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): August 8, 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 August 8, 2024, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 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 August 8, 2024, the Company posted a corporate slide presentation with financial results for the quarter ended June 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 August 8, 2024.
99.2		Earnings Presentation for the Quarter Ended June 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: August 8, 2024	By:	/s/ Agnieszka Zakowicz
		Agnieszka Zakowicz
		Chief Financial Officer

Exhibit 99.1

Vroom Announces Second Quarter 2024 Results

Continued Progress on Operational Initiatives and Improved Portfolio Performance at UACC

NEW YORK – August 8, 2024 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the second quarter ended June 30, 2024.

HIGHLIGHTS OF SECOND QUARTER 2024

•

$63.4 million cash and cash equivalents as of June 30, 2024

•

$34.0 million of liquidity available to UACC under the warehouse credit facilities

•

$(19.1) million net loss from continuing operations

•

$(7.5) million Adjusted EBITDA

•

Successfully Completed UACC Securitization Transaction in April 2024

Tom Shortt, the Company’s Chief Executive Officer, said “Overall, I am pleased with our second quarter 2024 results. We grew origination volume and our serviced loan portfolio year over year, while continuing to focus on portfolio performance. We currently expect originations since early 2023 to perform at pre-pandemic levels, and are beginning to see positive impacts of our prior decision to tighten credit, resulting in improvements in credit losses compared to the prior quarter. We are focused on improving processes and technology, digitization and automation, and reducing costs across the business."

SECOND 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 June 30,									Six Months Ended June 30,
	2024			2023			$ Change			2024			2023			$ Change
Interest income	$	51,862		$	46,995		$	4,867		$	102,939		$	81,363		$	21,576

Interest expense:
Warehouse credit facility		6,986			3,658			3,328			16,457			6,757			9,700
Securitization debt		7,995			5,981			2,014			12,864			10,326			2,538
Total interest expense		14,981			9,639			5,342			29,321			17,083			12,238
Net interest income		36,881			37,356			(475	)		73,618			64,280			9,338

Realized and unrealized losses, net of recoveries		18,729			23,187			(4,458	)		49,548			38,915			10,633
Net interest income after losses and recoveries		18,152			14,169			3,983			24,070			25,365			(1,295	)

Noninterest income:
Servicing income		1,587			2,551			(964	)		3,606			5,405			(1,799	)
Warranties and GAP income (loss), net		1,378			751			627			(8,264	)		3,586			(11,850	)
CarStory revenue		2,913			3,224			(311	)		5,892			6,394			(502	)
Gain on debt extinguishment		—			10,931			(10,931	)		—			19,640			(19,640	)
Other income		3,141			3,071			70			5,925			6,103			(178	)
Total noninterest income		9,019			20,528			(11,509	)		7,159			41,128			(33,969	)

Expenses:
Compensation and benefits		27,176			21,341			5,835			51,286			44,562			6,724
Professional fees		1,488			2,444			(956	)		4,831			7,417			(2,586	)
Software and IT costs		4,036			4,804			(768	)		8,658			10,050			(1,392	)
Depreciation and amortization		7,232			7,190			42			14,858			14,422			436
Interest expense on corporate debt		1,549			1,527			22			2,940			2,867			73
Impairment charges		—			—			—			2,752			—			2,752
Other expenses		4,961			4,571			390			9,416			9,773			(357	)
Total expenses		46,442			41,877			4,565			94,741			89,091			5,650

Loss from continuing operations before provision for income taxes		(19,271	)		(7,180	)		(12,091	)		(63,512	)		(22,598	)		(40,914	)
(Benefit) provision for income taxes from continuing operations		(167	)		286			(453	)		269			337			(68	)
Net loss from continuing operations	$	(19,104	)	$	(7,466	)	$	(11,638	)	$	(63,781	)	$	(22,935	)	$	(40,846	)
Net loss from discontinued operations	$	(2,084	)	$	(58,573	)	$	56,489		$	(25,025	)	$	(117,844	)	$	92,819
Net loss	$	(21,188	)	$	(66,039	)	$	44,851		$	(88,806	)	$	(140,779	)	$	51,973

Results by Segment

UACC


	Three Months Ended June 30,
	2024			2023			Change			% Change
	(in thousands)
Interest income	$	52,389		$	47,531		$	4,858			10.2	%

