Form 8-K - Current report

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): November 12, 2024

VROOM, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-39315	90-1112566
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3600 W Sam Houston Pkwy S, Floor 4
Houston, Texas 77042

(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 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 November 12, 2024, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 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 November 12, 2024, the Company posted a corporate slide presentation with financial results for the quarter ended September 30, 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 November 12, 2024.
99.2		Earnings Presentation for the Quarter Ended September 30, 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: November 12, 2024	By:	/s/ Agnieszka Zakowicz
		Agnieszka Zakowicz
		Chief Financial Officer

Exhibit 99.1

Vroom Announces Third Quarter 2024 Results

Reaches an Agreement to Recapitalize Debt

Positions the Company for Long-Term Growth

NEW YORK – November 12, 2024 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the third quarter ended September 30, 2024.

HIGHLIGHTS OF THIRD QUARTER 2024

•

$51.1 million cash and cash equivalents as of September 30, 2024

•

$32.9 million of liquidity available to UACC under the warehouse credit facilities

•

$(37.7) million net loss from continuing operations

•

$(25.5) million Adjusted EBITDA1

•

Entered into an agreement to restructure $290 million of unsecured convertible notes, into equity through a prepackaged Chapter 11 case.

Tom Shortt, the Company’s Chief Executive Officer, said, “Since winding down our ecommerce used automotive dealer business, we have been focused on maximizing the value of our remaining assets for our stakeholders. We believe eliminating our unsecured notes will significantly strengthen our balance sheet and allow us to emerge without any long-term debt at Vroom, Inc., while its subsidiary, UACC, will continue to be obligated to debt that is related to asset-backed securitizations and their trust preferred securities. Our team remains focused on executing our Long-Term Strategic Plan announced in September. We continue to make progress on our key initiatives and are focused on portfolio performance, improving processes and technology, digitization and automation, and reducing costs across the business.”

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.

THIRD QUARTER 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 September 30,									Nine Months Ended September 30,
	2024			2023			$ Change			2024			2023			$ Change
Interest income	$	50,213		$	47,579		$	2,634		$	153,152		$	128,942		$	24,210

Interest expense:
Warehouse credit facility		6,251			5,522			729			22,708			12,279			10,429
Securitization debt		9,096			6,116			2,980			21,960			16,442			5,518
Total interest expense		15,347			11,638			3,709			44,668			28,721			15,947
Net interest income		34,866			35,941			(1,075	)		108,484			100,221			8,263

Realized and unrealized losses, net of recoveries		38,346			37,258			1,088			87,894			76,173			11,721
Net interest income after losses and recoveries		(3,480	)		(1,317	)		(2,163	)		20,590			24,048			(3,458	)

Noninterest income:
Servicing income		1,495			2,430			(935	)		5,101			7,835			(2,734	)
Warranties and GAP income (loss), net		3,917			146			3,771			(4,347	)		3,732			(8,079	)
CarStory revenue		2,890			2,998			(108	)		8,782			9,392			(610	)
Gain on debt extinguishment		—			—			—			—			19,640			(19,640	)
Other income		2,419			2,057			362			8,344			8,160			184
Total noninterest income		10,721			7,631			3,090			17,880			48,759			(30,879	)

Expenses:
Compensation and benefits		25,365			19,851			5,514			76,651			64,413			12,238
Professional fees		1,587			3,648			(2,061	)		6,418			11,065			(4,647	)
Software and IT costs		3,360			4,685			(1,325	)		12,018			14,735			(2,717	)
Depreciation and amortization		7,105			7,298			(193	)		21,963			21,720			243
Interest expense on corporate debt		1,601			1,593			8			4,541			4,460			81
Impairment charges		2,407			—			2,407			5,159			—			5,159
Other expenses		3,436			3,861			(425	)		12,853			13,631			(778	)
Total expenses		44,861			40,936			3,925			139,603			130,024			9,579

