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0001580864false00015808642022-02-282022-02-28

 

 

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): February 28, 2022

 

 

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.)

1375 Broadway, Floor 11

New York, New York 10018

(Address of principal executive offices) (Zip Code)

 

(855) 524-1300

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

VRM

The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

On February 28, 2022, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 7.01. Regulation FD Disclosure.

On March 1, 2022, members of the Company’s management will hold an earnings conference call to discuss the Company’s financial results for the quarter and year ended December 31, 2021, and the presentation 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 Exhibit 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 February 28, 2022.

99.2

 

Earnings Conference Call Presentation for the Quarter and Year Ended December 31, 2021.

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: February 28, 2022

 

By:

 

/s/ Robert R. Krakowiak

 

 

 

 

Robert R. Krakowiak

 

 

 

 

Chief Financial Officer

 

 
EX-99.1

https://cdn.kscope.io/d36b1d500786dcd95710734af0bf5fba-img63169428_0.jpg  

Exhibit 99.1

 

Vroom Reports Strong Fourth Quarter and Full Year 2021 Growth

 

Vroom Delivers Record Ecommerce Units

 

Quarterly and FY 2021 Ecommerce Unit Sales Up 93% and 117% YoY, respectively

 

Quarterly and FY 2021 Ecommerce Gross Profit Up 64% and 171% YoY, respectively

 

NEW YORK – February 28, 2022 – Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the fourth quarter and fiscal year ended December 31, 2021.

 

HIGHLIGHTS OF FOURTH QUARTER 2021

 

•
21,243 ecommerce units sold, up 93% YoY
•
Ecommerce revenue of $738.7 million, up 159% YoY
•
Ecommerce gross profit of $32.9 million, up 64% YoY
•
Announced acquisition of UACC

 

HIGHLIGHTS OF FISCAL YEAR 2021

 

•
74,698 ecommerce units sold, up 117% YoY
•
Ecommerce revenue of $2,442.4 million, up 167% YoY
•
Ecommerce gross profit of $164.7 million, up 171% YoY

 

“I am proud of what we accomplished in 2021” commented Mr. Paul Hennessy, Chief Executive Officer of Vroom. “We achieved record unit sales and revenues, record ecommerce gross profit per unit and a record number of vehicle acquisitions from consumers. At the same time, we expanded both our reconditioning capacity and last mile delivery operations. We look forward to the continued evolution of our business in 2022 as we welcome our new Chief Operating Officer, Tom Shortt, to lead our efforts to achieve operational excellence and deliver an outstanding customer experience, as well as the team from UACC, as we build out our captive financing arm and improve our unit economics. I have never been more optimistic about the future for Vroom.”

 

Mr. Robert Krakowiak, Vroom’s Chief Financial Officer, commented: “we are pleased with our full year progress on ecommerce gross profit per unit, expanding by 25% for the full year despite fourth quarter headwinds. Additionally, we continue to leverage SG&A per ecommerce transaction, which reduced by 18% on a year-over-year basis. For 2022, we expect a further increase in ecommerce GPPU and continued leverage of our SG&A spend as we begin to capture the benefits of captive financing and sharpen our focus on incremental unit economics throughout our business.”

 

 

 

 

FOURTH QUARTER 2021 FINANCIAL DISCUSSION

 

All financial comparisons for the fourth quarter are on a year-over-year basis unless otherwise noted.

 

Ecommerce Results

 

 

 

Three Months Ended
December 31,

 

 

 

 

 

 

 

 

 

Year Ended
December 31,

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

 

Change

 

 

% Change

 

 

2021

 

 

2020

 

 

 

Change

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except unit
data and average days to sale)

 

 

 

 

 

 

 

 

 

(in thousands, except unit
data and average days to sale)

 

 

 

 

 

 

 

 

Ecommerce units sold

 

 

 

21,243

 

 

 

 

11,022

 

 

 

 

10,221

 

 

 

92.7

%

 

 

 

74,698

 

 

 

 

34,488

 

 

 

 

40,210

 

 

 

116.6

%

Ecommerce revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicle revenue

 

$

 

715,874

 

 

$

 

274,552

 

 

$

 

441,322

 

 

 

160.7

%

 

$

 

2,360,368

 

 

$

 

884,560

 

 

$

 

1,475,808

 

 

 

166.8

%

Product revenue

 

 

 

22,846

 

 

 

 

10,398

 

 

 

 

12,448

 

 

 

119.7

%

 

 

 

82,001

 

 

 

 

30,891

 

 

 

 

51,110

 

 

 

165.5

%

Total ecommerce revenue

 

$

 

738,720

 

 

$

 

284,950

 

 

$

 

453,770

 

 

 

159.2

%

 

$

 

2,442,369

 

 

$

 

915,451

 

 

$

 

1,526,918

 

 

 

166.8

%

Ecommerce gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicle gross profit

 

$

 

10,042

 

 

$

 

9,674

 

 

$

 

368

 

 

 

3.8

%

 

$

 

82,745

 

 

$

 

29,970

 

 

$

 

52,775

 

 

 

176.1

%

Product gross profit

 

 

 

22,846

 

 

 

 

10,398

 

 

 

 

12,448

 

 

 

119.7

%

 

 

 

82,001

 

 

 

 

30,891

 

 

 

 

51,110

 

 

 

165.5

%

Total ecommerce gross profit

 

$

 

32,888

 

 

$

 

20,072

 

 

$

 

12,816

 

 

 

63.9

%

 

$

 

164,746

 

 

$

 

60,861

 

 

$

 

103,885

 

 

 

170.7

%

Average vehicle selling price per ecommerce unit

 

$

 

33,699

 

 

$

 

24,909

 

 

$

 

8,790

 

 

 

35.3

%

 

$

 

31,599

 

 

$

 

25,648

 

 

$

 

5,951

 

 

 

23.2

%

Gross profit per ecommerce unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicle gross profit per ecommerce unit

 

$

 

473

 

 

$

 

878

 

 

$

 

(405

)

 

 

(46.1

)%

 

$

 

1,108

 

 

$

 

869

 

 

$

 

239

 

 

 

27.5

%

Product gross profit per ecommerce unit

 

 

 

1,075

 

 

 

 

943

 

 

 

 

132

 

 

 

14.0

%

 

 

 

1,098

 

 

 

 

896

 

 

 

 

202

 

 

 

22.5

%

Total gross profit per ecommerce unit

 

$

 

1,548

 

 

$

 

1,821

 

 

$

 

(273

)

 

 

(15.0

)%

 

$

 

2,206

 

 

$

 

1,765

 

 

$

 

441

 

 

 

25.0

%

Ecommerce average days to sale

 

 

 

76

 

 

 

 

77

 

 

 

 

(1

)

 

 

(1.3

)%

 

 

 

74

 

 

 

 

66

 

 

 

 

8

 

 

 

12.1

%

 

 

2

 

 

 

Fourth Quarter 2021

 

Ecommerce Units

 

Ecommerce units sold increased 92.7% to 21,243 as a result of higher inventory levels, strong national brand recognition driven by our national advertising campaign and higher marketing spend, as well as growing consumer acceptance of our business model. The increase was also attributable to strong market demand for used vehicles, caused in part by the shortage of microchips and delays in new car manufacturing. Average monthly unique visitors to our platform increased 132.9% to 2,338,718.

