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): August 12, 2020
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) |
| --- | --- |
| ☐ | 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 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 August 12, 2020, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 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 August 12, 2020. |
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: August 12, 2020 | By: | /s/ David K. Jones |
| David K. Jones | ||
| Chief Financial Officer |
vrm-ex991_6.htm
Exhibit 99.1
Vroom Reports Second Quarter 2020 Results
Vroom Delivers Ahead of Growth Plan
Ecommerce Unit Sales Up 74%
NEW YORK – August 12, 2020 – Vroom, Inc. (NASDAQ:VRM), a leading e-commerce platform for buying and selling used vehicles, today announced financial results for the second quarter ended June 30, 2020 (“Q2 2020”).
HIGHLIGHTS OF SECOND QUARTER 2020
| • | 6,713 Ecommerce units sold, 1,110 TDA units sold, 3,259 Wholesale units sold |
|---|---|
| • | Revenue of $253.1 million |
| --- | --- |
| • | Gross profit of $7.6 million |
| --- | --- |
| • | Adjusted EBITDA of $(39.0) million^(a)^ |
| --- | --- |
| • | Loss from operations of $(41.4) million |
| --- | --- |
| • | Adjusted loss from operations of $(40.1) million^(a)^ |
| --- | --- |
| • | Net loss of $(63.2) million |
| --- | --- |
| • | Non-GAAP net loss of $(40.7) million^(a)^ |
| --- | --- |
| • | Net loss per share of $(2.00) |
| --- | --- |
| • | Non-GAAP net loss per share, as adjusted of $(0.34)^(a)^ |
| --- | --- |
^(a)^ See section entitled “Non-GAAP Measures” for adjustment details and reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP.
Paul Hennessy, Chief Executive Officer of Vroom, commented: “I am pleased with our results for the second quarter, in which we performed substantially ahead of our growth plan, and I am encouraged by both the continued validation of the Vroom model and the performance of our employees in a tough environment. During the course of this single quarter, we managed through significant swings in demand and numerous operational challenges brought on by the COVID-19 pandemic. In response to the drop in demand and uncertainty around vehicle pricing early in the pandemic, we chose to de-risk the business by significantly reducing our inventory during the first half of the quarter. As demand increased and pricing became more stable through the second half of the quarter, we pivoted to start rebuilding inventory and continue to do so. These lower inventory levels prevented us from fulfilling all of the demand that materialized in the second half of the quarter. We believe we continue to be well positioned to navigate the challenges presented by the COVID-19 crisis and take advantage of shifting consumer buying and selling patterns in favor of ecommerce.”
SECOND QUARTER 2020 FINANCIAL DISCUSSION
All financial comparisons are on a year-over-year basis unless otherwise noted.
Ecommerce Results
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | % Change | 2019 | 2020 | % 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 | 3,856 | 6,713 | 2,857 | 74.1 | % | 7,043 | 14,643 | 7,600 | 107.9 | % | ||||||||||
| Ecommerce revenue: | ||||||||||||||||||||
| Vehicle revenue | $ | 118,569 | $ | 170,460 | 51,891 | 43.8 | % | $ | 207,199 | $ | 396,065 | 188,866 | 91.2 | % | ||||||
| Product revenue | 2,384 | 5,108 | 2,724 | 114.3 | % | 3,609 | 12,675 | 9,066 | 251.2 | % | ||||||||||
| Total ecommerce revenue | $ | 120,953 | $ | 175,568 | 54,615 | 45.2 | % | $ | 210,808 | $ | 408,740 | 197,932 | 93.9 | % | ||||||
| Ecommerce gross profit: | ||||||||||||||||||||
| Vehicle gross profit | $ | 4,911 | $ | 2,111 | (2,800 | ) | (57.0 | )% | $ | 9,440 | $ | 8,811 | (629 | ) | (6.7 | )% | ||||
| Product gross profit | 2,384 | 5,108 | 2,724 | 114.3 | % | 3,609 | 12,675 | 9,066 | 251.2 | % | ||||||||||
| Total ecommerce gross<br><br><br>profit | $ | 7,295 | $ | 7,219 | (76 | ) | (1.0 | )% | $ | 13,049 | $ | 21,486 | 8,437 | 64.7 | % | |||||
| Average vehicle selling price per<br><br><br>ecommerce unit | $ | 30,749 | $ | 25,393 | (5,356 | ) | (17.4 | )% | $ | 29,419 | $ | 27,048 | (2,371 | ) | (8.1 | )% | ||||
| Gross profit per<br><br><br>ecommerce unit: | ||||||||||||||||||||
| Vehicle gross profit per<br><br><br>ecommerce unit | $ | 1,274 | $ | 314 | (960 | ) | (75.4 | )% | $ | 1,340 | $ | 602 | (738 | ) | (55.1 | )% | ||||
| Product gross profit per<br><br><br>ecommerce unit | 618 | 761 | 143 | 23.1 | % | 512 | 866 | 354 | 69.1 | % | ||||||||||
| Total gross profit per<br><br><br>ecommerce unit | $ | 1,892 | $ | 1,075 | (817 | ) | (43.2 | )% | $ | 1,852 | $ | 1,468 | (384 | ) | (20.7 | )% | ||||
| Ecommerce average days<br><br><br>to sale | 64 | 66 | 2 | 3.1 | % | 64 | 67 | 3 | 4.7 | % |
All values are in US Dollars.