Loss from continuing operations before provision for income taxes		(37,620	)		(34,622	)		(2,998	)		(101,133	)		(57,217	)		(43,916	)
Provision for income taxes from continuing operations		124			117			7			393			453			(60	)
Net loss from continuing operations	$	(37,744	)	$	(34,739	)	$	(3,005	)	$	(101,526	)	$	(57,670	)	$	(43,856	)
Net loss from discontinued operations	$	(1,999	)	$	(47,988	)	$	45,989		$	(27,024	)	$	(165,838	)	$	138,814
Net loss	$	(39,743	)	$	(82,727	)	$	42,984		$	(128,550	)	$	(223,508	)	$	94,958

Results by Segment

UACC


	Three Months Ended September 30,
	2024			2023			Change			% Change
	(in thousands)
Interest income	$	50,801		$	48,068		$	2,734			5.7	%

Interest expense:
Warehouse credit facility		6,251			5,522			729			13.2	%
Securitization debt		9,096			6,116			2,980			48.7	%
Total interest expense		15,347			11,638			3,709			31.9	%
Net interest income		35,454			36,430			(975	)		(2.7	)%

Realized and unrealized losses, net of recoveries		30,117			30,323			(206	)		(0.7	)%
Net interest income after losses and recoveries		5,338			6,107			(769	)		(12.6	)%

Noninterest income:
Servicing income		1,495			2,430			(935	)		(38.5	)%
Warranties and GAP income, net		2,074			1,487			587			39.5	%
Other income		1,698			570			1,128			197.9	%
Total noninterest income		5,267			4,487			780			17.4	%

Expenses:
Compensation and benefits		19,819			14,976			4,843			32.3	%
Professional fees		875			986			(111	)		(11.3	)%
Software and IT costs		2,346			2,798			(452	)		(16.2	)%
Depreciation and amortization		5,505			5,689			(184	)		(3.2	)%
Interest expense on corporate debt		681			540			141			26.1	%
Impairment charges		2,407			—			2,407			100.0	%
Other expenses		1,991			1,666			325			19.5	%
Total expenses		33,624			26,656			6,968			26.1	%

Adjusted EBITDA	$	(14,119	)	$	(9,780	)	$	(4,339	)		44.4	%

Interest income on cash and cash equivalents	$	(548	)	$	(520	)		(28	)		5.4	%
Stock compensation expense	$	834		$	572			262			45.9	%
Severance	$	20		$	—			20			100.0	%


	Nine Months Ended September 30,
	2024			2023			Change			% Change
	(in thousands)
Interest income	$	154,731		$	130,897		$	23,834			18.2	%

Interest expense:
Warehouse credit facility		22,708			12,279			10,429			84.9	%
Securitization debt		21,960			16,442			5,518			33.6	%
Total interest expense		44,668			28,721			15,947			55.5	%
Net interest income		110,063			102,176			7,887			7.7	%

Realized and unrealized losses, net of recoveries		77,460			62,980			14,479			23.0	%
Net interest income after losses and recoveries		32,604			39,196			(6,592	)		(16.8	)%

Noninterest income:
Servicing income		5,101			7,835			(2,734	)		(34.9	)%
Warranties and GAP income, net		5,324			5,168			156			3.0	%
Other income		6,266			2,601			3,665			140.9	%
Total noninterest income		16,691			15,604			1,087			7.0	%

Expenses:
Compensation and benefits		59,146			49,904			9,242			18.5	%
Professional fees		2,326			4,555			(2,229	)		(48.9	)%
Software and IT costs		8,048			8,478			(430	)		(5.1	)%
Depreciation and amortization		17,156			16,898			258			1.5	%
Interest expense on corporate debt		1,781			1,173			608			51.8	%
Impairment charges		5,159			—			5,159			100.0	%
Other expenses		7,569			5,927			1,642			27.7	%
Total expenses		101,186			86,935			14,251			16.4	%