 

Ecommerce Revenue

 

Ecommerce revenue increased 159.2% to $738.7 million.

 

•
Ecommerce Vehicle revenue increased 160.7% to $715.9 million. The increase in ecommerce Vehicle revenue was primarily attributable to the increase in ecommerce units sold as well as an increase in the average selling price per unit, which increased from $24,909 to $33,699, primarily attributable to market appreciation.
•
Ecommerce Product revenue increased 119.7% to $22.8 million. The increase in ecommerce Product revenue was primarily attributable to the increase in ecommerce units sold as well as an increase in ecommerce Product revenue per unit, which increased from $943 to $1,075 per unit.

 

Ecommerce Gross Profit

 

Ecommerce gross profit increased 63.9% to $32.9 million.

 

•
Ecommerce Vehicle gross profit increased 3.8% to $10.1 million. The increase in ecommerce Vehicle gross profit was primarily due to an increase in ecommerce units sold, offset by a 46.1% decrease in ecommerce Vehicle gross profit per unit, which decreased from $878 to $473.
•
Ecommerce Product gross profit increased 119.7% to $22.8 million. The increase in ecommerce Product gross profit was primarily attributable to the increase in ecommerce units sold as well as an increase in ecommerce Product gross profit per unit, which increased from $943 to $1,075 per unit.

 

Ecommerce Gross Profit per Unit

 

Ecommerce gross profit per unit decreased 15.0% to $1,548.

 

•
Ecommerce Vehicle gross profit per unit decreased 46.1% to $473, primarily driven by lower sales margins as a result of high acquisition costs for premium vehicles in the third quarter, combined with the retail depreciation for these vehicles during the fourth quarter, as well as higher reconditioning costs due to labor shortages and elevated demand at third-party reconditioning partners.
•
Ecommerce Product gross profit per unit increased 14.0% to $1,075, primarily driven by an increase in the average loan size as a result of a higher average selling price per unit, as well as higher attachment rates on other value-added products.

 

3

 

 

Results by Segment

 

 

 

Three Months Ended
December 31,

 

 

 

 

 

 

 

 

Year Ended
December 31,

 

 

 

 

 

 

 

 

 

2021

 

 

2020 (1)

 

 

Change

 

 

% Change

 

 

2021

 

 

2020 (1)

 

 

Change

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except unit data)

 

 

 

 

 

 

 

 

(in thousands, except unit data)

 

 

 

 

 

 

 

Units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ecommerce

 

 

21,243

 

 

 

11,022

 

 

 

10,221

 

 

 

92.7

%

 

 

74,698

 

 

 

34,488

 

 

 

40,210

 

 

 

116.6

%

Wholesale

 

 

8,742

 

 

 

6,998

 

 

 

1,744

 

 

 

24.9

%

 

 

37,163

 

 

 

21,108

 

 

 

16,055

 

 

 

76.1

%

TDA

 

 

2,105

 

 

 

1,777

 

 

 

328

 

 

 

18.5

%

 

 

7,212

 

 

 

7,385

 

 

 

(173

)

 

 

(2.3

)%

Total units

 

 

32,090

 

 

 

19,797

 

 

 

12,293

 

 

 

62.1

%

 

 

119,073

 

 

 

62,981

 

 

 

56,092

 

 

 

89.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ecommerce

 

$

738,720

 

 

$

284,950

 

 

$

453,770

 

 

 

159.2

%

 

$

2,442,369

 

 

$

915,451

 

 

$

1,526,918

 

 

 

166.8

%

Wholesale

 

 

121,543

 

 

 

75,111

 

 

 

46,432

 

 

 

61.8

%

 

 

498,981

 

 

 

245,580

 

 

 

253,401

 

 

 

103.2

%

TDA

 

 

70,944

 

 

 

45,437

 

 

 

25,507

 

 

 

56.1

%

 

 

229,872

 

 

 

195,295

 

 

 

34,577

 

 

 

17.7

%

All Other (2)

 

 

3,284

 

 

 

331

 

 

 

2,953

 

 

 

892.1

%

 

 

13,033

 

 

 

1,374

 

 

 

11,659

 

 

 

848.5

%

Total revenue

 

$

934,491

 

 

$

405,829

 

 

$

528,662

 

 

 

130.3

%

 

$

3,184,255

 

 

$

1,357,700

 

 

$

1,826,555

 

 

 

134.5

%

Gross profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ecommerce

 

$

32,888

 

 

$

20,072

 

 

$

12,816

 

 

 

63.9

%

 

$

164,746

 

 

$

60,861

 

 

$

103,885

 

 

 

170.7

%

Wholesale

 

 

7,783

 

 

 

(2,938

)

 

 

10,721

 

 

 

364.9

%

 

 

18,120

 

 

 

(1,432

)

 

 

19,552

 

 

 

1,365.4

%

TDA

 

 

2,163

 

 

 

2,878

 

 

 

(715

)

 

 

(24.8

)%

 

 

11,907

 

 

 

11,677

 

 

 

230

 

 

 

2.0

%

All Other (2)

 

 

1,872

 

 

 

94

 

 

 

1,778

 

 

 

1,891.5

%

 

 

7,326

 

 

 

439

 

 

 

6,887

 

 

 

1,568.8

%

Total gross profit

 

$

44,706

 

 

$

20,106

 

 

$

24,600

 

 

 

122.4

%

 

$

202,099

 

 

$

71,545

 

 

$

130,554

 

 

 

182.5

%

Gross profit (loss) per unit (3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ecommerce

 

$

1,548

 

 

$

1,821

 

 

$

(273

)

 

 

(15.0

)%

 

$

2,206

 

 

$

1,765

 

 

$

441

 

 

 

25.0

%

Wholesale

 

$

890

 

 

$

(420

)

 

$

1,310

 

 

 

311.9

%

 

$

488

 

 

$

(68

)

 

$

556

 

 

 

817.6

%

TDA

 

$

1,028

 

 

$

1,620

 

 

$

(592

)

 

 

(36.5

)%

 

$

1,651

 

 

$

1,581

 

 

$

70

 

 

 

4.4

%

 

(1)
We reclassified other revenue and gross profit related to the vehicle repair service at TDA from the TDA reportable segment to the “All Other” category to conform to current year presentation.
(2)
All Other revenues and gross profit consist of the CarStory business, which was acquired in January 2021, and vehicle repair services at TDA.
(3)
Gross profit per unit metrics exclude the CarStory business and vehicle repair services at TDA.

 

Total Units

 

Total units sold increased 62.1% to 32,090.