Ecommerce Units
Ecommerce units sold increased 74.1% to 6,713. Average monthly unique visitors to our website increased 59.1% to 999,899.
Ecommerce Revenue
Ecommerce revenue increased 45.2% to $175.6 million.
| • | Ecommerce Vehicle revenue increased 43.8% to $170.5 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 $30,749 to $25,393. |
|---|---|
| • | Ecommerce Product revenue increased 114.3% to $5.1 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 $618 to $761 per unit. |
| --- | --- |
Ecommerce Gross Profit
Ecommerce gross profit was flat year-over-year at $7.2 million.
| • | Ecommerce Vehicle gross profit decreased 57.0% to $2.1 million. The decrease in ecommerce Vehicle gross profit was primarily attributable to a $960 decrease in ecommerce Vehicle gross profit per unit as a result of pricing actions taken in the beginning of the quarter in response to declines in demand related to COVID-19. |
|---|---|
| • | Ecommerce Product gross profit increased 114.3% to $5.1 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 $618 to $761 per unit. |
| --- | --- |
Ecommerce Gross Profit per Unit
Ecommerce gross profit per unit decreased 43.2% to $1,075.
| • | Ecommerce Vehicle gross profit per unit decreased 75.4% to $314. |
|---|---|
| • | Ecommerce Product gross profit per unit increased 23.1% to $761. |
| --- | --- |
Results by Segment
| For the Three Months Ended<br><br><br>June 30, | For the Six Months Ended<br><br><br>June 30, | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | Change | % Change | 2019 | % Change | |||||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||||||
| Units: | ||||||||||||||||||||||
| Ecommerce | 3,856 | 6,713 | 2,857 | 74.1 | % | 7,043 | 14,643 | 7,600 | 107.9 | % | ||||||||||||
| TDA | 2,792 | 1,110 | (1,682 | ) | (60.2 | )% | 6,162 | 4,145 | (2,017 | ) | (32.7 | )% | ||||||||||
| Wholesale | 5,396 | 3,259 | (2,137 | ) | (39.6 | )% | 10,626 | 7,944 | (2,682 | ) | (25.2 | )% | ||||||||||
| Total units | 12,044 | 11,082 | (962 | ) | (8.0 | )% | 23,831 | 26,732 | 2,901 | 12.2 | % | |||||||||||
| Revenue: | ||||||||||||||||||||||
| Ecommerce | $ | 120,953 | $ | 175,568 | $ | 54,615 | 45.2 | % | $ | 210,808 | 408,740 | 197,932 | 93.9 | % | ||||||||
| TDA | 85,413 | 26,604 | (58,809 | ) | (68.9 | )% | 178,497 | 113,628 | (64,869 | ) | (36.3 | )% | ||||||||||
| Wholesale | 54,531 | 50,921 | (3,610 | ) | (6.6 | )% | 106,651 | 106,497 | (154 | ) | (0.1 | )% | ||||||||||
| Total revenue | $ | 260,897 | $ | 253,093 | $ | (7,804 | ) | (3.0 | )% | $ | 495,956 | 628,865 | 132,909 | 26.8 | % | |||||||
| Gross profit: | ||||||||||||||||||||||
| Ecommerce | $ | 7,295 | $ | 7,219 | $ | (76 | ) | (1.0 | )% | $ | 13,049 | 21,486 | 8,437 | 64.7 | % | |||||||
| TDA | 6,101 | 931 | (5,170 | ) | (84.7 | )% | 12,179 | 6,346 | (5,833 | ) | (47.9 | )% | ||||||||||
| Wholesale | 449 | (543 | ) | (992 | ) | (220.9 | )% | 629 | (1,838 | ) | (2,467 | ) | (392.2 | )% | ||||||||
| Total gross profit | $ | 13,845 | $ | 7,607 | $ | (6,238 | ) | (45.1 | )% | $ | 25,857 | 25,994 | 137 | 0.5 | % | |||||||
| Gross profit<br><br><br>per unit: | ||||||||||||||||||||||
| Ecommerce | $ | 1,892 | $ | 1,075 | $ | (817 | ) | (43.2 | )% | $ | 1,852 | 1,468 | (384 | ) | (20.7 | )% | ||||||
| TDA | $ | 2,088 | $ | 778 | $ | (1,310 | ) | (62.7 | )% | $ | 1,907 | 1,477 | (430 | ) | (22.5 | )% | ||||||
| Wholesale | $ | 83 | $ | (167 | ) | $ | (250 | ) | (301.2 | )% | $ | 59 | (231 | ) | (290 | ) | (491.5 | )% | ||||
