Vroom, Inc. (Nasdaq:VRM) today announced financial results for the fourth quarter and fiscal year ended December 31, 2023.
HIGHLIGHTS OF FOURTH QUARTER AND FULL YEAR 2023
- $135.6 million cash and cash equivalents as of December 31, 2023
- 4,780 and 17,401 Ecommerce units sold for the fourth quarter and full year, respectively, representing third consecutive quarter of Ecommerce unit growth
- $4,742 and $3,403 Ecommerce gross profit per unit (GPPU) for the fourth quarter and full year, respectively
- $(141.3) million and $(365.5) million net loss for the fourth quarter and full year, respectively
- $(91.6) million and $(277.2) million Adjusted EBITDA for the fourth quarter and full year, respectively, including ~$27 million impact of aged inventory liquidations and inventory write-downs due to the discontinuance of ecommerce operations(1)
- $41.4 million and $74.2 million convertible note repurchases during the fourth quarter and full year, respectively, for $23.3 million and $36.5 million, respectively
CURRENT PROGRESS ON VALUE MAXIMIZATION PLAN
- Expected to be substantially complete with the ecommerce wind down by the end of the first quarter 2024
- ~$94.0 million cash and cash equivalents as of February 29, 2024
- Sold substantially all of our used vehicle inventory
- Repaid outstanding balance on Ally Floorplan Facility
- Reducing our outstanding commitments and executing a reduction-in-force commensurate with our reduced operations
Tom Shortt, the Company’s Chief Executive Officer, said “As we previously announced, in January 2024 Vroom’s Board of Directors approved a Value Maximization Plan pursuant to which the Company has discontinued its ecommerce operations and is winding down its used vehicle dealership business. I am incredibly proud of the commitment and professionalism demonstrated by our team as they execute an orderly wind down of our ecommerce operations with a focus on timeliness and cost effectiveness. We anticipate that the wind-down will be substantially complete by the end of the month and look forward to working to maximize stakeholder value through our remaining businesses, United Auto Credit and CarStory.”
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(1) While the Value Maximization Plan was approved in January 2024, we determined a triggering event existed as of December 31, 2023 related to our long lived assets, which led to additional write-downs of inventory in the fourth quarter of 2023. |
FOURTH QUARTER 2023 FINANCIAL DISCUSSION
All financial comparisons are on a year-over-year basis unless otherwise noted.
Ecommerce Results
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Three Months Ended |
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Year Ended |
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2023 |
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2022 |
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Change |
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% Change |
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2023 |
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2022 |
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Change |
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% Change |
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(in thousands, except unit |
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(in thousands, except unit |
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Ecommerce units sold |
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4,780 |
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4,144 |
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|
636 |
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15.3 |
% |
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17,401 |
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39,278 |
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(21,877 |
) |
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(55.7 |
)% |
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Ecommerce revenue: |
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Vehicle revenue |
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$ |
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136,360 |
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$ |
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131,069 |
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$ |
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5,291 |
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4.0 |
% |
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$ |
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523,945 |
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$ |
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1,304,797 |
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$ |
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(780,852 |
) |
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(59.8 |
)% |
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Product revenue |
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16,101 |
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10,689 |
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5,412 |
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50.6 |
% |
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52,225 |
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59,398 |
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(7,173 |
) |
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(12.1 |
)% |
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Total ecommerce revenue |
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$ |
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152,461 |
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$ |
|
141,758 |
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|
$ |
|
10,703 |
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7.6 |
% |
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$ |
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576,170 |
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$ |
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1,364,195 |
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$ |
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(788,025 |
) |
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(57.8 |
)% |
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Ecommerce gross profit: |
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Vehicle gross profit |
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$ |
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7,387 |
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$ |
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(5,579 |
) |
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$ |
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12,966 |
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232.4 |
% |
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$ |
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10,343 |
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$ |
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40,575 |
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$ |
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(30,232 |
) |
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(74.5 |
)% |
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Product gross profit |