 

•
Ecommerce units sold increased 92.7% to 21,243, as discussed above.
•
Wholesale units sold increased 24.9% to 8,742, primarily driven by an increase in wholesale units purchased from consumers, a higher number of trade-in vehicles associated with the increase in the number of ecommerce units sold and strong wholesale market demand for used vehicles.
•
TDA units sold increased 18.5% to 2,105, primarily due to strong market demand generally for used vehicles and higher inventory levels.

 

Total Revenue

 

Total revenue increased 130.3% to $934.5 million.

•
Ecommerce revenue increased 159.2% to $738.7 million, as discussed above.

4

 

 

•
Wholesale revenue increased 61.8% to $121.5 million. The increase in wholesale revenue was primarily attributable to a higher average selling price per unit, which increased from $10,733 to $13,903, primarily due to market appreciation and to a lesser extent due to the increase in wholesale units sold.
•
TDA revenue increased 56.1% to $70.9 million, primarily due to a higher average selling price per unit, which increased from $24,546 to $32,963 as well as the increase in TDA units sold.

 

Total Gross Profit

 

Total gross profit increased 122.4% to $44.7 million.

•
Ecommerce gross profit increased 63.9% to $32.9 million, as discussed above.
•
Wholesale gross profit increased 364.9% to $7.8 million. Wholesale gross profit increased primarily due to a higher Wholesale gross profit per unit of $1,310.
•
TDA gross profit decreased 24.8% to $2.2 million. TDA gross profit decreased primarily due to a decrease in TDA gross profit per unit of $592.

 

Gross Profit per Unit

•
Ecommerce gross profit per unit decreased 15.0% to $1,548, as discussed above.
•
Wholesale gross profit per unit increased 311.9% to $890 as a result of favorable wholesale market conditions.
•
TDA gross profit per unit decreased 36.5% to $1,028 driven by a decrease in TDA vehicle gross profit per unit of $308, as well as a decrease in TDA product gross profit per unit of $284.

 

SG&A

 

 

Three Months Ended
December 31,

 

 

 

 

 

 

 

 

Year Ended
December 31,

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

2020

 

 

Change

 

 

% Change

 

 

 

2021

 

 

 

2020

 

 

Change

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

Compensation & benefits

 

$

 

59,332

 

 

$

 

28,384

 

 

$

30,948

 

 

 

109.0

%

 

$

 

204,913

 

 

$

 

92,205

 

 

$

112,708

 

 

 

122.2

%

Marketing expense

 

 

 

37,214

 

 

 

 

17,564

 

 

 

19,650

 

 

 

111.9

%

 

 

 

125,481

 

 

 

 

62,393

 

 

 

63,088

 

 

 

101.1

%

Outbound logistics

 

 

 

27,800

 

 

 

 

10,500

 

 

 

17,300

 

 

 

164.8

%

 

 

 

85,788

 

 

 

 

30,262

 

 

 

55,526

 

 

 

183.5

%

Occupancy and related costs

 

 

 

4,849

 

 

 

 

3,210

 

 

 

1,639

 

 

 

51.1

%

 

 

 

17,448

 

 

 

 

10,784

 

 

 

6,664

 

 

 

61.8

%

Professional fees

 

 

 

8,435

 

 

 

 

4,863

 

 

 

3,572

 

 

 

73.5

%

 

 

 

24,386

 

 

 

 

10,560

 

 

 

13,826

 

 

 

130.9

%

Other

 

 

 

28,711

 

 

 

 

13,607

 

 

 

15,104

 

 

 

111.0

%

 

 

 

89,807

 

 

 

 

39,342

 

 

 

50,465

 

 

 

128.3

%

Total selling, general & administrative expenses

 

$

 

166,341

 

 

$

 

78,128

 

 

$

88,213

 

 

 

112.9

%

 

$

 

547,823

 

 

$

 

245,546

 

 

$

302,277

 

 

 

123.1

%

 

5

 

 

 

Selling, general and administrative expenses increased 112.9% to $166.3 million. The increase was primarily due to:

•
$30.9 million increase in compensation and benefits due to an increase in headcount and an increase in variable fees for third-party sales and sales support providers as a result of an increase in units sold;
•
$19.7 million increase in marketing expense as we expanded our national broad-reach brand advertising and increased performance and online marketing as we continue to grow our listed inventory;
•
$17.3 million increase in outbound logistics costs primarily attributable to the growth in ecommerce units sold, which increased outbound logistics costs by $9.7 million, as well as increases in market rates of logistics providers, which increased outbound logistics costs by $7.6 million;
•
$3.6 million increase in professional fees primarily due to increased legal fees as well as consulting expenses in the engineering department; and
•
$15.1 million increase in other selling, general and administrative expenses primarily related to volume-based fees for software licenses and other variable expenses as our business continues to scale as well as additional insurance costs associated with being a publicly traded company and growing inventory.

 

We expect selling, general and administrative expenses to continue to increase in the future as we continue to scale our business, integrate and invest in UACC, invest in and improve our customer experience, and continue expanding our proprietary logistics and reconditioning networks. However, we believe these increases will be partially offset by operating leverage as our business continues to scale and we gain efficiencies from our investments in technology and process improvements.

 

Loss from Operations and Net Loss

 

Loss from operations increased 110.9% to $125.3 million. Net loss increased 114.0% to $129.8 million.

 

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 loss from operations, Non-GAAP net loss, Non-GAAP net loss per share and Non-GAAP net loss per share, as adjusted. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with 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 loss from operations, Non-GAAP net loss, Non-GAAP net loss per share and Non-GAAP net loss per share, as adjusted are supplemental performance measures that our management uses to assess our operating performance and the operating leverage in our business. Because EBITDA, Adjusted EBITDA, Adjusted loss from operations, Non-GAAP net loss, Non-GAAP net loss per share and Non-GAAP net loss per share, as adjusted, facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes.

 

6

 

 

EBITDA and Adjusted EBITDA

 

We calculate EBITDA as net loss before interest expense, interest income, income tax expense and depreciation and amortization expense and we calculate Adjusted EBITDA as EBITDA adjusted to exclude the one-time, IPO related acceleration of non-cash stock-based compensation expense, the one-time, IPO related non-cash revaluation of a preferred stock warrant and acquisition related costs. 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
December 31,

 

 

Year Ended
December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

(in thousands)

 

Net loss

 

$

(129,793

)

 

$

(60,662

)

 

$

(370,911

)

 

$

(202,799

)

Adjusted to exclude the following:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

7,228

 

 

 

3,274

 

 

 

21,948

 

 

 

9,656

 

Interest income

 

 

(3,053

)

 

 

(1,936

)

 

 

(10,341

)

 

 

(5,896

)

Provision for income taxes

 

 

375

 

 

 

(54

)

 

 

754

 

 

 

84

 

Depreciation and amortization expense

 

 

3,718

 

 

 

1,399

 

 

 

13,215

 

 

 

4,654

 

EBITDA

 

$

(121,525

)

 

$

(57,979

)

 

$

(345,335

)

 

$

(194,301

)