| Total gross profit per<br><br><br>unit | $ | 1,150 | $ | 686 | $ | (464 | ) | (40.3 | )% | $ | 1,085 | 972 | (113 | ) | (10.4 | )% |
All values are in US Dollars.
Total Units
Total units sold decreased 8.0% to 11,082.
| • | Ecommerce units sold increased 74.1% to 6,713. |
|---|---|
| • | TDA units sold decreased 60.2% to 1,110 due to government mandated “stay at home” orders and other disruptions related to the COVID-19 pandemic in the Houston area. |
| --- | --- |
| • | Wholesale units sold decreased 39.6% to 3,259 primarily due to a reduction of wholesale grade units purchased from consumers during the early stage of the COVID-19 pandemic. |
| --- | --- |
Total Revenue
Total revenue decreased 3.0% to $253.1 million.
| • | Ecommerce revenue increased 45.2% to $175.6 million as discussed above. |
|---|---|
| • | TDA revenue decreased 68.9% to $26.6 million. TDA revenue decreased primarily due to the decrease in TDA units sold and a lower average selling price per unit, which decreased from $29,310 to $23,114. |
| --- | --- |
| • | Wholesale revenue decreased 6.6% to $50.9 million. The decrease in wholesale revenue was primarily attributable to the decrease in wholesale units sold, partially offset by a higher average selling price per wholesale unit, which increased from $10,106 to $15,625, primarily driven by the sale of un-reconditioned retail vehicles through wholesale auctions in the early stage of the COVID-19 pandemic. |
| --- | --- |
Total Gross Profit
Total gross profit decreased 45.1% to $7.6 million.
| • | Ecommerce gross profit was flat year-over-year at $7.2 million, as discussed above. |
|---|---|
| • | TDA gross profit decreased 84.7% to $0.9 million. TDA gross profit decreased in part due to a decrease in TDA gross profit per unit of $1,310, primarily as a result of pricing actions taken in the beginning of the quarter in response to declines in demand related to COVID-19 and due to the decrease in TDA units sold. |
| --- | --- |
| • | Wholesale gross profit decreased 220.9% to a loss of $0.5 million. Wholesale gross profit decreased primarily due to a decrease in wholesale gross profit per unit of $250 and the decrease in wholesale units sold. |
| --- | --- |
Total Gross Profit per Unit
Total gross profit per unit decreased 40.3% to $686.
| • | Ecommerce gross profit per unit decreased 43.2% to $1,075. |
|---|---|
| • | TDA gross profit per unit decreased 62.7% to $778. |
| --- | --- |
| • | Wholesale gross profit per unit decreased 301.2% to a loss of $167. |
| --- | --- |
SG&A
| Six Months Ended<br><br><br>June 30, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | % Change | 2019 | Change | % Change | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Compensation & benefits | 17,476 | 20,618 | $ | 3,142 | 18.0 | % | $ | 32,968 | 40,940 | $ | 7,972 | 24.2 | % | |||||||
| Marketing expense | 12,736 | 11,573 | (1,163 | ) | (9.1 | )% | 19,836 | 29,488 | 9,652 | 48.7 | % | |||||||||
| Outbound logistics | 2,650 | 5,470 | 2,820 | 106.4 | % | 4,944 | 11,261 | 6,317 | 127.8 | % | ||||||||||
| Occupancy and related costs | 2,985 | 2,267 | (718 | ) | (24.1 | )% | 5,271 | 4,964 | (307 | ) | (5.8 | )% | ||||||||
| Professional fees | 3,227 | 1,465 | (1,762 | ) | (54.6 | )% | 5,880 | 3,924 | (1,956 | ) | (33.3 | )% | ||||||||
| Other | 4,618 | 6,518 | 1,900 | 41.1 | % | 11,376 | 15,714 | 4,338 | 38.1 | % | ||||||||||
| Total selling, general &<br><br><br>administrative expenses | 43,692 | 47,911 | $ | 4,219 | 9.7 | % | $ | 80,275 | 106,291 | $ | 26,016 | 32.4 | % |
All values are in US Dollars.
