,748 | ||||
| Consolidation of VIEs | — | 11,409 | ||||
| Principal payments received on beneficial interests | 2,433 | 5,193 | ||||
| Purchase of property and equipment | (3,487 | ) | (2,624 | ) | ||
| Net cash provided by investing activities from continuing operations | 114,883 | 185,334 | ||||
| Net cash provided by (used in) investing activities from discontinued operations | 17,692 | (12,181 | ) | |||
| Net cash provided by investing activities | 132,575 | 173,153 | ||||
| Financing activities | ||||||
| Proceeds from borrowings under secured financing agreements, net of issuance costs | 296,046 | 261,991 | ||||
| Principal repayment under secured financing agreements | (251,529 | ) | (208,476 | ) | ||
| Proceeds from financing of beneficial interests in securitizations | 15,821 | 24,506 | ||||
| Principal repayments of financing of beneficial interests in securitizations | (13,428 | ) | (8,698 | ) | ||
| Proceeds from warehouse credit facilities | 318,600 | 480,100 | ||||
| Repayments of warehouse credit facilities | (379,956 | ) | (290,483 | ) | ||
| Repurchases of convertible senior notes | — | (36,536 | ) | |||
| Proceeds from the issuance of common stock in at-the-market offering, net of offering costs | — | 2,399 | ||||
| Other financing activities | (364 | ) | (1,653 | ) | ||
| Net cash (used in) provided by financing activities from continuing operations | (14,810 | ) | 223,150 | |||
| Net cash used in financing activities from discontinued operations | (151,178 | ) | (125,810 | ) | ||
| Net cash (used in) provided by financing activities | (165,988 | ) | 97,340 | |||
| Net decrease in cash, cash equivalents and restricted cash | (130,450 | ) | (263,191 | ) | ||
| Cash, cash equivalents and restricted cash at the beginning of period | 208,819 | 472,010 | ||||
| Cash, cash equivalents and restricted cash at the end of period | $ | 78,369 | $ | 208,819 |
VROOM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(DEBTOR-IN-POSSESSION)
(in thousands)
(unaudited)
| Supplemental disclosure of cash flow information: | |||||
|---|---|---|---|---|---|
| Cash paid for interest | $ | 57,688 | $ | 40,460 | |
| Cash paid for professional fees for services rendered in connection with the Chapter 11 proceedings | $ | 3,009 | $ | — | |
| Cash paid for income taxes | $ | (1,426 | ) | $ | 5,363 |
| Supplemental disclosure of non-cash investing and financing activities: | |||||
| Finance receivables from consolidation of 2022-2 securitization transaction | $ | — | $ | 180,706 | |
| Elimination of beneficial interest from the consolidation of 2022-2 securitization transaction | $ | — | $ | 9,811 | |
| Securitization debt from consolidation of 2022-2 securitization transaction | $ | — | $ | 186,386 | |
| Reclassification of finance receivables held for sale to finance receivables at fair value, net | $ | — | $ | 248,081 |
EX-99.2
Exhibit 99.2
vroom fourth quarter and full year 2024 earnings march 2025
disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the impact of the restructuring on our balance sheet, our strategic initiatives, cost- savings and their expected benefits, our expectations regarding UACC's business, including with respect to originations and the impact of credit tightening and securitization transactions, our available liquidity under the warehouse credit facilities and extensions of these facilities, and the timing of any of the foregoing. These statements are based on management's current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For factors that could cause actual results to differ materially from the forward-looking statements in this presentation, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this presentation. We undertake no obligation to update forward-looking statements to reflect future events or circumstances. Industry and Market Information To the extent this presentation includes information concerning the industry and the markets in which the Company operates, including general observations, expectations, market position, market opportunity and market size, such information is based on management's knowledge and experience in the markets in which we operate, including publicly available information from independent industry analysts and publications, as well as the Company's own estimates. Our estimates are based on third-party sources, as well as internal research, which the Company believes to be reasonable, but which are inherently uncertain and imprecise. Accordingly, you are cautioned not to place undue reliance on such market and industry information.