One-time IPO related acceleration of non-cash stock-based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,262

 

One-time IPO related non-cash revaluation of preferred stock warrant

 

 

—

 

 

 

—

 

 

 

—

 

 

 

20,470

 

Acquisition related costs

 

 

1,678

 

 

 

2,080

 

 

 

5,090

 

 

 

2,080

 

Adjusted EBITDA

 

$

(119,847

)

 

$

(55,899

)

 

$

(340,245

)

 

$

(170,489

)

 

Adjusted loss from Operations

 

We calculate Adjusted loss from operations as loss from operations adjusted to exclude the one-time, IPO related acceleration of non-cash stock-based compensation expense and acquisition related costs. The following table presents a reconciliation of Adjusted loss from operations to loss from operations, which is the most directly comparable U.S. GAAP measure:

 

 

 

Three Months Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Loss from operations

 

$

(125,250

)

 

$

(59,381

)

 

$

(358,615

)

 

$

(178,599

)

Add: One-time IPO related acceleration of non-cash stock based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,262

 

Add: Acquisition related costs

 

 

1,678

 

 

 

2,080

 

 

 

5,090

 

 

 

2,080

 

Adjusted loss from operations

 

$

(123,572

)

 

$

(57,301

)

 

$

(353,525

)

 

$

(175,257

)

 

Non-GAAP net loss, Non-GAAP net loss per share and Non-GAAP net loss per share, as adjusted

 

We calculate Non-GAAP net loss as net loss adjusted to exclude the one-time, IPO related acceleration of non-cash stock-based compensation expense, the one-time, IPO related non-cash revaluation of a preferred stock warrant and acquisition related costs. We calculate Non-GAAP net loss per share as Non-GAAP net loss divided by weighted average number of shares outstanding. The following table presents a reconciliation of Non-GAAP net loss and Non-GAAP net loss per share to net loss and net loss per share, which are the most directly comparable U.S. GAAP measures:

 

7

 

 

 

 

Three Months Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

(in thousands, except share and per share amounts)

 

(in thousands, except share and per share amounts)

 

Net loss

 

$

(129,793

)

 

$

(60,662

)

 

$

(370,911

)

 

$

(202,799

)

Net loss attributable to common stockholders

 

$

(129,793

)

 

$

(60,662

)

 

$

(370,911

)

 

$

(202,799

)

Add: One-time IPO related acceleration of non-cash stock based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,262

 

Add: One-time IPO related non-cash revaluation of preferred stock warrant

 

 

—

 

 

 

—

 

 

 

—

 

 

 

20,470

 

Add: Acquisition related costs

 

 

1,678

 

 

 

2,080

 

 

 

5,090

 

 

 

2,080

 

Non-GAAP net loss

 

$

(128,115

)

 

$

(58,582

)

 

$

(365,821

)

 

$

(178,987

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted

 

 

136,948,461

 

 

 

132,187,850

 

 

 

136,429,791

 

 

 

73,345,569

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

 

$

(0.95

)

 

$

(0.46

)

 

$

(2.72

)

 

$

(2.76

)

Impact of one-time IPO related acceleration of non-cash stock based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

0.02

 

Impact of one-time IPO related non-cash revaluation of preferred stock warrant

 

 

—

 

 

 

—

 

 

 

—

 

 

 

0.28

 

Impact of acquisition related costs

 

 

0.01

 

 

 

0.02

 

 

 

0.04

 

 

 

0.03

 

Non-GAAP net loss per share, basic and diluted

 

$

(0.94

)

 

$

(0.44

)

 

$

(2.68

)

 

$

(2.43

)

Non-GAAP net loss per share, as adjusted, basic and diluted(a)

 

$

(0.94

)

 

$

(0.44

)

 

$

(2.68

)

 

$

(1.37

)

 

(a)Non-GAAP net loss per share, as adjusted has been computed to give effect to, as of the beginning of each period presented, (i) the shares of common stock issued in connection with our IPO, (ii) the automatic conversion of all outstanding shares of redeemable convertible preferred stock into shares of common stock that occurred upon the consummation of our IPO and (iii) the shares of common stock issued with our follow-on public offering. The computation of Non-GAAP net loss per share, as adjusted is as follows:

 

 

 

Three Months Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

(in thousands, except share and per share amounts)

 

(in thousands, except share and per share amounts)

 

Non-GAAP net loss

 

$

(128,115

)

 

$

(58,582

)

 

$

(365,821

)

 

$

(178,987

)

Non-GAAP net loss, as adjusted

 

$

(128,115

)

 

$

(58,582

)

 

$

(365,821

)

 

$

(178,987

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted

 

 

136,948,461

 

 

 

132,187,850

 

 

 

136,429,791

 

 

 

73,345,569

 

Add: unweighted adjustment for common stock issued in connection with IPO

 

 

—

 

 

 

—

 

 

 

—

 

 

 

24,437,500

 

Add: unweighted adjustment for conversion of redeemable convertible preferred stock in connection with IPO

 

 

—

 

 

 

—

 

 

 

—

 

 

 

85,533,394

 

Add: unweighted adjustment for common stock issued in connection with follow-on public offering

 

 

—

 

 

 

—

 

 

 

—

 

 

 

10,800,000

 

Less: Adjustment for the impact of the above items already included in weighted-average number of shares outstanding for the periods presented

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(63,865,903

)

Weighted-average number of shares outstanding used to compute net loss per share, as adjusted, basic and diluted

 

 

136,948,461

 

 

 

132,187,850

 

 

 

136,429,791

 

 

 

130,250,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net loss per share, as adjusted, basic and diluted

 

$

(0.94

)

 

$

(0.44

)

 

$

(2.68

)

 

$

(1.37

)

 

8

 

 

Financial Outlook

 

For the first quarter 2022, we expect the following results:

•
Total revenues(1) of approximately $875 million.
•
Ecommerce unit sales of 18,000 to 19,000.
•
Ecommerce gross profit per unit of approximately $1,500.
•
Adjusted EBITDA(1) (2) of approximately ($130) million.

 

(1)
Inclusive of UACC from acquisition date of February 1, 2022.

 

(2)
A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for our first quarter 2022 Financial Outlook is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. We have provided a reconciliation of GAAP to non-GAAP financial measures for the fourth quarter 2021 in the reconciliation table in the Non-GAAP Financial Measures section above.

 

The foregoing estimates are forward-looking statements that reflect the Company’s expectations as of February 28, 2022 and are subject to substantial uncertainty. See “Forward-Looking Statements” below.

 

Conference Call & Webcast Information

 

Vroom management will discuss these results and other information regarding the Company during a conference call and audio webcast Tuesday, March 1, 2022 at 8:30 a.m. ET.

 

The conference call can be accessed via telephone by dialing 1-833-519-1297 (or 914-800-3868 for international access) and entering the conference ID 9567145. A live audio webcast will also be available at ir.vroom.com. An archived webcast of the conference call will be accessible on the website within 48 hours of its completion.