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15,281 |
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10,689 |
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4,592 |
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43.0 |
% |
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48,888 |
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59,398 |
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(10,510 |
) |
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(17.7 |
)% |
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Total ecommerce gross profit |
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$ |
|
22,668 |
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|
$ |
|
5,110 |
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$ |
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17,558 |
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343.6 |
% |
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$ |
|
59,231 |
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$ |
|
99,973 |
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$ |
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(40,742 |
) |
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(40.8 |
)% |
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Average vehicle selling price per ecommerce unit |
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$ |
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28,527 |
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$ |
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31,629 |
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$ |
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(3,102 |
) |
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(9.8 |
)% |
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$ |
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30,110 |
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$ |
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33,220 |
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$ |
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(3,110 |
) |
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(9.4 |
)% |
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Product revenue per ecommerce unit |
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3,368 |
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2,579 |
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|
789 |
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30.6 |
% |
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3,001 |
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1,512 |
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1,489 |
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98.5 |
% |
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Gross profit per ecommerce unit: |
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Vehicle gross profit per ecommerce unit |
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$ |
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1,545 |
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$ |
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(1,346 |
) |
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$ |
|
2,891 |
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|
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214.8 |
% |
|
$ |
|
594 |
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$ |
|
1,033 |
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$ |
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(439 |
) |
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(42.5 |
)% |
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Product gross profit per ecommerce unit |
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3,197 |
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2,579 |
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|
618 |
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24.0 |
% |
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2,809 |
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1,512 |
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|
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|
1,297 |
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85.8 |
% |
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Total gross profit per ecommerce unit |
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$ |
|
4,742 |
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|
$ |
|
1,233 |
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|
$ |
|
3,509 |
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|
284.6 |
% |
|
$ |
|
3,403 |
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|
$ |
|
2,545 |
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|
$ |
|
858 |
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33.7 |
% |
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Ecommerce average days to sale |
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135 |
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244 |
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(109 |
) |
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(44.7 |
)% |
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|
217 |
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|
131 |
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|
86 |
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|
|
65.6 |
% |
Results by Segment
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Three Months Ended |
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Year Ended |
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2023 |
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2022 |
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Change |
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% Change |
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2023 |
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2022 |
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Change |
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% Change |
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(in thousands, except unit |
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(in thousands, except unit |
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Units: |
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Ecommerce |
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4,780 |
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4,144 |
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|
636 |
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|
|
15.3 |
% |
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17,401 |
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39,278 |
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(21,877 |
) |
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(55.7 |
)% |
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Wholesale |
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|
1,821 |
|
|
|
1,768 |
|
|
|
53 |
|
|
|
3.0 |
% |
|
|
7,094 |
|
|
|
20,876 |
|
|
|
(13,782 |
) |
|
|
(66.0 |
)% |
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All Other (1) |
|
|
337 |
|
|
|
350 |
|
|
|
(13 |
) |
|
|
(3.7 |
)% |
|
|
1,359 |
|
|
|
3,758 |
|
|
|
(2,399 |
) |
|
|
(63.8 |
)% |
|
Total units |
|
|
6,938 |
|
|
|
6,262 |
|
|
|
676 |
|
|
|
10.8 |
% |
|
|
25,854 |