Interest expense:
Warehouse credit facility		6,986			3,658			3,328			91.0	%
Securitization debt		7,995			5,981			2,014			33.7	%
Total interest expense		14,981			9,639			5,342			55.4	%
Net interest income		37,408			37,892			(484	)		(1.3	)%

Realized and unrealized losses, net of recoveries		19,582			20,386			(804	)		(3.9	)%
Net interest income after losses and recoveries		17,826			17,506			320			1.8	%

Noninterest income:
Servicing income		1,587			2,551			(964	)		(37.8	)%
Warranties and GAP income, net		1,640			1,478			162			11.0	%
Other income		2,098			977			1,121			114.7	%
Total noninterest income		5,325			5,006			319			6.4	%

Expenses:
Compensation and benefits		20,539			16,392			4,147			25.3	%
Professional fees		575			1,028			(453	)		(44.1	)%
Software and IT costs		2,605			2,974			(369	)		(12.4	)%
Depreciation and amortization		5,630			5,582			48			0.9	%
Interest expense on corporate debt		629			436			193			44.2	%
Other expenses		3,054			1,841			1,213			65.9	%
Total expenses		33,032			28,253			4,779			16.9	%

Adjusted EBITDA	$	(2,824	)	$	291		$	(3,115	)		(1,070.4	)%

Interest income on cash and cash equivalents	$	(560	)	$	(506	)		(54	)		10.7	%
Stock compensation expense	$	865		$	519			346			66.8	%


	Six Months Ended June 30,
	2024			2023			Change			% Change
	(in thousands)
Interest income	$	103,930		$	82,830		$	21,100			25.5	%

Interest expense:
Warehouse credit facility		16,457			6,757			9,700			143.6	%
Securitization debt		12,864			10,326			2,538			24.6	%
Total interest expense		29,321			17,083			12,238			71.6	%
Net interest income		74,609			65,747			8,862			13.5	%

Realized and unrealized losses, net of recoveries		47,343			32,658			14,685			45.0	%
Net interest income after losses and recoveries		27,266			33,089			(5,823	)		(17.6	)%

Noninterest income:
Servicing income		3,606			5,405			(1,799	)		(33.3	)%
Warranties and GAP income, net		3,250			3,681			(431	)		(11.7	)%
Other income		4,568			2,031			2,537			124.9	%
Total noninterest income		11,424			11,117			307			2.8	%

Expenses:
Compensation and benefits		39,327			34,928			4,399			12.6	%
Professional fees		1,451			3,569			(2,118	)		(59.3	)%
Software and IT costs		5,702			5,679			23			0.4	%
Depreciation and amortization		11,651			11,209			442			3.9	%
Interest expense on corporate debt		1,100			633			467			73.7	%
Impairment charges		2,752			—			2,752			100.0	%
Other expenses		5,577			4,261			1,316			30.9	%
Total expenses		67,561			60,279			7,282			12.1	%

Adjusted EBITDA	$	(12,970	)	$	(4,177	)	$	(8,793	)		210.5	%

Interest income on cash and cash equivalents	$	(1,128	)	$	(954	)		(174	)		18.2	%
Stock compensation expense	$	1,033		$	1,008			24			2.4	%

CarStory


	Three Months Ended June 30,
	2024			2023			Change			% Change
	(in thousands)
Noninterest income:
CarStory revenue	$	2,913		$	3,224		$	(311	)		(9.6	)%
Other income		190			93			97			104.3	%
Total noninterest income		3,103			3,317			(214	)		(6.5	)%

Expenses:
Compensation and benefits		2,461			2,420			41			1.7	%
Professional fees		80			113			(33	)		(29.3	)%
Software and IT costs		21			171			(150	)		(87.7	)%
Depreciation and amortization		1,602			1,608			(6	)		(0.4	)%
Other expenses		55			152			(97	)		(63.8	)%
Total expenses		4,219			4,464			(245	)		(5.5	)%

Adjusted EBITDA	$	372		$	634		$	(262	)		(41.3	)%

Interest income on cash and cash equivalents	$	(190	)	$	(88	)		(102	)		116.9	%
Stock compensation expense	$	76		$	261			(185	)		(71.0	)%