Selling, general and administrative expenses increased 9.7% to $47.9 million. The increase was primarily due to a $3.1 million increase in compensation and benefits and a $2.8 million increase in outbound logistics costs. These increases were offset by a $1.8 million decrease in professional fees and a $1.2 million decrease in marketing expense.
Loss from Operations and Net Loss
Loss from operations increased 32.0% to $41.4 million and includes $4.1 million of stock-based compensation expense, of which $1.3 million is one-time expense accelerated by our IPO.
Net loss increased 89.6% to $63.2 million, and includes $1.3 million of a one-time, IPO-related acceleration of non-cash stock-based compensation expense and a $21.3 million one-time, IPO-related non-cash revaluation of a preferred stock warrant.
Non-GAAP 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 and the one-time, IPO related non-cash revaluation of a preferred stock warrant. 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 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 and the one-time, IPO related non-cash revaluation of a preferred stock warrant. 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
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.
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2019 | 2020 | |||||||||
| (in thousands) | (in thousands) | |||||||||||
| Net loss | $ | (33,340 | ) | $ | (63,228 | ) | $ | (60,479 | ) | $ | (104,287 | ) |
| Adjusted to exclude the following: | ||||||||||||
| Interest expense | 3,388 | 1,297 | 6,106 | 4,123 | ||||||||
| Interest income | (1,415 | ) | (715 | ) | (3,264 | ) | (2,671 | ) | ||||
| Provision (benefit) for income taxes | (29 | ) | 52 | 74 | 105 | |||||||
| Depreciation and amortization expense | 1,557 | 1,089 | 3,146 | 2,059 | ||||||||
| EBITDA | $ | (29,839 | ) | $ | (61,505 | ) | $ | (54,417 | ) | $ | (100,671 | ) |
| One-time IPO related acceleration of non-cash<br><br><br>stock-based compensation | — | 1,262 | — | 1,262 | ||||||||
| One-time IPO related non-cash revaluation of preferred<br><br><br>stock warrant | — | 21,260 | — | 20,470 | ||||||||
| Adjusted EBITDA | $ | (29,839 | ) | $ | (38,983 | ) | $ | (54,417 | ) | $ | (78,939 | ) |
Adjusted loss from operations
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2019 | 2020 | |||||||||
| (in thousands) | (in thousands) | |||||||||||
| Loss from operations | $ | (31,348 | ) | $ | (41,387 | ) | $ | (57,452 | ) | $ | (82,346 | ) |
| Add: One-time IPO related acceleration of non-cash stock<br><br><br>based compensation | — | 1,262 | — | 1,262 | ||||||||
| Adjusted loss from operations | $ | (31,348 | ) | $ | (40,125 | ) | $ | (57,452 | ) | $ | (81,084 | ) |
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>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2019 | 2020 | |||||||||
| (in thousands, except share and per share amounts) | ||||||||||||
| Net loss | $ | (33,340 | ) | $ | (63,228 | ) | $ | (60,479 | ) | $ | (104,287 | ) |
| Accretion of redeemable convertible preferred stock | (25,879 | ) | — | (43,843 | ) | — | ||||||
| Net loss attributable to common stockholders | $ | (59,219 | ) | $ | (63,228 | ) | $ | (104,322 | ) | $ | (104,287 | ) |
| Add: One-time IPO related acceleration of non-cash stock<br><br><br>based compensation | — | 1,262 | — | 1,262 | ||||||||
| Add: One-time IPO related non-cash revaluation of<br><br><br>preferred stock warrant | — | 21,260 | — | 20,470 | ||||||||
| Non-GAAP net loss | $ | (59,219 | ) | $ | (40,706 | ) | $ | (104,322 | ) | $ | (82,555 | ) |
| Weighted-average number of shares outstanding used to<br><br><br>compute net loss per share, basic and diluted | 8,580,150 | 31,599,497 | 8,579,539 | 20,035,476 | ||||||||
| Net loss per share, basic and diluted | $ | (6.90 | ) | $ | (2.00 | ) | $ | (12.16 | ) | $ | (5.21 | ) |