 

About Vroom (NASDAQ: VRM)

 

Vroom is an innovative, end-to-end ecommerce platform that offers a better way to buy and a better way to sell used vehicles. The Company’s scalable, data-driven technology brings all phases of the vehicle buying and selling process to consumers wherever they are and offers an extensive selection of vehicles, transparent pricing, competitive financing, and contact-free, at-home pick-up and delivery. For more information visit www.vroom.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our expectations regarding our business strategy and plans, including our ability to integrate and develop United Auto Credit Corporation into a captive finance operation, as well as our ability to scale our business, grow inventory, expand reconditioning capacity, invest in logistics and improve our end-to-end customer experience, and for future results of operations and financial position, including our ability to improve our unit economics and our outlook for the first quarter ended March 31, 2022. 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

9

 

 

year ended December 31, 2021, 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

Allen Miller

investors@vroom.com

 

Media Contact:

 

Moxie Communications Group

Alyssa Galella

vroom@moxiegrouppr.com

(562) 294-6261

 

10

 

 

 

VROOM, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

 

 

 

As of

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,132,325

 

 

$

1,056,213

 

Restricted cash

 

 

82,450

 

 

 

33,826

 

Accounts receivable, net of allowance of $8,889 and $2,803, respectively

 

 

105,433

 

 

 

60,576

 

Inventory

 

 

726,384

 

 

 

423,647

 

Prepaid expenses and other current assets

 

 

55,700

 

 

 

23,617

 

Total current assets

 

 

2,102,292

 

 

 

1,597,879

 

Property and equipment, net

 

 

37,042

 

 

 

15,092

 

Intangible assets, net

 

 

28,207

 

 

 

34

 

Goodwill

 

 

158,817

 

 

 

78,172

 

Operating lease right-of-use assets

 

 

15,359

 

 

 

17,137

 

Other assets

 

 

25,033

 

 

 

15,742

 

Total assets

 

$

2,366,750

 

 

$

1,724,056

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

52,651

 

 

$

32,925

 

Accrued expenses

 

 

121,508

 

 

 

59,405

 

Vehicle floorplan

 

 

512,801

 

 

 

329,231

 

Deferred revenue

 

 

75,803

 

 

 

24,822

 

Operating lease liabilities, current

 

 

6,889

 

 

 

6,052

 

Other current liabilities

 

 

57,604

 

 

 

30,275

 

Total current liabilities

 

 

827,256

 

 

 

482,710

 

Convertible senior notes

 

 

610,618

 

 

 

—

 

Operating lease liabilities, excluding current portion

 

 

9,592

 

 

 

12,093

 

Other long-term liabilities

 

 

4,090

 

 

 

2,151

 

Total liabilities

 

 

1,451,556

 

 

 

496,954

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2021 and December 31, 2020; 137,092,891 and 134,043,969 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively

 

 

135

 

 

 

132

 

Additional paid-in-capital

 

 

2,063,841

 

 

 

2,004,841

 

Accumulated deficit

 

 

(1,148,782

)

 

 

(777,871

)

Total stockholders’ equity

 

 

915,194

 

 

 

1,227,102

 

Total liabilities and stockholders’ equity

 

$

2,366,750

 

 

$

1,724,056

 

 

 

11

 

 

 

VROOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

 

 

 

Three Months Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Retail vehicle, net

 

$

785,262

 

 

$

318,171

 

 

$

2,583,417

 

 

$

1,072,551

 

Wholesale vehicle

 

 

121,543

 

 

 

75,111

 

 

 

498,981

 

 

 

245,580

 

Product, net

 

 

24,402

 

 

 

12,216

 

 

 

88,824

 

 

 

38,195

 

Other

 

 

3,284

 

 

 

331

 

 

 

13,033

 

 

 

1,374

 

Total revenue

 

 

934,491

 

 

 

405,829

 

 

 

3,184,255

 

 

 

1,357,700

 

Cost of sales

 

 

889,785

 

 

 

385,723

 

 

 

2,982,156

 

 

 

1,286,155

 

Total gross profit

 

 

44,706

 

 

 

20,106

 

 

 

202,099

 

 

 

71,545

 

Selling, general and administrative expenses

 

 

166,341

 

 

 

78,128

 

 

 

547,823

 

 

 

245,546

 

Depreciation and amortization

 

 

3,615

 

 

 

1,359

 

 

 

12,891

 

 

 

4,598

 

Loss from operations

 

 

(125,250

)

 

 

(59,381

)

 

 

(358,615

)

 

 

(178,599

)

Interest expense

 

 

7,228

 

 

 

3,274

 

 

 

21,948

 

 

 

9,656

 

Interest income

 

 

(3,053

)

 

 

(1,936

)

 

 

(10,341

)

 

 

(5,896

)

Revaluation of preferred stock warrant

 

 

—

 

 

 

—

 

 

 

—

 

 

 

20,470

 

Other income, net

 

 

(7

)

 

 

(3

)

 

 

(65

)

 

 

(114

)

Loss before provision for income taxes

 

 

(129,418

)

 

 

(60,716

)

 

 

(370,157

)

 

 

(202,715

)

Provision for income taxes

 

 

375

 

 

 

(54

)

 

 

754

 

 

 

84

 

Net loss

 

$

(129,793

)

 

$

(60,662

)

 

$

(370,911

)

 

$

(202,799

)

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.95

)

 

$

(0.46

)

 

$

(2.72

)

 

$

(2.76

)

Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted

 

 

136,948,461

 

 

 

132,187,850

 

 

 

136,429,791

 

 

 

73,345,569

 

 

 

 

12

 

 

 

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

Year Ended
December 31,

 

 

 

2021

 

 

2020

 

Operating activities

 

 

 

 

 

 

Net loss

 

$

(370,911

)

 

$

(202,799

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

13,215

 

 

 

4,654

 

Amortization of debt issuance costs

 

 

2,872

 

 

 

938

 

Stock-based compensation expense

 

 

13,409

 

 

 

13,254

 

Provision to record inventory at lower of cost or net realizable value

 

 

9,471

 

 

 

6,588

 

Revaluation of preferred stock warrant

 

 

—

 

 

 

20,470

 

Other

 

 

9,619

 

 

 

2,375

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(53,206

)

 

 

(32,068

)

Inventory

 

 

(312,208

)

 

 

(224,489

)

Prepaid expenses and other current assets

 

 

(32,452

)

 

 

(9,117

)

Other assets

 

 

(9,172

)

 

 

(4,556

)

Accounts payable

 

 

19,321

 

 

 

14,066

 

Accrued expenses

 

 

61,170

 

 

 

28,431

 

Deferred revenue

 

 

50,943

 

 

 

7,499

 

Other liabilities

 

 

29,241

 

 

 

19,500

 

Net cash used in operating activities

 

 

(568,688

)

 

 

(355,254

)

Investing activities

 

 

 

 

 

 

Purchase of property and equipment

 

 

(28,413

)

 

 

(11,329

)

Acquisition of business, net of cash acquired

 

 

(75,875

)