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|
|
63,912 |
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|
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(38,058 |
) |
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|
(59.5 |
)% |
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Revenue: |
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Ecommerce |
|
$ |
152,461 |
|
|
$ |
141,758 |
|
|
$ |
10,703 |
|
|
|
7.6 |
% |
|
$ |
576,170 |
|
|
$ |
1,364,195 |
|
|
$ |
(788,025 |
) |
|
|
(57.8 |
)% |
|
Wholesale |
|
|
28,526 |
|
|
|
23,039 |
|
|
|
5,487 |
|
|
|
23.8 |
% |
|
|
104,119 |
|
|
|
293,528 |
|
|
|
(189,409 |
) |
|
|
(64.5 |
)% |
|
Retail Financing (2) |
|
|
41,999 |
|
|
|
32,537 |
|
|
|
9,462 |
|
|
|
29.1 |
% |
|
|
156,938 |
|
|
|
152,542 |
|
|
|
4,396 |
|
|
|
2.9 |
% |
|
All Other (3) |
|
|
12,938 |
|
|
|
12,015 |
|
|
|
923 |
|
|
|
7.7 |
% |
|
|
55,976 |
|
|
|
138,636 |
|
|
|
(82,660 |
) |
|
|
(59.6 |
)% |
|
Total revenue |
|
$ |
235,924 |
|
|
$ |
209,349 |
|
|
$ |
26,575 |
|
|
|
12.7 |
% |
|
$ |
893,203 |
|
|
$ |
1,948,901 |
|
|
$ |
(1,055,698 |
) |
|
|
(54.2 |
)% |
|
Gross profit (loss): |
|
|
|
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|
|
|
|
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|
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||||||||
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Ecommerce |
|
$ |
22,668 |
|
|
$ |
5,110 |
|
|
$ |
17,558 |
|
|
|
343.6 |
% |
|
$ |
59,231 |
|
|
$ |
99,973 |
|
|
$ |
(40,742 |
) |
|
|
(40.8 |
)% |
|
Wholesale |
|
|
(28,927 |
) |
|
|
(4,359 |
) |
|
|
(24,568 |
) |
|
|
563.6 |
% |
|
|
(34,353 |
) |
|
|
(10,620 |
) |
|
|
(23,733 |
) |
|
|
223.5 |
% |
|
Retail Financing (2) |
|
|
33,427 |
|
|
|
28,744 |
|
|
|
4,683 |
|
|
|
16.3 |
% |
|
|
125,610 |
|
|
|
138,381 |
|
|
|
(12,771 |
) |
|
|
(9.2 |
)% |
|
All Other (3) |
|
|
1,879 |
|
|
|
(36 |
) |
|
|
1,915 |
|
|
|
5,319.4 |
% |
|
|
11,459 |
|
|
|
17,053 |
|
|
|
(5,594 |
) |
|
|
(32.8 |
)% |
|
Total gross profit |
|
$ |
29,047 |
|
|
$ |
29,459 |
|
|
$ |
(412 |
) |
|
|
(1.4 |
)% |
|
$ |
161,947 |
|
|
$ |
244,787 |
|
|
$ |
(82,840 |
) |
|
|
(33.8 |
)% |
|
Gross profit (loss) per unit (4): |
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
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|
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Ecommerce |
|
$ |
4,742 |
|
|
$ |
1,233 |
|
|
$ |
3,509 |
|
|
|
284.6 |
% |
|
$ |
3,403 |
|
|
$ |
2,545 |
|
|
$ |
858 |
|
|
|
33.7 |
% |
|
Wholesale |
|
$ |
(15,885 |
) |
|
$ |
(2,465 |
) |
|
$ |
(13,420 |
) |
|
|
544.4 |
% |
|
$ |
(4,843 |
) |
|
$ |
(509 |
) |
|
$ |
(4,334 |
) |
|
|
851.5 |
% |
| (1) |
All Other units consist of retail sales of used vehicles from TDA. |
|
| (2) |
The Retail Financing segment represents UACC’s operations with its network of third-party dealership customers as of the closing of the UACC acquisition in February 2022. |
|
| (3) |
All Other revenues and gross profit consist of retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales and the CarStory business. |
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| (4) |
Gross profit per unit metrics exclude the Retail Financing gross profit and All Other gross profit. |
SG&A
|
|
|
Three Months Ended |
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Year Ended |
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|
2023 |
|
|
2022 |
|
|
Change |
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|
% Change |
|
|
2023 |
|
|
2022 |
|
|
Change |
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|
% Change |
|
||||||||||||
|
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|
(in thousands) |
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(in thousands) |
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|
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Compensation & benefits |
|
$ |
|
35,738 |
|
|
$ |
|
52,043 |
|
|
$ |
(16,305 |
) |
|
|
(31.3 |
)% |
|
$ |
|
166,056 |
|
|
$ |
|
251,153 |
|
|
$ |
(85,097 |
) |
|
|
(33.9 |
)% |
|
Marketing expense |
|
|
|
8,570 |
|
|
|
|
9,852 |
|
|
|
(1,282 |
) |
|
|
(13.0 |
)% |
|
|
|
48,440 |
|
|
|
|
79,670 |
|
|
|
(31,230 |
) |
|
|
(39.2 |
)% |
|
Outbound logistics |
|
|
|
2,215 |
|
|
|
|
(902 |
) |
|
|
3,117 |
|
|
|
345.6 |
% |
|
|
|
8,466 |
|
|
|
|
39,023 |
|
|
|
(30,557 |
) |
|
|
(78.3 |
)% |
|
Occupancy and related costs |
|
|
|
4,410 |
|
|
|
|
5,955 |
|
|
|
(1,545 |
) |
|
|
(25.9 |
)% |
|
|
|
18,010 |
|
|
|
|
23,363 |
|
|
|
(5,353 |
) |
|
|
(22.9 |
)% |
|
Professional fees |
|
|
|
4,625 |
|
|
|
|
6,870 |
|
|
|
(2,245 |
) |
|
|
(32.7 |
)% |
|
|
|
20,129 |
|
|
|
|
33,455 |
|
|
|
(13,326 |
) |
|
|
(39.8 |
)% |
|
Software and IT costs |
|
|
|
8,912 |
|
|
|
|
11,164 |
|
|
|
(2,252 |
) |
|
|
(20.2 |
)% |
|
|
|
36,466 |
|
|
|
|
44,570 |
|
|
|
(8,104 |
) |
|
|
(18.2 |
)% |
|
Other |
|
|
|
13,109 |
|
|
|
|
5,778 |
|
|
|
7,331 |
|
|
|
126.9 |
% |
|
|
|
43,090 |
|
|
|
|
95,153 |
|
|
|
(52,063 |
) |
|
|
(54.7 |
)% |
|
Total selling, general & administrative expenses |
|
$ |
|
77,579 |
|
|
$ |
|
90,760 |
|
|
$ |
(13,181 |
) |
|
|
(14.5 |
)% |
|
$ |
|
340,657 |
|
|
$ |
|
566,387 |
|
|
$ |
(225,730 |
) |
|
|
(39.9 |
)% |
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;
- Adjusted EBITDA;
- Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues;
- Adjusted EBITDA excluding securitization gain; and
- Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues.
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, Adjusted EBITDA, Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues, Adjusted EBITDA excluding securitization gain, and Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues are supplemental performance measures that our management uses to assess our operating performance and the operating leverage in our business. Because each of these non-GAAP financial measures facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes.
EBITDA
We calculate EBITDA as net loss before interest expense, interest income, income tax expense and depreciation and amortization expense.
Adjusted EBITDA
We calculate Adjusted EBITDA as EBITDA adjusted to exclude severance costs, gain on debt extinguishment, severe weather-related costs, long-lived asset impairment charges, goodwill impairment charge, realignment costs, acquisition related costs, and the acceleration of non-cash stock-based compensation. Changes in fair value of financial instruments can fluctuate significantly from period to period and previously related primarily to historical finance receivables and debt which have been securitized, and acquired on February 1, 2022 from UACC. As a result of current market conditions, the financial instruments related to the 2022-2 and 2023-1 securitization transactions are recognized on balance-sheet and accounted for under the fair value option. See Note 17 — Financial Instruments and Fair Value Measurements to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. As a result, the majority of our finance receivables are now carried at fair value and a significant portion of the risk of loss associated with these finance receivables have been retained by UACC. We therefore have determined we will no longer make any adjustments for such fluctuations in fair value to our Adjusted EBITDA results. We have recast the prior period presented to conform to current period presentation. We may account for future securitizations as on balance sheet transactions depending on the market conditions.
Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues
We calculate Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues as Adjusted EBITDA adjusted to exclude the non-recurring costs incurred to address operational and customer experience issues, including rental cars for our customers and legal settlements with customers and state DMVs.
Adjusted EBITDA excluding securitization gain
We calculate Adjusted EBITDA excluding securitization gain as Adjusted EBITDA adjusted to exclude the securitization gain from the sale of UACC’s finance receivables, and believe that it provides a useful perspective on the underlying operating results and trends and a means to compare our period-over-period results.
Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues
We calculate Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues as Adjusted EBITDA adjusted to exclude the securitization gain from the sale of UACC’s finance receivables and the non-recurring costs incurred to address operational and customer experience issues.
The following table presents a reconciliation of the foregoing non-GAAP financial measures to net loss, which is the most directly comparable U.S. GAAP measure:
|
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
|
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
|
Net loss |
|
$ |
(141,321 |
) |
|
$ |
24,765 |
|
|
$ |
(365,540 |
) |
|
$ |
(451,910 |
) |
|
Adjusted to exclude the following: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest expense |
|
|
14,530 |
|
|
|
12,076 |
|
|
|
45,445 |
|
|
|
40,693 |
|
|
Interest income |
|
|
(4,789 |
) |
|
|
(6,372 |
) |
|
|
(21,158 |
) |
|
|
(19,363 |
) |
|
Provision (benefit) for income taxes |
|
|
(303 |
) |
|
|
2,405 |
|
|
|
615 |
|
|
|
(19,680 |
) |
|
Depreciation and amortization |
|
|
11,055 |
|
|
|
10,702 |
|
|
|
43,476 |
|
|
|
38,707 |
|
|
EBITDA |
|
$ |
(120,828 |
) |
|
$ |
43,576 |
|
|
$ |
(297,162 |
) |
|
$ |
(411,553 |
) |
|
Severance costs |
|
$ |
48 |
|
|
$ |
— |
|
|
$ |
6,703 |
|
|
$ |
— |
|
|
Gain on debt extinguishment |
|
|
(18,238 |
) |
|
|
(126,767 |
) |
|
|
(37,878 |
) |
|
|
(164,684 |
) |
|
Hail storm costs |
|
|
— |
|
|
|
— |
|
|
|
2,353 |
|
|
|
— |
|
|
Long-lived asset impairment charges |
|
|
47,396 |
|
|
|
3,679 |
|
|
|
48,748 |
|
|
|
5,806 |
|
|
Goodwill impairment charge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
201,703 |
|
|
Realignment costs |
|
|
— |
|
|
|
2,253 |
|
|
|
— |
|
|
|
15,025 |
|
|
Acquisition related costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,653 |
|
|
Acceleration of non-cash stock-based compensation |
|
|
— |
|
|
|
2,439 |
|
|
|
— |
|
|
|
2,439 |
|
|
Adjusted EBITDA |
|
$ |
(91,622 |
) |
|
$ |
(74,820 |
) |
|
$ |
(277,236 |
) |
|
$ |
(345,611 |
) |
|
Non-recurring costs to address operational and customer experience issues |
|
|
3,247 |
|
|
|
374 |
|
|
|
4,065 |
|
|
|
25,433 |
|
|
Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues |
|
$ |
(88,375 |
) |
|
$ |
(74,446 |
) |
|
$ |
(273,171 |
) |
|
$ |
(320,178 |
) |
|
Securitization gain |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(45,589 |
) |
|
Adjusted EBITDA excluding securitization gain |
|
$ |
(91,622 |
) |
|
$ |
(74,820 |
) |
|
$ |
(277,236 |
) |
|
$ |
(391,200 |
) |
|
Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues |
|
$ |
(88,375 |
) |
|
$ |
(74,446 |
) |
|
$ |
(273,171 |
) |
|
$ |
(365,767 |
) |
FOURTH QUARTER 2023 AS COMPARED TO THIRD QUARTER 2023
|
|
|
Three Months |
|
|
Three Months |
|
|
|
|
|
|
|
||||
|
|
|
2023 |
|
|
2023 |
|
|
Change |
|
|
% Change |
|
||||
|
|
(in thousands, except unit data) |
|
|
|
|
|
|
|
||||||||
|