| Impact of one-time IPO related acceleration of non-cash stock<br><br><br>based compensation | - | 0.04 | - | 0.07 | ||||||||
| Impact of one-time IPO related non-cash revaluation of<br><br><br>preferred stock warrant | - | 0.67 | - | 1.02 | ||||||||
| Non-GAAP net loss per share, basic and diluted | $ | (6.90 | ) | $ | (1.29 | ) | $ | (12.16 | ) | $ | (4.12 | ) |
| Non-GAAP net loss per share, as adjusted, basic and<br><br><br>diluted^(a)^ | $ | (0.28 | ) | $ | (0.34 | ) | $ | (0.51 | ) | $ | (0.70 | ) |
^(^^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 and (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. The computation of Non-GAAP net loss per share, as adjusted, is as follows:
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2019 | 2020 | |||||||||
| (in thousands, except share and per share amounts) | ||||||||||||
| Non-GAAP net loss | $ | (59,219 | ) | $ | (40,706 | ) | $ | (104,322 | ) | $ | (82,555 | ) |
| Add: Accretion of redeemable convertible preferred stock | 25,879 | — | 43,843 | — | ||||||||
| Non-GAAP net loss, as adjusted | $ | (33,340 | ) | $ | (40,706 | ) | $ | (60,479 | ) | $ | (82,555 | ) |
| Weighted-average number of shares outstanding used to<br><br><br>compute net loss per share, basic and diluted | 8,580,150 | 31,599,497 | 8,579,539 | 20,035,476 | ||||||||
| Add: unweighted adjustment for common stock issued in<br><br><br>connection with IPO | 24,437,500 | 24,437,500 | 24,437,500 | 24,437,500 | ||||||||
| Add: unweighted adjustment for conversion of<br><br><br>redeemable convertible preferred stock in connection<br><br><br>with IPO | 85,533,394 | 85,533,394 | 85,533,394 | 85,533,394 | ||||||||
| Less: Adjustment for the impact of the above items<br><br><br>already included in weighted-average number of<br><br><br>shares outstanding for the periods presented | — | (22,960,956 | ) | — | (11,480,478 | ) | ||||||
| Weighted-average number of shares outstanding used to<br><br><br>compute net loss per share, as adjusted, basic and<br><br><br>diluted | 118,551,044 | 118,609,435 | 118,550,433 | 118,525,892 | ||||||||
| Non-GAAP net loss per share, as adjusted, basic and diluted | $ | (0.28 | ) | $ | (0.34 | ) | $ | (0.51 | ) | $ | (0.70 | ) |
Financial Outlook
We expect another quarter of significant year-over-year growth in ecommerce unit sales and revenue for Q3 2020 and improvement in total ecommerce gross profit per unit. For Q3 2020, we expect the following results and comparisons on a year-over-year basis:
•Ecommerce unit sales of 8,500-8,800, average total revenue per unit of $23,500 and average gross profit per unit of $1,600-$1,700.
•TDA unit sales of 1,400-1,600, average total revenue per unit of $23,500 and average gross profit per unit of $1,000-$1,100.
•Wholesale unit sales of 3,500-4,500, average revenue per unit of $10,000 and average gross profit per unit of $100-$200.
•Total revenue of $268 million -$290 million.
•Total gross profit of $16 million-$18 million.
•Net loss per share of $(0.42)-$(0.37).
Prior to our IPO, our shares outstanding primarily consisted of shares of redeemable convertible preferred stock, which automatically converted to shares of common stock upon the consummation of our IPO. In addition, all warrants outstanding were exercised upon the IPO or shortly thereafter, and certain stock-based compensation shares were issued or vested upon the IPO. We expect the following number of GAAP weighted average shares outstanding for the remainder of 2020:
| Quarter | YTD | |
|---|---|---|
| Q3 2020 | 119,342,000 | 53,138,000 |
| Q4 2020 | 119,441,000 | 69,713,000 |
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 August 12, 2020 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, August 12, 2020 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 8738028. 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.