 

 

—

 

Net cash used in investing activities

 

 

(104,288

)

 

 

(11,329

)

Financing activities

 

 

 

 

 

 

Proceeds from vehicle floorplan

 

 

2,713,350

 

 

 

1,242,736

 

Repayments of vehicle floorplan

 

 

(2,529,780

)

 

 

(1,086,966

)

Proceeds from issuance of convertible senior notes

 

 

625,000

 

 

 

—

 

Issuance costs paid for convertible senior notes

 

 

(16,129

)

 

 

—

 

Proceeds from the issuance of redeemable convertible preferred stock, net

 

 

—

 

 

 

21,694

 

Repurchase of common stock

 

 

—

 

 

 

(1,818

)

Common stock shares withheld to satisfy employee tax withholding obligations

 

 

—

 

 

 

(2,915

)

Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount

 

 

—

 

 

 

504,024

 

Payments of costs related to IPO

 

 

—

 

 

 

(6,791

)

Proceeds from the issuance of common stock in connection with follow-on public offering, net of underwriting discount

 

 

—

 

 

 

569,471

 

Payments of costs related to follow-on public offering

 

 

—

 

 

 

(1,519

)

Proceeds from exercise of stock options

 

 

5,766

 

 

 

2,341

 

Other financing activities

 

 

(495

)

 

 

(3,222

)

Net cash provided by financing activities

 

 

797,712

 

 

 

1,237,035

 

Net increase in cash, cash equivalents and restricted cash

 

 

124,736

 

 

 

870,452

 

Cash, cash equivalents and restricted cash at the beginning of period

 

 

1,090,039

 

 

 

219,587

 

Cash, cash equivalents and restricted cash at the end of period

 

$

1,214,775

 

 

$

1,090,039

 

 

13

 

EX-99.2

 

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Vroom Fourth-Quarter 2021 Earnings February 2022

 

 

 

 

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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 our expectations regarding our business strategy and plans, including our ability to integrate and develop United Auto Credit Corporation into a captive finance operation, as well as our ability to scale our business, grow inventory, expand reconditioning capacity, invest in logistics and improve our end-to-end customer experience, and statements regarding our future results of operations and financial position, including our ability to improve our unit economics and our outlook for the first quarter of fiscal year 2022. 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, 2021, 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. Financial Presentation and Use of Non-GAAP Financial Measures Certain monetary amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Certain other amounts that appear in this presentation may not sum due to rounding. This presentation contains certain supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are in addition to, and not a substitute or superior to, measures of financial performance prepared in accordance with GAAP. 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. We have reconciled all non-GAAP financial measures with the most directly comparable U.S. GAAP financial measures.

 

 

 

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Introducing tom shortt, Chief operating officer Appointed Chief operating Officer effective January 3rd, 2022 Previously served as Senior VP of Supply Chain at Walmart for three years, with an emphasis on ecommerce supply chain strategy Prior to Walmart, Tom served in senior leadership roles focusing on supply chain, fulfillment, and logistics at Home Depot, ACCO Brands, Unisource, Fisher Scientific and Office Depot In his role as Chief Operating Officer at Vroom, Tom will execute on Vroom’s growth and profitability plan, driving operational improvements across the organization Tom short Chief Operating Officer

 

 

 

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2021 annual highlights Continued substantial progress on key strategic objectives Delivering Strong growth Strong triple-digit revenue growth fueled by nearly 120% ecommerce unit growth Ecommerce Gross Profit Per Unit (GPPU) expansion while delivering expense leverage on a per-transaction basis Scaling our national operations Doubled our third-party reconditioning locations Accelerated last mile delivery to over 60% of all ecommerce deliveries during the fourth quarter Sourced 76% of retail sales from consumers in 4Q acquiring key assets to strengthen our core business and improve profitability Acquired and integrated CarStory, a leading AI-powered pricing analytics service for automotive retail Announced acquisition of United Auto Credit Corporation (completed in February 2022), beginning our transformation to fully captive lending FY 2021 Performance Highlights current year prior year total revenues ecommerce units ecommerce gppu total gross profit adjusted ebitda(1) cash balance(2) floorplan availability $3.2 billion $1.4 billion 74,698 34,488 $2,206 $1,765 $202 million $72 million ($340) million ($170) million $1.1 billion $1.1 billion $700 million $450 million 1q2022 guidance(4) 1q2022 guidance total revenues ecommerce units ecommerce gppu total gross profit adjusted ebitda(1)(3) ~$875 million 18,000 - 19,000 ~$1,500 (~$130) million (1) Adjusted EBITDA is a non-GAAP measure. For a definition of Adjusted EBITDA and a reconciliation to the most comparable GAAP measure, please see slide 19. (2) Represents cash and cash equivalents, excluding restricted cash and floorplan availability. (3) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for 1Q 2022 guidance is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. (4) Includes UACC from acquisition date of February 1, 2022.

 

 

 

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ecommerce highlights record year-over-year growth in key metrics (Ecommerce revenues in millions) ecommerce units ecommerce revenues ecommerce gppu 18,945 +89% FY 2019 34,488 +82% FY 2020 74,698 +117% FY 2021 yoy $588 +95% FY 2019 $915 +56% FY 2020 $2,442 +167% FY 2021 yoy $1,696 -24% FY 2019 $1,765 +4% FY 2020 $2,206 +25% FY 2021 yoy ecommerce units grow 117% yoy Growing brand awareness in an exceptional demand environment, and ongoing scaling of capacity across the business ecommerce revenues up 167% yoy Driven by accelerated unit growth and record average selling price (ASP) levels due to market appreciation ecommerce gross profit per units up 25% yoy Vehicle GPPU increased $239 per unit to $1,108, driven by reconditioning efficiencies and market pricing tailwinds Product GPPU increased $202 per unit to $1,098, reflecting strong execution of our product team and higher average loan balances

 

 

 

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ecommerce unit trends annual ecommerce transactions up 170% total ecommerce transactions(1) ~ 26,000 +80% FY 2019 ~ 53,000 +105% FY 2020 ~ 143,500 +170% FY 2021 yoy total ecommerce transactions(1) reach record high Sold over 2x ecommerce units in 2021 vs. 2020, while remote, retail-grade consumer acquisitions increased 4x consumer sourcing initiatives Sourced 76% of retail units from consumers during the fourth quarter, up from 40% in the fourth quarter of 2020 Aided brand awareness increased 50% YoY in the fourth quarter of 2021 Realizing benefit of increased “sell us your car” marketing initiative amplified marketing Reached website visitation of 2.3+ million average monthly unique visitors in the quarter, up from 1 million in the fourth quarter of 2020 Ongoing investments in new national brand campaigns (1) Defined as ecommerce units sold plus retail-grade, remote consumer direct purchases and trade-ins.