Adjusted EBITDA	$	(27,091	)	$	(13,956	)	$	(13,135	)		94.1	%

Interest income on cash and cash equivalents	$	(1,676	)	$	(1,474	)		(202	)		13.7	%
Stock compensation expense	$	1,867		$	1,580			287			18.2	%
Severance	$	513		$	—			513			100.0	%

CarStory


	Three Months Ended September 30,
	2024			2023			Change			% Change
	(in thousands)
Noninterest income:
CarStory revenue	$	2,890		$	2,998		$	(108	)		(3.6	)%
Other income		199			141			58			41.1	%
Total noninterest income		3,089			3,139			(50	)		(1.6	)%

Expenses:
Compensation and benefits		3,127			2,328			799			34.3	%
Professional fees		(112	)		71			(183	)		(257.7	)%
Software and IT costs		17			170			(153	)		(90.0	)%
Depreciation and amortization		1,600			1,609			(9	)		(0.6	)%
Other expenses		127			161			(34	)		(21.1	)%
Total expenses		4,759			4,339			420			9.7	%

Adjusted EBITDA	$	(210	)	$	536		$	(746	)		(139.2	)%

Interest income on cash and cash equivalents	$	(198	)	$	(141	)		(57	)		40.4	%
Stock compensation expense	$	59		$	268			(210	)		(78.2	)%


	Nine Months Ended September 30,
	2024			2023			Change			% Change
	(in thousands)
Noninterest income:
CarStory revenue	$	8,782		$	9,392		$	(610	)		(6.5	)%
Other income		562			282			280			99.3	%
Total noninterest income		9,344			9,674			(330	)		(3.4	)%

Expenses:
Compensation and benefits		7,802			7,149			653			9.1	%
Professional fees		90			361			(271	)		(75.2	)%
Software and IT costs		205			515			(310	)		(60.2	)%
Depreciation and amortization		4,807			4,822			(15	)		(0.3	)%
Other expenses		300			462			(162	)		(35.1	)%
Total expenses		13,203			13,308			(105	)		(0.8	)%

Adjusted EBITDA	$	720		$	1,738		$	(1,018	)		(58.6	)%

Interest income on cash and cash equivalents	$	(561	)	$	(275	)		(286	)		103.9	%
Stock compensation expense	$	334		$	825			(490	)		(59.5	)%

Corporate


	Three Months Ended September 30,
	2024			2023			Change			% Change
	(in thousands)
Interest income	$	(588	)	$	(489	)	$	(100	)		20.5	%

Realized and unrealized losses, net of recoveries		8,229			6,935			1,294			18.7	%
Net interest income after losses and recoveries		(8,818	)		(7,424	)		(1,394	)		18.8	%

Noninterest income:
Warranties and GAP income (loss), net	$	1,843		$	(1,341	)	$	3,184			237.4	%
Other income		522			1,346			(824	)		(61.2	)%
Total noninterest income		2,365			5			2,360			47,200.0	%

Expenses:
Compensation and benefits		2,419			2,547			(128	)		(5.0	)%
Professional fees		824			2,591			(1,767	)		(68.2	)%
Software and IT costs		997			1,717			(720	)		(41.9	)%
Interest expense on corporate debt		920			1,053			(133	)		(12.6	)%
Other expenses		1,318			2,034			(716	)		(35.2	)%
Total expenses		6,478			9,941			(3,463	)		(34.8	)%

Adjusted EBITDA	$	(11,205	)	$	(16,715	)	$	5,510			33.0	%

Interest income on cash and cash equivalents	$	(289	)	$	(1,346	)		1,057			78.5	%
Stock compensation expense	$	351		$	939			(587	)		(62.6	)%
Severance	$	743		$	—			743			100.0	%


	Nine Months Ended September 30,
	2024			2023			Change			% Change
	(in thousands)
Interest income	$	(1,579	)	$	(1,955	)	$	376			19.2	%