Total revenues |
|
$ |
235,924 |
|
|
$ |
235,634 |
|
|
$ |
290 |
|
|
|
0.1 |
% |
|
Total gross profit |
|
$ |
29,047 |
|
|
$ |
48,094 |
|
|
$ |
(19,047 |
) |
|
|
(39.6 |
)% |
|
Ecommerce units sold |
|
|
4,780 |
|
|
|
4,561 |
|
|
|
219 |
|
|
|
4.8 |
% |
|
Ecommerce revenue |
|
$ |
152,461 |
|
|
$ |
149,851 |
|
|
$ |
2,610 |
|
|
|
1.7 |
% |
|
Ecommerce gross profit |
|
$ |
22,668 |
|
|
$ |
14,339 |
|
|
$ |
8,329 |
|
|
|
58.1 |
% |
|
Vehicle gross profit (loss) per ecommerce unit |
|
$ |
1,545 |
|
|
$ |
516 |
|
|
$ |
1,029 |
|
|
|
199.4 |
% |
|
Product gross profit per ecommerce unit |
|
|
3,197 |
|
|
|
2,628 |
|
|
|
569 |
|
|
|
21.7 |
% |
|
Total gross profit per ecommerce unit |
|
$ |
4,742 |
|
|
$ |
3,144 |
|
|
$ |
1,598 |
|
|
|
50.8 |
% |
|
Wholesale units sold |
|
|
1,821 |
|
|
|
2,270 |
|
|
|
(449 |
) |
|
|
(19.8 |
)% |
|
Wholesale revenue |
|
$ |
28,526 |
|
|
$ |
30,898 |
|
|
$ |
(2,372 |
) |
|
|
(7.7 |
)% |
|
Wholesale gross (loss) profit |
|
$ |
(28,927 |
) |
|
$ |
(1,495 |
) |
|
$ |
(27,432 |
) |
|
|
1,834.9 |
% |
|
Wholesale gross (loss) profit per unit |
|
$ |
(15,885 |
) |
|
$ |
(659 |
) |
|
$ |
(15,226 |
) |
|
|
2,310.5 |
% |
|
Retail Financing revenue |
|
$ |
41,999 |
|
|
$ |
40,823 |
|
|
$ |
1,176 |
|
|
|
2.9 |
% |
|
Retail Financing gross profit |
|
$ |
33,427 |
|
|
$ |
32,341 |
|
|
$ |
1,086 |
|
|
|
3.4 |
% |
|
Total selling, general, and administrative expenses |
|
$ |
77,579 |
|
|
$ |
79,586 |
|
|
$ |
(2,007 |
) |
|
|
(2.5 |
)% |
|
|
|
Three Months |
|
|
Three Months |
|
|
|
|
|
|
|
||||
|
|
|
2023 |
|
|
2023 |
|
|
Change |
|
|
% Change |
|
||||
|
|
|
(in thousands) |
|
|
|
|
||||||||||
|
Net loss |
|
$ |
(141,321 |
) |
|
$ |
(82,857 |
) |
|
$ |
(58,464 |
) |
|
|
70.6 |
% |
|
Adjusted to exclude the following: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest expense |
|
|
14,530 |
|
|
|
12,058 |
|
|
|
2,472 |
|
|
|
20.5 |
% |
|
Interest income |
|
|
(4,789 |
) |
|
|
(5,506 |
) |
|
|
717 |
|
|
|
13.0 |
% |
|
Provision for income taxes |
|
|
(303 |
) |
|
|
260 |
|
|
|
(563 |
) |
|
|
(216.5 |
)% |
|
Depreciation and amortization |
|
|
11,055 |
|
|
|
11,248 |
|
|
|
(193 |
) |
|
|
(1.7 |
)% |
|
EBITDA |
|
$ |
(120,828 |
) |
|
$ |
(64,797 |
) |
|
$ |
(56,031 |
) |
|
|
86.5 |
% |
|
Severance costs |
|
$ |
48 |
|
|
$ |
274 |
|
|
$ |
(226 |
) |
|
|
(82.4 |
)% |
|
Gain on debt extinguishment |
|
|
(18,238 |
) |
|
|
— |
|
|
|
(18,238 |
) |
|
|
(100.0 |
)% |
|
Long-lived asset impairment charges |
|
|
47,396 |
|
|
|
— |
|
|
|
47,396 |
|
|
|
100.0 |
% |
|
Adjusted EBITDA |
|
$ |
(91,622 |
) |
|
$ |
(64,523 |
) |
|
$ |
(27,099 |
) |
|
|
42.0 |
% |
|
Non-recurring costs to address operational and customer experience issues |
|
|
3,247 |
|
|
|
32 |
|
|
|
3,215 |
|
|
|
10,047.2 |
% |
|
Adjusted EBITDA excluding non-recurring costs to address operational and customer experience issues |
|
$ |
(88,375 |
) |
|
$ |
(64,491 |
) |
|
$ |
(23,884 |
) |
|
|
(37.0 |
)% |
|
Securitization gain |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
Adjusted EBITDA excluding securitization gain |
|
$ |
(91,622 |
) |
|
$ |
(64,523 |
) |
|
$ |
(27,099 |
) |
|
|
42.0 |
% |
|
Adjusted EBITDA excluding securitization gain and non-recurring costs to address operational and customer experience issues |
|
$ |
(88,375 |
) |
|
$ |
(64,491 |
) |
|
$ |
(23,884 |
) |
|
|
37.0 |
% |
Liquidity Outlook
We expect year-end 2024 cash and cash equivalents in the range of $35.0 to $65.0 million.
The foregoing estimate is a forward-looking statement that reflects the Company’s expectation as of March 13, 2024 and is subject to substantial uncertainty. See “Forward-Looking Statements” below.