Investor Relations:
Vroom
Allen Miller
investors@vroom.com
Media Contact:
Moxie Communications Group
Alyssa Galella
vroom@moxiegrouppr.com
(562) 294-6261
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 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 Quarterly report on Form 10-Q for the quarter ended June 30, 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.
VROOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
| As of<br><br><br>June 30, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| ASSETS | |||||
| Current Assets: | |||||
| Cash and cash equivalents | 217,734 | $ | 651,035 | ||
| Restricted cash | 1,853 | 21,853 | |||
| Accounts receivable, net of allowance of 789 and 1,135, respectively | 30,848 | 15,287 | |||
| Inventory | 205,746 | 141,063 | |||
| Prepaid expenses and other current assets | 9,149 | 17,808 | |||
| Total current assets | 465,330 | 847,046 | |||
| Property and equipment, net | 7,828 | 9,783 | |||
| Intangible assets, net | 572 | 297 | |||
| Goodwill | 78,172 | 78,172 | |||
| Operating lease right-of-use assets | — | 15,437 | |||
| Other assets | 11,485 | 12,472 | |||
| Total assets | 563,387 | $ | 963,207 | ||
| LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK<br> AND STOCKHOLDERS’ (DEFICIT) EQUITY | |||||
| Current Liabilities: | |||||
| Accounts payable | 18,987 | $ | 20,133 | ||
| Accrued expenses | 38,491 | 40,898 | |||
| Vehicle floorplan | 173,461 | 109,783 | |||
| Deferred revenue | 17,323 | 15,488 | |||
| Operating lease liabilities, current | — | 4,640 | |||
| Other current liabilities | 11,572 | 13,115 | |||
| Total current liabilities | 259,834 | 204,057 | |||
| Operating lease liabilities, excluding current portion | — | 11,750 | |||
| Other long-term liabilities | 3,073 | 1,965 | |||
| Total liabilities | 262,907 | 217,772 | |||
| Commitments and contingencies (Note 8) | |||||
| Redeemable convertible preferred stock, 0.001 par value; 86,123,364<br> and 10,000,000 shares authorized as of December 31, 2019 and June 30, 2020,<br> respectively; 83,568,628 and zero shares issued and outstanding as of<br> December 31, 2019 and June 30, 2020, respectively | 874,332 | — | |||
| Stockholders’ (deficit) equity: | |||||
| Common stock, 0.001 par value; 113,443,854 and 500,000,000 shares authorized as of<br> December 31, 2019 and June 30, 2020, respectively; 8,650,922 and 119,336,588 shares<br> issued and outstanding as of December 31, 2019 and June 30, 2020, respectively | 8 | 119 | |||
| Additional paid-in-capital | — | 1,424,675 | |||
| Accumulated deficit | (573,860 | ) | (679,359 | ) | |
| Total stockholders’ (deficit) equity | (573,852 | ) | 745,435 | ||
| Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity | 563,387 | $ | 963,207 |
All values are in US Dollars.
VROOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2019 | 2020 | |||||||||
| Revenue: | ||||||||||||
| Retail vehicle, net | $ | 200,402 | $ | 196,150 | $ | 379,152 | $ | 504,862 | ||||
| Wholesale vehicle | 54,531 | 50,921 | 106,651 | 106,497 | ||||||||
| Product, net | 5,491 | 5,736 | 9,236 | 16,780 | ||||||||
| Other | 473 | 286 | 917 | 726 | ||||||||
| Total revenue | 260,897 | 253,093 | 495,956 | 628,865 | ||||||||
| Cost of sales | 247,052 | 245,486 | 470,099 | 602,871 | ||||||||
| Total gross profit | 13,845 | 7,607 | 25,857 | 25,994 | ||||||||
| Selling, general and administrative expenses | 43,692 | 47,911 | 80,275 | 106,291 | ||||||||
| Depreciation and amortization | 1,501 | 1,083 | 3,034 | 2,049 | ||||||||
| Loss from operations | (31,348 | ) | (41,387 | ) | (57,452 | ) | (82,346 | ) | ||||
| Interest expense | 3,388 | 1,297 | 6,106 | 4,123 | ||||||||
| Interest income | (1,415 | ) | (715 | ) | (3,264 | ) | (2,671 | ) | ||||
| Revaluation of preferred stock warrant | 60 | 21,260 | 142 | 20,470 | ||||||||
| Other income, net | (12 | ) | (53 | ) | (31 | ) | (86 | ) | ||||