	Six Months Ended June 30,
	2024			2023			Change			% Change
	(in thousands)
Noninterest income:
CarStory revenue	$	5,892		$	6,394		$	(502	)		(7.9	)%
Other income		363			141			222			157.4	%
Total noninterest income		6,255			6,535			(280	)		(4.3	)%

Expenses:
Compensation and benefits		4,675			4,821			(146	)		(3.0	)%
Professional fees		202			290			(88	)		(30.4	)%
Software and IT costs		188			345			(157	)		(45.5	)%
Depreciation and amortization		3,207			3,213			(6	)		(0.2	)%
Other expenses		173			301			(128	)		(42.5	)%
Total expenses		8,444			8,969			(525	)		(5.9	)%

Adjusted EBITDA	$	930		$	1,201		$	(271	)		(22.5	)%

Interest income on cash and cash equivalents	$	(363	)	$	(134	)		(229	)		170.7	%
Stock compensation expense	$	276		$	556			(281	)		(50.4	)%

Corporate


	Three Months Ended June 30,
	2024			2023			Change			% Change
	(in thousands)
Interest income	$	(527	)	$	(536	)	$	9			1.7	%

Realized and unrealized losses, net of recoveries		(853	)		2,801			(3,654	)		(130.4	)%
Net interest income after losses and recoveries		325			(3,337	)		3,663			109.8	%

Noninterest income:
Warranties and GAP loss, net	$	(262	)	$	(727	)	$	465			64.0	%
Gain on debt extinguishment		—			10,931			(10,931	)		(100.0	)%
Other income		853			2,001			(1,148	)		(57.4	)%
Total noninterest income		591			12,205			(11,614	)		(95.2	)%

Expenses:
Compensation and benefits		4,176			2,529			1,647			65.1	%
Professional fees		833			1,303			(470	)		(36.0	)%
Software and IT costs		1,410			1,659			(249	)		(15.0	)%
Interest expense on corporate debt		920			1,091			(171	)		(15.7	)%
Other expenses		1,852			2,578			(726	)		(28.2	)%
Total expenses		9,191			9,160			31			0.3	%

Adjusted EBITDA	$	(5,089	)	$	(11,244	)	$	6,155			54.7	%

Interest income on cash and cash equivalents	$	(432	)	$	(2,000	)		1,568			78.4	%
Stock compensation expense	$	1,505		$	889			615			69.2	%


	Six Months Ended June 30,
	2024			2023			Change			% Change
	(in thousands)
Interest income	$	(991	)	$	(1,467	)	$	476			32.5	%

Realized and unrealized losses, net of recoveries		2,205			6,257			(4,052	)		(64.8	)%
Net interest income after losses and recoveries		(3,196	)		(7,724	)		4,528			58.6	%

Noninterest (loss) income:
Warranties and GAP loss, net		(11,514	)		(95	)	$	(11,419	)		12,020.0	%
Gain on debt extinguishment		—			19,640			(19,640	)		(100.0	)%
Other income		994			3,931			(2,937	)		(74.7	)%
Total noninterest (loss) income		(10,520	)		23,476			(33,996	)		(144.8	)%

Expenses:
Compensation and benefits		7,284			4,813			2,470			51.3	%
Professional fees		3,178			3,559			(381	)		(10.7	)%
Software and IT costs		2,768			4,025			(1,258	)		(31.2	)%
Interest expense on corporate debt		1,840			2,234			(394	)		(17.6	)%
Other expenses		3,666			5,211			(1,546	)		(29.7	)%
Total expenses		18,735			19,842			(1,108	)		(5.6	)%

Adjusted EBITDA	$	(27,654	)	$	(23,644	)	$	(4,010	)		17.0	%

Interest income on cash and cash equivalents	$	(695	)	$	(3,930	)		3,235			82.3	%
Stock compensation expense	$	2,461		$	1,783			678			38.0	%