 

 

 

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supply chain update 2021 targets exceeded; continuing to implement our strategy 2021 supply chain targets exceeded Reconditioning: Opened 19 new third-party reconditioning centers in 2021 including 8 in the fourth quarter for a total of 37 Increased weekly reconditioning capacity by 70% YoY Near-term headwinds persist for reconditioning utilization, driven by labor shortages and disruptions due to the pandemic Last Mile: Increased last mile delivery penetration to 61% of all ecommerce deliveries during 4Q 2021 Grew last mile hub footprint to 31 at year-end 2021 vs. 8 at year-end 2020 supply chain strategy Reconditioning: Assessing 2022 reconditioning requirements following recent Adesa announcement Accelerate our hybrid reconditioning strategy of leveraging thirdparty infrastructure and building out Vroom-owned facilities Last Mile: Continue to expand last mile delivery experience for our customers and progress toward our longer-term goal of 85%

 

 

 

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improving the customer experience focused on improving speed of transaction and delivery Driving Streamlined Ecommerce Sales Experience Significant Investments in Back-Office Automation Investing in Fully Captive Digital Lending Solution driving streamlined ecommerce sales experience New functionality planned to streamline ecommerce sales experience Various sales enhancements (e.g. shop-by-price, my account features, e-signature) Continuous A/B testing to optimize merchandising strategy significant investments in back-office automation Driving operational leverage through the deployment of process optimization, training and digital workflow solutions Improving customer service through enhanced digital communications, training and productivity tools to enhance first-call resolution investing in fully captive digital lending solution Significantly simplifies the digital sales and lending processes Ability to better serve customers across the entire credit spectrum

 

 

 

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summarizing 2021 continued substantial progress on key strategic objectives achieved triple-digit ecommerce unit growth (up 117% yoy) Reflects increased processing capacity across the business, healthy used vehicle demand, and growing brand awareness fulfilled record-breaking transactions on the sell and buy side (up 170% yoy) Total ecommerce transactions nearly tripled YoY as we accelerated consumer sourcing initiatives and sold more units grew profit by 183% yoy and expended gppu, strong execution in a dynamic environment Delivered growth across vehicle, product, and wholesale gross profit per unit strategic acquisitions pave the path to accelerated sales and profit growth Completed the acquisition of CarStory; recently acquired UACC building a strong platform for 2022 and beyond Focusing on the transaction to improve the customer experience and accelerate our flywheel Continuing investments in owned logistics

 

 

 

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Vroom Fourth-Quarter 2021 Financial Update February 2022

 

 

 

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fourth quarter financial summary strong unit and revenue performance, near-term gross profit constrained 4q 2021 performance highlights total revenues ecommerce units ecommerce gppu total gross profit adjusted ebitda(1) reported results guidance range $934 million $865 - $900 million 21,243 20,000 - 20,500 $1,548 $2,100 - $2,300 $45 million $50 - $58 million ($120) million ($104) - ($95) million beat guidance 1q 2022 guidance(3) total revenues ecommerce units ecommerce gppu adjusted ebitda(1)(2) 1q 2022 guidance ~$875 million 18,000 - 19,000 ~$1,500 (~$130) million total revenues up 130% yoy from $406 million Driven by over 90% ecommerce unit growth and higher ecommerce ASPs, as well as higher wholesale revenues ecommerce units up 93% yoy from 11,022 ecommerce gppu down 15% yoy from $1821 Higher product GPPU offset by a decrease in vehicle GPPU driven by high acquisition costs for premium vehicles in 3Q 2021, combined with retail price depreciation for premium vehicles during the fourth quarter total gross profit up 122% yoy from $20 million Largely reflects higher ecommerce unit volumes and higher wholesale GPPU (1) Adjusted EBITDA is a non-GAAP measure. For a definition of Adjusted EBITDA and a reconciliation to the most comparable GAAP measure, please see slide 19. (2) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for 1Q 2022 guidance is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. (3) Includes UACC from acquisition date of February 1, 2022.

 

 

 

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fourth quarter ecommerce financial summary year-over-year growth in units continues, pressure on vehicle gppu (Ecommerce revenues in millions) ecommerce units 18,268 +172% 2Q 2021 19,683 +123% 3Q 2021 21,243 + 93% 4Q 2021 yoy $580 +230% 2Q 2021 $702 +216% 3Q 2021 $739 +159% 4Q 2021 yoy $1,587 +405% 2Q 2021 $1,315 +1% 3Q 2021 $473 -46% 4Q 2021 yoy $1,131 +49% 2Q 2021 $1,245 +41% 3Q 2021 $1,075 +14% 4Q 2021 yoy ecommerce units up 93% yoy from 11,022 Capitalized on heightened demand environment and marketing strategy and strong execution with higher listed inventory ecommerce revenues up 159% yoy from $285 million Fueled by over 90% unit growth and an ~$8,800 (35%) YoY increase in ecommerce average selling price to ~$33,700 ecommerce vehicle gppu down $405 yoy from $878 Higher vehicle acquisition costs were not offset by increases in retail pricing Ongoing growth driven by higher product attachment rates and higher average loan size (1) Vehicle gross profit per unit. (2) Product gross profit per unit.

 

 

 

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wholesale summary capitalizing on a favorable fourth quarter wholesale environment wholesale units 10,020 2Q 2021 9,760 3Q 2021 8,742 4Q 2021 wholesale units up by 25% yoy from 6,998 units Primarily driven by an increase in consumer-sourced vehicles, resulting in higher trade-ins, coupled with strong wholesale market demand gppu $850 2Q 2021 $215 3Q 2021 $890 4Q 2021 wholesale gppu up $1,310 yoy from ($420) Strong margin expansion in a favorable wholesale market

 

 

 

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breaking down annual sg&a per transaction delivering opex leverage as ecommerce transactions ramp Gained leverage in SG&A per total ecommerce transaction in 2021 as transaction growth outpaced opex investments Underlying leverage of nearly $1,000 per total ecommerce transaction excluding incremental outbound logistics costs Leveraging key process and staffing investments to deliver record-high transaction volume sg&a per total ecommerce transaction(1) $4,633 202 $140 Logistics market rate inflation ($955) Scaling leverage $3,818 2021 18% yoy improvement in sg&a transaction (1) Reflects total SG&A divided by total ecommerce transactions. Total ecommerce transactions defined as ecommerce units sold plus retail-grade, remote consumer direct purchases and trade-ins.

 

 

 

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uacc update significant progress towards hybrid asset-light uacc business model acquisition of uacc completed Closed acquisition of UACC on February 1, 2022 for ~$300 million, subject to customary purchase price adjustments closed on the first securitization by uacc since acquired by vroom Sold $318 million of finance receivables and will record an estimated gain in an off-balance sheet securitization, subject to final purchase accounting adjustments second securitization planned in the second half of 2022 Gain on the second securitization is expected to be ~15% of the finance receivables sold, subject to current market conditions access to additional liquidity Upon completion of the securitization, UACC has $350 million of unused warehouse lines from a diverse bank group

 

 

 

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year-end 2021 liquidity over $1.1 billion in cash and upsized $700 million floor plan financing $1.1b cash balance $1.132 billion in cash and cash equivalents excluding restricted cash (1) $700m floorplan financing Upsized floorplan from $450 million to $700 million 6-month extension to March 2023 completed in Feb. 2022 other source of liquidity Working capital efficiencies Future ABS and forward-flow transactions Ability to add modest leverage to UACC’s balance sheet (1) Represents cash and cash equivalents, excluding restricted cash and floorplan availability.