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 is winding down its 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 potential impacts of the execution of and the expected benefits and cost-savings, if any, from our Value Maximization Plan, any anticipated costs and charges related to the Value Maximization Plan and the anticipated timeline of such costs, charges, implementation or completion of the Value Maximization Plan, our expectations regarding United Auto Credit Corporation and CarStory; our ability to successfully wind down and halt our ecommerce operations, and future results of operations and financial position, including our liquidity outlook for 2024. 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, 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. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) (unaudited) |
||||||||
|
|
|
As of |
|
|||||
|
|
|
2023 |
|
|
2022 |
|
||
|
ASSETS |
|
|
|
|
|
|
||
|
Current Assets: |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
135,585 |
|
|
$ |
398,915 |
|
|
Restricted cash (including restricted cash of consolidated VIEs of $49.1 million and $24.7 million, respectively) |
|
|
73,234 |
|
|
|
73,095 |
|
|
Accounts receivable, net of allowance of $11.2 million and $21.5 million, respectively |
|
|
9,139 |
|
|
|
13,967 |
|
|
Finance receivables at fair value (including finance receivables of consolidated VIEs of $11.8 million and $11.5 million, respectively) |
|
|
12,501 |
|
|
|
12,939 |
|
|
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $457.2 million and $305.9 million, respectively) |
|
|
503,546 |
|
|
|
321,626 |
|
|
Inventory |
|
|
163,250 |
|
|
|
320,648 |
|
|
Beneficial interests in securitizations |
|
|
4,485 |
|
|
|
20,592 |
|
|
Prepaid expenses and other current assets (including other current assets of consolidated VIEs of $25.2 million and $11.7 million, respectively) |
|
|
50,899 |
|
|
|
58,327 |
|
|
Total current assets |
|
|
952,639 |
|
|
|
1,220,109 |
|
|
Finance receivables at fair value (including finance receivables of consolidated VIEs of $329.6 million and $119.6 million, respectively) |
|
|
336,169 |
|
|
|
140,235 |
|
|
Property and equipment, net |
|
|
24,132 |
|
|
|
50,201 |
|
|
Intangible assets, net |
|
|
131,892 |
|
|
|
158,910 |
|
|
Operating lease right-of-use assets |
|
|
7,063 |
|
|
|
23,568 |
|
|
Other assets (including other assets of consolidated VIEs of $1.8 million and $0 million, respectively) |
|
|
23,527 |
|
|
|
26,004 |
|
|
Total assets |
|
$ |
1,475,422 |
|
|
$ |
1,619,027 |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
||
|
Current Liabilities: |
|
|
|
|
|
|
||
|
Accounts payable |
|
$ |
26,762 |
|
|
$ |
34,702 |
|
|
Accrued expenses (including accrued expenses of consolidated VIEs of $4.0 million and $1.5 million, respectively) |
|
|
52,452 |
|
|
|
76,795 |
|
|
Vehicle floorplan |
|
|
151,178 |
|
|
|
276,988 |
|
|
Warehouse credit facilities of consolidated VIEs |
|
|
421,268 |
|
|
|
229,518 |
|
|
Current portion of long-term debt (including current portion of securitization debt of consolidated VIEs at fair value of $163.5 million and $47.2 million, respectively) |
|
|
172,410 |
|
|
|
47,239 |
|
|
Deferred revenue |
|
|
14,025 |
|
|
|
10,655 |
|
|
Operating lease liabilities, current |
|
|
8,737 |
|
|
|
9,730 |
|
|
Other current liabilities |
|
|
9,974 |
|
|
|
17,693 |
|
|
Total current liabilities |
|
|
856,806 |
|
|
|
703,320 |
|
|
Long-term debt, net of current portion (including securitization debt of consolidated VIEs of $150.6 million and $32.6 million at fair value, respectively) |
|
|
454,173 |
|
|
|
402,154 |
|
|
Operating lease liabilities, excluding current portion |
|
|
25,183 |
|
|
|
20,129 |
|
|
Other long-term liabilities (including other long-term liabilities of consolidated VIEs of $10.4 million and $7.4 million, respectively) |
|
|
17,109 |
|
|
|
18,183 |
|
|
Total liabilities |
|
|
1,353,271 |
|
|
|
1,143,786 |
|
|
Commitments and contingencies (Note 14) |
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
|
||
|