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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Net loss from continuing operations	$	(19,104	)	$	(7,466	)	$	(63,781	)	$	(22,935	)
Adjusted to exclude the following:
Interest expense on corporate debt		1,549			1,527			2,940			2,867
Interest income on cash and cash equivalents		(1,182	)		(2,594	)		(2,187	)		(5,019	)
Provision for income taxes		(167	)		286			269			337
Depreciation and amortization		7,232			7,190			14,858			14,422
EBITDA	$	(11,672	)	$	(1,057	)	$	(47,901	)	$	(10,328	)
Stock compensation expense		2,446			1,669		$	3,770		$	3,348
Severance		1,685			—		$	1,685			—
Gain on debt extinguishment		—			(10,931	)		—			(19,640	)
Impairment charges		—			—			2,752			—
Adjusted EBITDA	$	(7,541	)	$	(10,319	)	$	(39,694	)	$	(26,620	)

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. During fiscal 2023, 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 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 June 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 June 30,			As of December 31,
	2024			2023
ASSETS
Cash and cash equivalents	$	63,393		$	135,585
Restricted cash (including restricted cash of consolidated VIEs of $47.3 million and $49.1 million, respectively)		48,205			73,234
Finance receivables at fair value (including finance receivables of consolidated VIEs of $429.3 million and $341.4 million, respectively)		466,905			348,670
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $399.3 million and $457.2 million, respectively)		413,670			503,546
Interest receivable (including interest receivables of consolidated VIEs of $13.9 million and $13.7 million, respectively)		14,973			14,484
Property and equipment, net		2,219			4,982
Intangible assets, net		118,381			131,892
Operating lease right-of-use assets		8,918			7,063
Other assets (including other assets of consolidated VIEs of $9.6 million and $13.3 million, respectively)		33,908			59,429
Assets from discontinued operations		10,137			196,537
Total assets	$	1,180,709		$	1,475,422
LIABILITIES AND STOCKHOLDERS’ EQUITY
Warehouse credit facilities of consolidated VIEs	$	270,784		$	421,268
Long-term debt (including securitization debt of consolidated VIEs of $272.4 million at amortized cost and $199.8 million at fair value as of June 30, 2024 and $314.1 million at fair value as of December 31, 2023)		794,734			626,583
Operating lease liabilities		11,587			10,459
Other liabilities (including other liabilities of consolidated VIEs of $16.0 million and $14.3 million, respectively)		51,581			61,321
Liabilities from discontinued operations		8,881			228,120
Total liabilities		1,137,567			1,347,751
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 1,806,777 and 1,791,286 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		2			2
Additional paid-in-capital		2,092,657			2,088,381
Accumulated deficit		(2,049,517	)		(1,960,712	)
Total stockholders’ equity		43,142			127,671
Total liabilities and stockholders’ equity	$	1,180,709		$	1,475,422

VROOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Interest income	$	51,862		$	46,995		$	102,939		$	81,363

Interest expense:
Warehouse credit facility		6,986			3,658			16,457			6,757
Securitization debt		7,995			5,981			12,864			10,326
Total interest expense		14,981			9,639			29,321			17,083
Net interest income		36,881			37,356			73,618			64,280

Realized and unrealized losses, net of recoveries		18,729			23,187			49,548			38,915
Net interest income after losses and recoveries		18,152			14,169			24,070			25,365

Noninterest income:
Servicing income		1,587			2,551			3,606			5,405
Warranties and GAP income (loss), net		1,378			751			(8,264	)		3,586
CarStory revenue		2,913			3,224			5,892			6,394
Gain on debt extinguishment		—			10,931			—			19,640
Other income		3,141			3,071			5,925			6,103
Total noninterest income		9,019			20,528			7,159			41,128

Expenses:
Compensation and benefits		27,176			21,341			51,286			44,562
Professional fees		1,488			2,444			4,831			7,417
Software and IT costs		4,036			4,804			8,658			10,050
Depreciation and amortization		7,232			7,190			14,858			14,422
Interest expense on corporate debt		1,549			1,527			2,940			2,867
Impairment charges		—			—			2,752			—
Other expenses		4,961			4,571			9,416			9,773
Total expenses		46,442			41,877			94,741			89,091