 

 

 

https://cdn.kscope.io/d36b1d500786dcd95710734af0bf5fba-img64092949_16.jpg 

summary confidence in go-forward execution record-breaking ecommerce transactions opex investments driving leverage on an annualized basis 2022: a year of focusing on incremental unit economics and preparing the business for growth driving our strategy forward

 

 

 

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vroom Appendix February 2022

 

 

 

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reconciliation of non-gaap financial measures EBITDA and Adjusted EBITDA We calculate EBITDA as net loss before interest expense, interest income, income tax expense and depreciation and amortization expense and we calculate Adjusted EBITDA as EBITDA adjusted to exclude the one - time, IPO related acceleration of non-cash stock-based compensation expense, the one- time, IPO related non-cash revaluation of a preferred stock war rant and acquisition - related costs. 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 December 31, Year Ended December 31, 2021 2020 2021 2020 Net loss $ (129,793) $ (60,662) $ (370,911) $ (202,799) Adjusted to exclude the following: Interest expense 7,228 3,274 21,948 9,656 Interest income (3,053) (1,936) (10,341) (5,896) Provision for income taxes 375 (54) 754 84 Depreciation and amortization expense 3,718 1,399 13,215 4,654 EBITDA $ (121,525) $ (57,979) $ (345,335) $ (194,301) One-time IPO related acceleration of non-cash stock-based compensation 1,262 One-time IPO related non-cash revaluation of preferred stock warrant 20,470 Acquisition related costs 1,678 2,080 5,090 2,080 Adjusted EBITDA $ (119,847) $ (55,899) $ (340,245) $ (170,489)

 

 

 

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reconciliation of non-gaap financial measures (cont’d) Adjusted loss from operations We calculate Adjusted loss from operations as loss from operations adjusted to exclude the one - time, IPO related acceleration of non-cash stock-based compensation expense and acquisition-related costs. The following table presents a reconciliation of Adjusted loss from operations to loss from operations, which is the most directly comparable U.S. GAAP measure: 2021 2020 2021 2020 Loss from operations $ (125,250) $ (59,381) $ (358,615) $ (178,599) Add: One-time IPO related acceleration of non-cash stock based compensation 1,262 Add: Acquisition related costs 1,678 2,080 5,090 2,080 Adjusted loss from operations $ (123,572) $ (57,301) $ (353,525) $ (175,257) Three Months Ended December 31, Year Ended December 31, (in thousands) (in thousands)

 

 

 

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reconciliation of non-gaap financial measures (cont’d) (a) Non-GAAP net loss per share, as adjusted has been computed to give effect to, as of the beginning of each period presented, (i) the shares of common stock issued in connection with our IPO, (ii) the automatic conversion of all outstanding shares of redeemable convertible preferred stock into shares of common stock that occurred upon the consummation of our IPO and (iii) the shares of common stock issued with our follow-on public offering. The computation of Non-GAAP net loss per share, as adjusted is provided on the following page. Non-GAAP net loss, Non-GAAP net loss per share and Non-GAAP net loss per share, as adjusted We calculate Non-GAAP net loss as net loss adjusted to exclude the one-time, IPO related acceleration of non-cash stock-based compensation expense, the one- time, IPO related non-cash revaluation of a preferred stock warrant and acquisition - related costs. We calculate Non-GAAP net loss per share as Non-GAAP net loss divided by weighted average number of shares outstanding. The following table presents a reconciliation of Non-GAAP net loss and Non-GAAP net loss per share to net loss and net loss per share, which are the most directly comparable U.S. GAAP measures: 2021 2020 2021 2020 Net loss $ (129,793) $ (60,662) $ (370,911) $ (202,799) Net loss attributable to common stockholders $ (129,793) $ (60,662) $ (370,911) $ (202,799) Add: One-time IPO related acceleration of non-cash stock based compensation 1,262 Add: One-time IPO related non-cash revaluation of preferred stock warrant 20,470 Add: Acquisition related costs 1,678 2,080 5,090 2,080 Non-GAAP net loss $ (128,115) $ (58,582) $ (365,821) $ (178,987) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 136,948,461 132,187,850 136,429,791 73,345,569 Net loss per share, basic and diluted $ (0.95) $ (0.46) $ (2.72) $ (2.76) Impact of one-time IPO related acceleration of non-cash stock based compensation 0.02 Impact of one-time IPO related non-cash revaluation of preferred stock warrant 0.28 Impact of acquisition related costs 0.01 0.02 0.04 0.03 Non-GAAP net loss per share, basic and diluted $ (0.94) $ (0.44) $ (2.68) $ (2.43) Non-GAAP net loss per share, as adjusted, basic and diluted(a) $ (0.94) $ (0.44) $ (2.68) $ (1.37) Three Months Ended December 31, Year Ended December 31, (in thousands, except share and per share amounts) (in thousands, except share and per share amounts)

 

 

 

https://cdn.kscope.io/d36b1d500786dcd95710734af0bf5fba-img64092949_21.jpg 

reconciliation of non-gaap financial measures (cont’d) Non-GAAP net loss per share, as adjusted Non-GAAP net loss per share, as adjusted has been computed to give effect to, as of the beginning of each period presented, (i) the shares of common stock issued in connect ion with our IPO, (ii) the automatic conversion of all outstanding shares of redeemable convertible preferred stock into shares of common stock that occurred upon the consummation of our IPO and (iii) the shares of common stock issued with our follow-on public offering. The computation of Non-GAAP net loss per share, as adjusted is as follows: 2021 2020 2021 2020 Non-GAAP net loss $ (128,115) $ (58,582) $ (365,821) $ (178,987) Non-GAAP net loss, as adjusted $ (128,115) $ (58,582) $ (365,821) $ (178,987) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 136,948,461 132,187,850 136,429,791 73,345,569 Add: unweighted adjustment for common stock issued in connection with IPO 24,437,500 Add: unweighted adjustment for conversion of redeemable convertible preferred stock in connection with IPO 85,533,394 Add: unweighted adjustment for common stock issued in connection with follow -on public offering 10,800,000 Less: Adjustment for the impact of the above items already included in weighted-average number of shares outstanding for the periods presented (63,865,903) Weighted-average number of shares outstanding used to compute net loss per share, as adjusted, basic and diluted 136,948,461 132,187,850 136,429,791 130,250,560 Non-GAAP net loss per share, as adjusted, basic and diluted $ (0.94) $ (0.44) $ (2.68) $ (1.37) (in thousands, except share and per share amounts)(in thousands, except share and per share amounts) Three Months Ended December 31, Year Ended December 31,

 

 

 

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thank you!