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2023 and 2022; 1,791,286 and 1,727,525 shares issued and outstanding as of December 31, 2023 and 2022, respectively |
|
|
2 |
|
|
|
2 |
|
|
Additional paid-in-capital |
|
|
2,088,381 |
|
|
|
2,075,931 |
|
|
Accumulated deficit |
|
|
(1,966,232 |
) |
|
|
(1,600,692 |
) |
|
Total stockholders’ equity |
|
|
122,151 |
|
|
|
475,241 |
|
|
Total liabilities and stockholders’ equity |
|
$ |
1,475,422 |
|
|
$ |
1,619,027 |
|
|
VROOM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (unaudited) |
||||||||||||||||
|
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Retail vehicle, net |
|
$ |
146,424 |
|
|
$ |
142,579 |
|
|
$ |
565,972 |
|
|
$ |
1,425,842 |
|
|
Wholesale vehicle |
|
|
28,526 |
|
|
|
23,039 |
|
|
|
104,119 |
|
|
|
293,528 |
|
|
Product, net |
|
|
15,754 |
|
|
|
10,793 |
|
|
|
52,253 |
|
|
|
62,747 |
|
|
Finance |
|
|
41,999 |
|
|
|
32,537 |
|
|
|
156,938 |
|
|
|
152,542 |
|
|
Other |
|
|
3,221 |
|
|
|
401 |
|
|
|
13,921 |
|
|
|
14,242 |
|
|
Total revenue |
|
|
235,924 |
|
|
|
209,349 |
|
|
|
893,203 |
|
|
|
1,948,901 |
|
|
Cost of sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Retail vehicle |
|
|
138,648 |
|
|
|
147,867 |
|
|
|
553,565 |
|
|
|
1,382,005 |
|
|
Wholesale vehicle |
|
|
57,453 |
|
|
|
27,399 |
|
|
|
138,472 |
|
|
|
304,148 |
|
|
Product |
|
|
819 |
|
|
|
— |
|
|
|
3,337 |
|
|
|
— |
|
|
Finance |
|
|
8,573 |
|
|
|
3,793 |
|
|
|
31,328 |
|
|
|
14,161 |
|
|
Other |
|
|
1,384 |
|
|
|
831 |
|
|
|
4,554 |
|
|
|
3,800 |
|
|
Total cost of sales |
|
|
206,877 |
|
|
|
179,890 |
|
|
|
731,256 |
|
|
|
1,704,114 |
|
|
Total gross profit |
|
|
29,047 |
|
|
|
29,459 |
|
|
|
161,947 |
|
|
|
244,787 |
|
|
Selling, general and administrative expenses |
|
|
77,579 |
|
|
|
90,760 |
|
|
|
340,657 |
|
|
|
566,387 |
|
|
Depreciation and amortization |
|
|
10,924 |
|
|
|
10,562 |
|
|
|
42,769 |
|
|
|
38,290 |
|
|
Impairment charges |
|
|
47,395 |
|
|
|
5,746 |
|
|
|
48,748 |
|
|
|
211,873 |
|
|
Loss from operations |
|
|
(106,851 |
) |
|
|
(77,609 |
) |
|
|
(270,227 |
) |
|
|
(571,763 |
) |
|
Gain on debt extinguishment |
|
|
(18,238 |
) |
|
|
(126,767 |
) |
|
|
(37,878 |
) |
|
|
(164,684 |
) |
|
Interest expense |
|
|
14,530 |
|
|
|
12,076 |
|
|
|
45,445 |
|
|
|
40,693 |
|
|
Interest income |
|
|
(4,789 |
) |
|
|
(6,372 |
) |
|
|
(21,158 |
) |
|
|
(19,363 |
) |
|
Other loss, net |
|
|
43,270 |
|
|
|
16,284 |
|
|
|
108,289 |
|
|
|
43,181 |
|
|
(Loss) income before provision for income taxes |
|
|
(141,624 |
) |
|
|
27,170 |
|
|
|
(364,925 |
) |
|
|
(471,590 |
) |
|
(Benefit) provision for income taxes |
|
|
(303 |
) |
|
|
2,405 |
|
|
|
615 |
|
|
|
(19,680 |
) |
|
Net (loss) income |
|
$ |
(141,321 |
) |
|
$ |
24,765 |
|
|
$ |
(365,540 |
) |
|
$ |
(451,910 |
) |
|
Net (loss) income per share attributable to common stockholders, basic |
|
$ |
(80.51 |
) |
|
$ |
14.34 |
|
|
$ |
(209.70 |
) |
|
$ |
(262.15 |
) |
|
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders, basic |
|
|
1,755,387 |
|
|
|
1,727,203 |
|
|
|
1,743,128 |
|
|
|
1,723,843 |
|
|
Net (loss) income per share attributable to common stockholders, diluted |
|
$ |
(80.51 |
) |
|
$ |
13.52 |
|
|
$ |
(209.70 |
) |
|
$ |
(262.15 |
) |
|
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders, diluted |
|
|
1,755,387 |
|
|
|
1,832,223 |
|
|
|
1,743,128 |
|
|
|
1,723,843 |
|
|
VROOM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) |
||||||||
|
|
|
Year Ended |
|
|||||
|
|
|
2023 |
|
|
2022 |
|
||
|
Operating activities |
|
|
|
|
|
|
||
|
Net loss |
|
$ |
(365,540 |
) |
|
$ |
(451,910 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
|
Impairment charges |
|
|
48,748 |
|
|
|
211,873 |
|
|
Gain on debt extinguishment |
|
|
(37,878 |
) |
|
|
(164,684 |
) |
|
Depreciation and amortization |
|
|
43,476 |
|
|
|
38,707 |
|
|
Amortization of debt issuance costs |
|
|
4,598 |
|
|
|
4,809 |
|
|
Realized gains on securitization transactions |
|
|
— |
|
|
|
(45,589 |
) |
|
Deferred taxes |
|
|
— |
|
|
|
(23,855 |
) |
|
Losses on finance receivables and securitization debt, net |
|
|
114,702 |
|
|
|
66,839 |
|
|
Stock-based compensation expense |
|
|