Loss from continuing operations before provision for income taxes		(19,271	)		(7,180	)		(63,512	)		(22,598	)
(Benefit) provision for income taxes from continuing operations		(167	)		286			269			337
Net loss from continuing operations	$	(19,104	)	$	(7,466	)	$	(63,781	)	$	(22,935	)
Net loss from discontinued operations	$	(2,084	)	$	(58,573	)	$	(25,025	)	$	(117,844	)
Net loss	$	(21,188	)	$	(66,039	)	$	(88,806	)	$	(140,779	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted	$	(10.61	)	$	(4.29	)	$	(35.49	)	$	(13.22	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted	$	(1.16	)	$	(33.68	)	$	(13.92	)	$	(67.90	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(11.77	)	$	(37.97	)	$	(49.41	)	$	(81.12	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,800,486			1,739,336			1,797,394			1,735,486

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2024			2023
Operating activities
Net loss from continuing operations	$	(63,781	)	$	(22,935	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges		2,752			—
Profit share receivable		11,405			—
Gain on debt extinguishment		—			(19,640	)
Depreciation and amortization		14,858			14,422
Amortization of debt issuance costs		2,021			1,623
Losses on finance receivables and securitization debt, net		69,430			42,532
Stock-based compensation expense		3,937			3,348
Provision to record finance receivables held for sale at lower of cost or fair value		(4,434	)		1,651
Amortization of unearned discounts on finance receivables at fair value		(9,772	)		(13,414	)
Other, net		(2,845	)		(6,755	)
Changes in operating assets and liabilities:
Finance receivables, held for sale
Originations of finance receivables, held for sale		(231,639	)		(274,707	)
Principal payments received on finance receivables, held for sale		85,905			42,862
Other		790			505
Interest receivable		(489	)		(5,028	)
Other assets		5,605			7,161
Other liabilities		(9,740	)		(11,488	)
Net cash used in operating activities from continuing operations		(125,997	)		(239,863	)
Net cash provided by operating activities from discontinued operations		82,820			7,738
Net cash used in operating activities		(43,177	)		(232,125	)
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		65,523			91,892
Consolidation of VIEs		—			11,409
Principal payments received on beneficial interests		1,421			3,306
Purchase of property and equipment		(926	)		(1,249	)
Net cash provided by investing activities from continuing operations		66,018			101,966
Net cash provided by (used in) investing activities from discontinued operations		10,834			(7,272	)
Net cash provided by investing activities		76,852			94,694
Financing activities
Proceeds from borrowings under secured financing agreements, net of issuance costs		296,569			261,991
Principal repayment under secured financing agreements		(135,017	)		(103,980	)
Proceeds from financing of beneficial interests in securitizations		15,821			24,506
Principal repayments of financing of beneficial interests in securitizations		(6,281	)		(2,304	)
Proceeds from warehouse credit facilities		193,400			211,400
Repayments of warehouse credit facilities		(343,884	)		(263,216	)
Repurchases of convertible senior notes		—			(13,194	)
Other financing activities		(326	)		(1,043	)
Net cash provided by financing activities from continuing operations		20,282			114,160
Net cash used in financing activities from discontinued operations		(151,178	)		(144,508	)
Net cash used in financing activities		(130,896	)		(30,348	)
Net decrease in cash, cash equivalents and restricted cash		(97,221	)		(167,779	)
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	$	111,598		$	304,231

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)


Supplemental disclosure of cash flow information:
Cash paid for interest	$	29,321	$	16,301
Cash paid for income taxes	$	373	$	3,682
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

second quarter 2024 earnings august 2024 vroom

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 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. 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 June 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. disclaimer

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. United auto credit business Carstory business Vroom assets Automotive eCommerce Platform 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 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 $629M in loan origination in 2022 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 6/30 ~$154M Industry Leading Data, AI and TechnologyAcquired by Vroom in 2021 18+ years of automotive vehicle history Extensive patent portfolio, including 29 issued or allowed and 7 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 3