Realized and unrealized losses, net of recoveries		10,434			13,192			(2,758	)		(20.9	)%
Net interest income after losses and recoveries		(12,013	)		(15,148	)		3,134			20.7	%

Noninterest (loss) income:
Warranties and GAP loss, net		(9,671	)		(1,436	)	$	(8,235	)		573.5	%
Gain on debt extinguishment		—			19,640			(19,640	)		(100.0	)%
Other income		1,516			5,277			(3,761	)		(71.3	)%
Total noninterest (loss) income		(8,155	)		23,481			(31,636	)		(134.7	)%

Expenses:
Compensation and benefits		9,703			7,360			2,342			31.8	%
Professional fees		4,002			6,149			(2,148	)		(34.9	)%
Software and IT costs		3,765			5,742			(1,977	)		(34.4	)%
Interest expense on corporate debt		2,760			3,287			(527	)		(16.0	)%
Other expenses		4,984			7,242			(2,259	)		(31.2	)%
Total expenses		25,213			29,781			(4,568	)		(15.3	)%

Adjusted EBITDA	$	(38,858	)	$	(40,358	)	$	1,500			3.7	%

Interest income on cash and cash equivalents	$	(984	)	$	(5,276	)		4,292			81.3	%
Stock compensation expense	$	2,812		$	2,722			91			3.3	%
Severance	$	1,935		$	—			1,935			100.0	%

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, 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Net loss from continuing operations	$	(37,744	)	$	(34,739	)	$	(101,526	)	$	(57,670	)
Adjusted to exclude the following:
Interest expense on corporate debt		1,601			1,593			4,541			4,460
Interest income on cash and cash equivalents		(1,035	)		(2,007	)		(3,221	)		(7,026	)
Provision for income taxes		124			117			393			453
Depreciation and amortization		7,105			7,298			21,963			21,720
EBITDA	$	(29,949	)	$	(27,738	)	$	(77,850	)	$	(38,063	)
Stock compensation expense		1,244			1,779			5,014			5,126
Severance		763			—			2,448			—
Gain on debt extinguishment		—			—			—			(19,640	)
Impairment charges		2,407			—			5,159			—
Adjusted EBITDA	$	(25,534	)	$	(25,959	)	$	(65,229	)	$	(52,576	)

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 anticipated restructuring, including its impact, intended benefits, and outcome, 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, 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, 2023, as updated by our Quarterly report on Form 10-Q for the quarter ended September 30, 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

(in thousands, except share and per share amounts)

(unaudited)


	As of September 30,			As of December 31,
	2024			2023
ASSETS
Cash and cash equivalents	$	51,093		$	135,585
Restricted cash (including restricted cash of consolidated VIEs of $46.2 million and $49.1 million, respectively)		47,068			73,234
Finance receivables at fair value (including finance receivables of consolidated VIEs of $446.7 million and $341.4 million, respectively)		487,573			348,670
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $353.8 million and $457.2 million, respectively)		363,029			503,546
Interest receivable (including interest receivables of consolidated VIEs of $13.1 million and $13.7 million, respectively)		14,024			14,484
Property and equipment, net		3,055			4,982
Intangible assets, net		111,625			131,892
Operating lease right-of-use assets		6,805			7,063
Other assets (including other assets of consolidated VIEs of $12.2 million and $13.3 million, respectively)		36,446			59,429
Assets from discontinued operations		3,016			196,537
Total assets	$	1,123,734		$	1,475,422
LIABILITIES AND STOCKHOLDERS’ EQUITY
Warehouse credit facilities of consolidated VIEs	$	321,812		$	421,268
Long-term debt (including securitization debt of consolidated VIEs of $242.3 million at amortized cost and $167.7 million at fair value as of September 30, 2024 and $314.1 million at fair value as of December 31, 2023)		729,372			626,583
Operating lease liabilities		11,396			10,459
Other liabilities (including other liabilities of consolidated VIEs of $16.4 million and $14.3 million, respectively)		51,474			61,321
Liabilities from discontinued operations		4,997			228,120
Total liabilities		1,119,051			1,347,751
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 1,808,243 and 1,791,286 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		2			2
Additional paid-in-capital		2,093,941			2,088,381
Accumulated deficit		(2,089,260	)		(1,960,712	)
Total stockholders’ equity		4,683			127,671
Total liabilities and stockholders’ equity	$	1,123,734		$	1,475,422

VROOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Interest income	$	50,213			47,579		$	153,152		$	128,942

Interest expense:
Warehouse credit facility		6,251			5,522			22,708			12,279
Securitization debt		9,096			6,116			21,960			16,442
Total interest expense		15,347			11,638			44,668			28,721
Net interest income		34,866			35,941			108,484			100,221

Realized and unrealized losses, net of recoveries		38,346			37,258			87,894			76,173
Net interest income after losses and recoveries		(3,480	)		(1,317	)		20,590			24,048

Noninterest income:
Servicing income		1,495			2,430			5,101			7,835
Warranties and GAP income (loss), net		3,917			146			(4,347	)		3,732
CarStory revenue		2,890			2,998			8,782			9,392
Gain on debt extinguishment		—			—			—			19,640
Other income		2,419			2,057			8,344			8,160
Total noninterest income		10,721			7,631			17,880			48,759

Expenses:
Compensation and benefits		25,365			19,851			76,651			64,413
Professional fees		1,587			3,648			6,418			11,065
Software and IT costs		3,360			4,685			12,018			14,735
Depreciation and amortization		7,105			7,298			21,963			21,720
Interest expense on corporate debt		1,601			1,593			4,541			4,460
Impairment charges		2,407			—			5,159			—
Other expenses		3,436			3,861			12,853			13,631
Total expenses		44,861			40,936			139,603			130,024

Loss from continuing operations before provision for income taxes		(37,620	)		(34,622	)		(101,133	)		(57,217	)
Provision for income taxes from continuing operations		124			117			393			453
Net loss from continuing operations	$	(37,744	)	$	(34,739	)	$	(101,526	)	$	(57,670	)
Net loss from discontinued operations	$	(1,999	)	$	(47,988	)	$	(27,024	)	$	(165,838	)
Net loss	$	(39,743	)	$	(82,727	)	$	(128,550	)	$	(223,508	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted	$	(20.88	)	$	(19.89	)	$	(56.38	)	$	(33.16	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted	$	(1.11	)	$	(27.48	)	$	(15.01	)	$	(95.36	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(21.99	)	$	(47.38	)	$	(71.39	)	$	(128.52	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,807,398			1,746,154			1,800,729			1,739,042