10,051 |
|
|
|
11,957 |
|
|
Provision to record inventory at lower of cost or net realizable value |
|
|
(2,360 |
) |
|
|
1,812 |
|
|
Provision for bad debt |
|
|
4,074 |
|
|
|
13,406 |
|
|
Provision to record finance receivables held for sale at lower of cost or fair value |
|
|
20,566 |
|
|
|
6,541 |
|
|
Amortization of unearned discounts on finance receivables at fair value |
|
|
(25,954 |
) |
|
|
(14,593 |
) |
|
Other, net |
|
|
(17,393 |
) |
|
|
(7,512 |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
|
Finance receivables, held for sale |
|
|
|
|
|
|
||
|
Originations of finance receivables held for sale |
|
|
(582,170 |
) |
|
|
(625,575 |
) |
|
Principal payments received on finance receivables held for sale |
|
|
105,858 |
|
|
|
64,521 |
|
|
Proceeds from sale of finance receivables held for sale, net |
|
|
— |
|
|
|
509,612 |
|
|
Other |
|
|
(1,606 |
) |
|
|
(7,701 |
) |
|
Accounts receivable |
|
|
754 |
|
|
|
78,060 |
|
|
Inventory |
|
|
159,758 |
|
|
|
403,924 |
|
|
Prepaid expenses and other current assets |
|
|
22,711 |
|
|
|
4,146 |
|
|
Other assets |
|
|
3,266 |
|
|
|
(2,546 |
) |
|
Accounts payable |
|
|
(7,940 |
) |
|
|
(24,281 |
) |
|
Accrued expenses |
|
|
(24,766 |
) |
|
|
(53,553 |
) |
|
Deferred revenue |
|
|
3,370 |
|
|
|
(65,148 |
) |
|
Other liabilities |
|
|
(10,009 |
) |
|
|
(38,325 |
) |
|
Net cash used in operating activities |
|
|
(533,684 |
) |
|
|
(109,065 |
) |
|
Investing activities |
|
|
|
|
|
|
||
|
Finance receivables at fair value |
|
|
|
|
|
|
||
|
Purchases of finance receivables at fair value |
|
|
(3,392 |
) |
|
|
(56,484 |
) |
|
Principal payments received on finance receivables at fair value |
|
|
174,748 |
|
|
|
132,391 |
|
|
Proceeds from sale of finance receivables at fair value, net |
|
|
— |
|
|
|
43,262 |
|
|
Consolidation of VIEs |
|
|
11,409 |
|
|
|
— |
|
|
Principal payments received on beneficial interests |
|
|
5,193 |
|
|
|
8,341 |
|
|
Purchase of property and equipment |
|
|
(14,805 |
) |
|
|
(24,234 |
) |
|
Acquisition of business, net of cash acquired of $47.9 million |
|
|
— |
|
|
|
(267,488 |
) |
|
Net cash provided by (used in) investing activities |
|
|
173,153 |
|
|
|
(164,212 |
) |
|
Financing activities |
|
|
|
|
|
|
||
|
Proceeds from the issuance of common stock in at-the-market offering, net of offering costs |
|
|
2,399 |
|
|
|
— |
|
|
Proceeds from borrowings under secured financing agreements |
|
|
261,991 |
|
|
|
— |
|
|
Principal repayment under secured financing agreements |
|
|
(208,476 |
) |
|
|
(192,839 |
) |
|
Proceeds from financing of beneficial interests in securitizations |
|
|
24,506 |
|
|
|
— |
|
|
Principal repayments of financing of beneficial interests in securitizations |
|
|
(8,698 |
) |
|
|
— |
|
|
Proceeds from vehicle floorplan |
|
|
559,331 |
|
|
|
1,403,042 |
|
|
Repayments of vehicle floorplan |
|
|
(685,141 |
) |
|
|
(1,638,855 |
) |
|
Proceeds from warehouse credit facilities |
|
|
480,100 |
|
|
|
520,800 |
|
|
Repayments of warehouse credit facilities |
|
|
(290,483 |
) |
|
|
(467,216 |
) |
|
Repurchases of convertible senior notes |
|
|
(36,536 |
) |
|
|
(90,208 |
) |
|
Other financing activities |
|
|
(1,653 |
) |
|
|
(4,212 |
) |
|
Net cash provided by (used in) financing activities |
|
|
97,340 |
|
|
|
(469,488 |
) |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
(263,191 |
) |
|
|
(742,765 |
) |
|
Cash, cash equivalents and restricted cash at the beginning of period |
|
|
472,010 |
|
|
|
1,214,775 |
|
|
Cash, cash equivalents and restricted cash at the end of period |
|
$ |
208,819 |
|
|
$ |
472,010 |
|
|
VROOM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) (unaudited) |
||||||||
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
|
Cash paid for interest |
|
$ |
59,351 |
|
|
$ |
34,907 |
|
|
Cash paid for income taxes |
|
$ |
5,363 |
|
|
$ |
2,409 |
|
|
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 |
|
|
$ |
— |
|
|
Fair value of beneficial interests received in securitization transactions |
|
$ |
— |
|
|
$ |
30,082 |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20240313922393/en/