second quarter results 2nd quarter key performance indicators $63M Cash and Cash Equivalents(1)$825M UACC total Warehouse Capacity, $270M outstanding borrowings, $555M excess warehouse capacity $34M of excess liquidity available to UACC under the warehouse lines (receivables that could be pledged to draw cash from warehouse lines) Uacc performance highlights Grew origination volume and gross serviced portfolio year over year Sequential quarterly decline of serviced portfolio and origination volume driven by Q1 seasonality Origination metrics indicate continued migration toward higher quality credit Impacts of credit tightening in Q4-2022/Q1-2023 starting to show through as portfolio losses declined sequentially 2024-1 Securitization Transaction In April 2024, UACC sold approximately $262.5 million of rated asset-backed securities in an auto loan securitization for proceeds of $261.3 million UACC retained the non-investment grade securities and residual interest at close and subsequently sold $37.5 million of non-investment grade securities for proceeds of $35.9 million in May 2024 q2 2024 uacc Performance Highlights second quarter 2023 First quarter 2024 second quarter 2024 Gross serviced portfolio $1,025 million $1,106 million $1,094 million Gross serviced accounts 79,896 82,305 82,161 indirect Origination Volume(2) $93 million $130 million $116 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 4 $63M of cash and cash equivalents (1)at second quarter end 2024

2nd quarter cash and cash equivalents 2nd quarter cash and cash equivalents(1) Discontinued operations payroll and severance Payroll, benefits and severance for exited employees as a result of ecommerce wind-down Vendor and real estate exit costs Costs associated with early termination or modification of ecommerce contracts and leases Paydown of uacc warehouse debt Principal paydown of warehouse debt to reduce interest expense (1) Represents unrestricted cash and cash equivalents. Excludes restricted cash and warehouse availability. (2) Adjusted EBITDA is a non-GAAP measure. For definitions and a reconciliation to the most comparable GAAP measure, please see the appendix. 5 3/31/23 Cash and Cash Equivalents Discountinued Operations Payroll and Severance Vendor and Real Estate Exit Costs 2024 Q2 Adj EBITDA(2) Paydown of UACC Warehouse Debt 6/30/24 Cash and Cash Equivalents (1) $91 ($7) ($16) $63 ($5) ($8)

12 and 48 month Cumulative net loss model 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 off-balance SHEET 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 in line with expectations 6 (Excel Chart)

Vroom Appendix

Segment financials (1) Adjusted EBITDA is a non-GAAP measure. For definitions and a reconciliation to the most comparable GAAP measure, please see the appendix. 8 Interest income Interest expense: Warehouse credit facility Securitization debt Total interest expense Net interest income Realized and unrealized losses, net of recoveries Net interest income after losses and recoveries Noninterest (loss) income: Servicing income Warranties and GAP income, net CarStory revenue Gain on debt extinguishment Other income Total noninterest (loss) income Expenses: Compensation and benefits Professional fees Software and IT costs Depreciation and amortization Interest expense on corporate debt Impairment charges Other expenses Total expenses Adjusted EBITDA $52,389 $ $ (527) $51,862 $51,541 $ (464) $51,077 CUO — 8a 7,995 — 48609 14,981 — 14340 37,408 (627) — (464) 36,737 19,582 (883) — 3,058 30,819 17,826 325 — 3521) 5918 1,587 — 2019 1,640 — (262) — (11,252) (9,642) — 2,913 2,979 — 2979 2,098 190 853 173 141___2,784 0 5,325 3,103 591 3,162 (11,111) _(1,860) 20539 2,461 4,176 18,788 2,214 3,109 24,110 575 80 833 876 122 2,345 3,343 2,605 21 1,410 3,097 167 1,358 4,622 5,630 1,602 - 6,021 1,605 — — 7626 629 920 471 920 1,391 - - - 2,752 - — 2752 3,054 55 1852 4961 2,523 118 1,813 4,454 33,032 4,219 9,191 46,442 34,520 4.225 9,544 48,208 $ (2,824) $ 372 $ (5,089) $ (7,541) MMM 9(10,147) $ 550 $(22,564) $(32,152)

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 for 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, which is the most directly comparable U.S. GAAP measure: 9 Three Months Ended Three Months Ended June 30, March 31, 2024 2024 Net loss from continuing operations (19,104) (44,676) Interest expense on corporate debt 1,549 1,391 Provision for income taxes (167) 436 EBITDA $11,672) 672) $ S$ __(36,228) 228) Severance 1,685 Adjusted EBITDA $ (7,541) $ (32,152)

Document and Entity Information	Aug. 08, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001580864
Document Type	8-K
Document Period End Date	Aug. 08, 2024
Entity Registrant Name	VROOM, INC.
Entity Incorporation, State or Country Code	DE
Securities Act 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