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2024			2023
Operating activities
Net loss from continuing operations	$	(101,526	)	$	(57,670	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges		5,159			—
Profit share receivable		10,899			—
Gain on debt extinguishment		—			(19,640	)
Depreciation and amortization		21,963			21,720
Amortization of debt issuance costs		3,312			2,480
Losses on finance receivables and securitization debt, net		109,992			80,246
Stock-based compensation expense		4,949			5,126
Provision to record finance receivables held for sale at lower of cost or fair value		(3,586	)		4,375
Amortization of unearned discounts on finance receivables at fair value		(12,674	)		(20,273	)
Other, net		(3,846	)		(12,871	)
Changes in operating assets and liabilities:
Finance receivables, held for sale
Originations of finance receivables, held for sale		(322,967	)		(420,793	)
Principal payments received on finance receivables, held for sale		133,920			71,906
Other		1,243			(868	)
Interest receivable		460			(5,367	)
Other assets		8,395			1,629
Other liabilities		(9,847	)		(6,826	)
Net cash used in operating activities from continuing operations		(154,154	)		(356,826	)
Net cash provided by (used in) operating activities from discontinued operations		79,257			(68,805	)
Net cash used in operating activities		(74,897	)		(425,631	)
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		92,217			136,644
Consolidation of VIEs		—			11,409
Principal payments received on beneficial interests		1,953			4,334
Purchase of property and equipment		(2,111	)		(1,926	)
Net cash provided by investing activities from continuing operations		92,059			147,069
Net cash provided by (used in) investing activities from discontinued operations		15,908			(9,627	)
Net cash provided by investing activities		107,967			137,442
Financing activities
Proceeds from borrowings under secured financing agreements, net of issuance costs		296,145			261,991
Principal repayment under secured financing agreements		(194,746	)		(159,384	)
Proceeds from financing of beneficial interests in securitizations		15,821			24,506
Principal repayments of financing of beneficial interests in securitizations		(9,958	)		(5,699	)
Proceeds from warehouse credit facilities		257,200			332,700
Repayments of warehouse credit facilities		(356,656	)		(269,698	)
Repurchases of convertible senior notes		—			(13,194	)
Other financing activities		(356	)		(1,462	)
Net cash provided by financing activities from continuing operations		7,450			169,760
Net cash used in financing activities from discontinued operations		(151,178	)		(64,502	)
Net cash (used in) provided by financing activities		(143,728	)		105,258
Net decrease in cash, cash equivalents and restricted cash		(110,658	)		(182,931	)
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	$	98,161		$	289,079

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)


Supplemental disclosure of cash flow information:
Cash paid for interest	$	43,669	$	26,746
Cash paid for income taxes	$	351	$	5,153
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

Exhibit 99.2

Vroom third quarter 2024 earnings november 2024

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 our expectations regarding the anticipated restructuring, including its impact, intended benefits, and outcome, United Auto Credit Corporation and CarStory, the impact from the UACC’s 2024-1 securitization transaction, the expectation of originations since early 2023, and the impacts of credit tightening, 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, 2023, as updated by our Quarterly report on Form 10-Q for the quarter ended September 30, 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 uacc and carstory. uacc is an indirect lender that offers vehicle financing to consumers through third-party dealers under the uacc brand, focusing primarily on the non-prime market. carstory is a leader in ai-powered analytics and digital services for automotive retail, in addition, vroom continues to own the technology, ip and digital assets that powered vroom’s retail automotive ecommerce platform. Carstory United auto credit united auto credit business Financing and Loan Servicing carstory business Industry Leading Data, AI and Technology vroom assets Automotive eCommerce Platform Acquired by Vroom in 2022 Non-prime lending expertise Successful capital markets experience 9,500+ independent dealer network $1B+ gross serviced portfolio $629M in loan origination in 2023 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 Tangible book value at 9/30 ~$144M 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 AI 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 eCommerce used vehicle platform Predictive price and P&L models Consumer and B2B Inventory acquisition Consumer shopping solution Self-service checkout 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

third quarter results 3rd quarterkey performance indicators $51M Cash and Cash Equivalents(1) $33M 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, $322M outstanding borrowings, $503M excess warehouse capacity uacc performance highlights Slight growth of gross serviced portfolio year over year 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, higher delinquencies and lower recovery rates q32024 uacc performance highlights third quarter 2023 second quarter 2024 third quarter 2024 gross serviced portfolio $1,049 million $1,094 million $1,060 million gross serviced accounts 79,596 82,161 80,049 indirect origination volume(2) $100 million $116 million $100 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 $51m of cash and cash equivalents(1) at third quarter end 2024 4

3rd quarter cash and cash equivalents 3rd quarter cash and cash equivalents(1) $35 $63 ($35) $2 $51 ($14) 6/30/24 Cash and Cash Equivalents (1) Net Interest Income Operating Expenses Change in Securitization and Warehouse Debt Discontinued Operations and Other 9/30/24 Cash and Cash Equivalents (1) 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 discontinuedoperations Proceeds from the liquidation of logistics fleet net of severance and other ecommerce wind-down expenses (1) Represents unrestricted cash and cash equivalents. Excludes restricted cash and warehouse availability 5