| Loss before provision (benefit) for income taxes | (33,369 | ) | (63,176 | ) | (60,405 | ) | (104,182 | ) | ||||
| Provision (benefit) for income taxes | (29 | ) | 52 | 74 | 105 | |||||||
| Net loss | $ | (33,340 | ) | $ | (63,228 | ) | $ | (60,479 | ) | $ | (104,287 | ) |
| Accretion of redeemable convertible preferred stock | (25,879 | ) | — | (43,843 | ) | — | ||||||
| Net loss attributable to common stockholders | $ | (59,219 | ) | $ | (63,228 | ) | $ | (104,322 | ) | $ | (104,287 | ) |
| Net loss per share attributable to common stockholders,<br><br><br>basic and diluted | $ | (6.90 | ) | $ | (2.00 | ) | $ | (12.16 | ) | $ | (5.21 | ) |
| Weighted-average number of shares outstanding used<br><br><br>to compute net loss per share attributable to common<br><br><br>stockholders, basic and diluted | 8,580,150 | 31,599,497 | 8,579,539 | 20,035,476 |
VROOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Six Months Ended<br><br><br>June 30, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2020 | |||||
| Operating activities | ||||||
| Net loss | $ | (60,479 | ) | $ | (104,287 | ) |
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||
| Depreciation and amortization | 3,146 | 2,059 | ||||
| Amortization of debt issuance costs | 179 | 375 | ||||
| Stock-based compensation expense | 1,536 | 4,700 | ||||
| Loss on disposal of property and equipment | 764 | — | ||||
| Provision for inventory obsolescence | 1,889 | (1,564 | ) | |||
| Revaluation of preferred stock warrant | 142 | 20,470 | ||||
| Other | — | 632 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (14,544 | ) | 14,863 | |||
| Inventory | (76,209 | ) | 66,247 | |||
| Prepaid expenses and other current assets | (1,814 | ) | (7,909 | ) | ||
| Other assets | (1,488 | ) | (1,285 | ) | ||
| Accounts payable | 6,501 | 919 | ||||
| Accrued expenses | 7,224 | 4,714 | ||||
| Deferred revenue | 2,664 | (1,835 | ) | |||
| Other liabilities | 2,592 | 1,905 | ||||
| Net cash (used in) provided by operating activities | (127,897 | ) | 4 | |||
| Investing activities | ||||||
| Purchase of property and equipment | (794 | ) | (3,128 | ) | ||
| Net cash used in investing activities | (794 | ) | (3,128 | ) | ||
| Financing activities | ||||||
| Repayments of long-term debt | (3,340 | ) | — | |||
| Proceeds from vehicle floorplan | 420,518 | 465,663 | ||||
| Repayments of vehicle floorplan | (349,545 | ) | (529,341 | ) | ||
| Payment of vehicle floorplan upfront commitment fees | — | (1,125 | ) | |||
| Proceeds from the issuance of redeemable convertible preferred stock, net | — | 21,694 | ||||
| Repurchase of common stock | (542 | ) | (1,818 | ) | ||
| Common stock shares withheld to satisfy employee tax withholding obligations | — | (878 | ) | |||
| Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount | — | 504,023 | ||||
| Payments of costs related to IPO | — | (1,740 | ) | |||
| Proceeds from exercise of stock options | 347 | 13 | ||||
| Other financing activities | 268 | (66 | ) | |||
| Net cash provided by financing activities | 67,706 | 456,425 | ||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (60,985 | ) | 453,301 | |||
| Cash, cash equivalents and restricted cash at the beginning of period | 163,509 | 219,587 | ||||
| Cash, cash equivalents and restricted cash at the end of period | $ | 102,524 | $ | 672,888 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid for interest | $ | 5,176 | $ | 2,743 | ||
| Cash paid for income taxes | $ | 209 | $ | — | ||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||
| Accretion of redeemable convertible preferred stock | $ | 43,843 | $ | — | ||
| Costs related to IPO included in accrued expenses and accounts payable | $ | — | $ | 5,051 | ||
| Conversion of redeemable convertible preferred stock warrant to common stock warrant | $ | — | $ | 21,873 | ||
| Issuance of common stock as upfront payment to nonemployee | $ | — | $ | 2,127 | ||
| Accrued property and equipment expenditures | $ | 101 | $ | 611 |
14