vroom overview following the wind-down of our ecommerce operations, vroom's business is comprised of vacc and carstory. vacc is an indirect lender that offers vehicle financing to consumers through third-party dealers, focusing primarily on the non-prime market. carstory is a leader in ai-powered analytics and digital services for automotive retail. vroom also continues to own the technology, ip and digital assets that powered vroom's retailautomotive ecommerce platform. united auto credit business Financing and Loan Servicing Acquired by Vroom in 2022 Non-prime lending expertise Successful capital markets experience 9,500+ independent dealer network $1B+ gross serviced portfolio $436M in indirect loan origination in 2024 External finance and management portal for dealers • Consumer payment integrations and auto-pay functionality • Integrated with largest dealer management platform credit applications Automatic pricing programs for both independent and franchise dealerships 3rd generation proprietary pricing engine powered by big data models with machine learning • 100+ nationwide sales team with strong dealer relationships carstory business Industry Leading Data, Al and Technology • Acquired by Vroom in 2021 • 18+ years of automotive vehicle history • Extensive patent portfolio, including 31 issued or allowed and 8 pending patents • Website conversion expertise • Data science and analytics • Al and ML models for vehicle pricing, similarity and imaging processing • Major financial institution customers, dealers and retail auto service providers • Vehicle acquisition and pricing product suite for dealers • Consumer mobile apps with full-featured marketplace and augmented reality shopping experience vroom assets UNITED AUTO CREDIT, Automotive eCommerce Platform ⚫ eCommerce used vehicle platform • Predictive price and P&L models V • Consumer and B2B Inventory acquisition • Consumer shopping solution • Self-service checkout CarStory. • Consumer transaction hub deal status, pending action items, delivery and registration tracking • Delivery and logistics solution with integrated tools for seamless driveway experiences • Patent-pending titling, registration and document platform Proprietary document processing pipeline for automated contracting • Payment integrations for credit card, ACH, debit and wire transfer payments • Internal sales-enablement platform to guide sales and support agents on financing terms and approval probabilities 3 V
operational update yearend liquidity and warehouse availability • $57.5M Cash and Cash Equivalents(1) and excess liquidity $29.3M Cash and Cash Equivalents(1) $28.2M of excess liquidity available to UACC under the warehouse lines (receivables that could be pledged to draw cash from warehouse lines) • $825M UACC total Warehouse Capacity, $360M outstanding borrowings, $465M remaining capacity 2024 full year performancehighlights • Slight decline of gross serviced portfolio year over year, driven by amortization of Vroom portfolio, offset by indirect origination volume growth • -4% growth year over year in indirect origination volume (2) • Origination metrics indicate continued migration toward higher quality credit • Sequential increase in realized and unrealized losses, net of recoveries driven by weakening macro-economic environment and lower recovery rates recapitalization and debt facilities • Completed recapitalization of its unsecured convertible senior notes on January 14, 2025, emerging without any long-term debt at Vroom, Inc, strengthening our balance sheet • We expect our post-emergence tangible book value(3) to be approximately $150 million as of January 15, 2025 • In first quarter of 2025, extended $200M warehouse agreement with one lender into 2026, and in negotiations to extend additional facilities in second quarter 2025 • Announced UACC's 17th securitization transaction on March 3, 2025; issuing $324M of fixed-rate asset-backed notes, expected to close March 12th Secured $25M line of credit in March 2025, further strengthening our liquidity position to execute our long-term strategy gross serviced portfolio gross serviced accounts indirect origination volume(2) q4 2024 vacc performance highlights fourth quarter 2023 third quarter 2024 fourth quarter 2024 $1,097 million 81,149 $113 million $1,060 million 80,049 $100 million $1,016 million 78,054 $91 million full year 2024 vacc performance highlights gross serviced portfolio gross serviced accounts indirect origination volume(2) full year 2023 $1,097 million 81,149 $419 million full year 2024 $1,016 million 78,054 $436 million (1) Represents unrestricted cash and cash equivalents, excludes restricted cash, and warehouse availability. (2) Represents retail installment sale contracts originated through third-party dealers (3) Tangible book value is a non-GAAP measure and represents total assets, excluding intangible assets less liabilities. A reconciliation of tangible book value to equity is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of the fresh-start accounting valuation adjustments, which have not been completed at this time. $57.5m of cash and cash equivalents and excess liquidity at year end 2024 4 V
cash and cash equivalents(1) and excess liquidity $ amounts in millions $84 $34 ($26) (519) $58 ($7) ($5) (53) 9/30/24 Cash and Cash Equivalents(1) Net Interest Income Operating Expenses Change in Securitization and Warehouse Debt Restructuring Expenses Change in Liquidity Discontinued Operations and Other and excess liquidity (1) Represents unrestricted cash and cash equivalents. Excludes restricted cash and warehouse availability 12/31/24 Cash and Cash Equivalents(1) and excess liquidity • net interest income • Interest income net of warehouse and securitization interest expense operating expenses • Compensation and benefits, professional fees, software and IT costs, interest expense on corporate debt and other operating expenses change in securitization and warehouse debt .Net change in borrowing on debt facilities restructuring expenses ⚫ Cash disbursements related to senior convertible note restructuring discontinued operations • Proceeds from the liquidation of logistics fleet net of severance and other ecommerce wind-down expenses 5 V
portfolio performance 56.00% 14.00% 11.00% 30.00% 700% 400% 100% 2.00% 100% ⠀⠀⠀⠀⠀⠀⠀⠀!!!!!!!!! 12 Month CNL (1) Cumulative Net Loss (CNL) Proprietary Model Vs. Actual Losses Covid Stimulus (2) Cumulative Net Lo@mo Mutive Lo Pro Cumulative Neo4 (Orange) Multivariate 12 Month CNL Model correlates to (Gray) Actual 12 Month CNL correlates to (Yellow) Actual 48 Month CNL Credit tightening 34.00% 32.00% 30.00% 26.00% 18.00% 48 Month CNL ⚫ inlate 2022 and early 2023, we implemented changes to our credit program, tightening credit, which has returned our delinquencies and expected portfolio performance on those vintages to pre-pandemic levels • originations from mid-2021 to mid-2022 generally are concentrated in securitizations in which we sold residual certificates, reducing the credit risk tovacc earnings (1) Cumulative net loss is the aggregate realized loss (net of recoveries) over a portfolio's lifetime. (2) This metric, including the ratios, is based on management's proprietary assumptions and formulas and is subject to change from time to time as management continues to evaluate the business. continued progress on portfolio performance improvement initiatives 6 V