12 and 48 month cumulative net loss model (1) (2) Cumulative Net Loss (CNL) Proprietary Model vs. Actual Losses Covid Stimulus Credit tightening (Orange) Multivariate 12 Month CNL Model correlates to (Gray) Actual 12 Month CNL correlates to Yellow Actual 48 Month CNL 48 Month CNL 12 Month CNL (Excel Chart) in late 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 to uacc 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. impact of credit changes remain in line with expectations 6

Vroom appendix

segment financials (1) Adjusted EBITDA is a Q3-2024 Q2-2024 UACC CarStory Corporate Total UACC CarStory Corporate Total Interest income $ 50,801 $ - $ (588) S 50,213 $ 52,389 $ - S (527) $ 51,862 Interest expense: Warehouse credit facility 6,251 — — 6,251 6,986 — — 6.986 Securitization debt 9.096 — — 9,096 7,995 — — 7.995 Total interest expense 15,347 — — 15,347 14,981 — — 14.981 Net interest income 35,454 — (588) 34,866 37,408 — (527) 36.881 Realized and unrealized losses, net of recoveries 30,117 — 8,229 38,346 19,582 — (853) 18.729 Net interest income after losses and recoveries 5,338 — (8,818) (3.480) 17,826 — 325 18,152 Noninterest income: Servicing income 1,495 — — 1,495 1,587 — — 1.587 Warranties and GAP income (loss), net 2,074 — 1,843 3,917 1,640 — (262) 1,378 CarStory revenue — 2,890 — 2,890 — 2,913 — 2,913 Gain on debt extinguishment — — — — — — — — Other income 1,698 199 522 2,419 2,098 190 853 3,141 Total noninterest income 5,267 3,089 2,365 10,721 5,325 3,103 591 9.019 Expenses: Compensation and benefits 19,819 3,127 2,419 25,365 20,539 2,461 4,176 27,176 Professional fees 875 (112) 824 1,587 575 80 833 1.488 Software and IT costs 2,346 17 997 3,360 2,605 21 1,410 4.036 Depreciation and amortization 5,505 1,600 — 7,105 5,630 1,602 — 7.232 Interest expense on corporate debt 681 920 1,601 629 920 1,549 Impairment charges 2,407 — — 2,407 — — — — Other expenses 1,991 127 1,318 3,436 3,054 55 1,852 4.961 Total expenses 33,624 4,759 6,478 44,861 33,032 4,219 9,191 46,442 Adjusted EBITDA(1) $ (14,119) $ (210) $ (11,205) $ (25,534) $ (2,824) $ 372 $ (5,089) $ (7,541) non-GAAP measure. For definitions and a reconciliation to the most comparable GAAP measure, please see the appendix. 8

reconciliation of non-gaap financial measures 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, and long-lived asset impairment charges. The following table presents a reconciliation of EBITDA and Adjusted EBITDA to net loss, which is the most directly comparable U.S. GAAP measure: Three Months Ended Three Months Ended September 30, June 30, 2024 2024 Net loss from continuing operations $ (37744) $ (19,104) Adjusted to exclude the follow ing: Interest expense on corporate debt 1,601 1,549 Interest income on cash and cash equivalents (1,035) (1,182) Provision for income taxes 124 (167) Depreciation and amortization 7,105 7,232 EBITDA $ (29,949) $ (11,672) Stock compensation expense $1,244 $2,446 Severance 763 1,685 Impairment charges 2,407 — Adjusted EBITDA $(25,534) $(7,541) 9

Document and Entity Information	Nov. 12, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001580864
Document Type	8-K
Document Period End Date	Nov. 12, 2024
Entity Registrant Name	VROOM, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39315
Entity Tax Identification Number	90-1112566
Entity Address, Address Line One	3600 W Sam Houston Pkwy S
Entity Address, Address Line Two	Floor 4
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	518
Local Phone Number	535-9125
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	VRM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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