UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including 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:
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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 2.01. Completion of Acquisition or Disposition of Assets.
On March 29, 2024, Vroom, Inc. (the “Company”) substantially completed the previously announced wind-down of the Company's ecommerce operations and used vehicle dealership business (the "Ecommerce Wind-Down"). The Company ceased transactions through vroom.com, completed transactions for customers who had previously contracted with the Company to purchase or sell a vehicle, halted purchases of additional vehicles, sold substantially all of its used vehicle inventory through wholesale channels, paid off its vehicle floorplan financing facility dated November 4, 2022 with Ally Bank and Ally Financial Inc., and substantially completed a reduction-in-force commensurate with the reduced operations. The commencement of the process of winding down the ecommerce operations and used vehicle dealership business was previously disclosed by the Company in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 22, 2024 as amended by a Current Report on Form 8-K/A filed with the SEC on March 13, 2024. The unaudited pro forma financial information giving effect to the wind-down of the Company's ecommerce operations and used vehicle dealership business is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet of the Company as of December 31, 2023, and the unaudited pro forma condensed consolidated statement of operations of the Company for the years ended December 31, 2023 and 2022, and the notes related thereto, are filed as Exhibit 99.1 hereto and are incorporated herein by reference. The unaudited pro forma condensed consolidated financial information are based on the Company's historical financial statements after giving effect to the wind-down of the Company's ecommerce operations and used vehicle dealership business. The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent the Company’s actual financial condition or results of operations had the Ecommerce Wind-Down occurred on the dates indicated nor does it project the Company’s results of operations or financial condition for any future period or date. The Company has prepared the unaudited pro forma financial information based on available information using certain assumptions that it believes are reasonable. As a result, the actual results reported by the Company in periods following the Ecommerce Wind-Down may differ materially from this unaudited pro forma financial information
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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104 |
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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.
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VROOM, INC. |
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Date: April 4, 2024 |
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By: |
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/s/ Robert R. Krakowiak |
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Robert R. Krakowiak |
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Chief Financial Officer |
Exhibit 99.1
VROOM, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
1. Overview
On January 22, 2024, Vroom Inc. ("Company") announced that its Board of Directors ("Board") had approved a Value Maximization Plan, pursuant to which the Company discontinued its ecommerce operations and wound down its used vehicle dealership business in order to preserve liquidity and enable the Company to maximize stakeholder value through its remaining businesses. On March 29, 2024, the Company substantially completed the wind-down of its ecommerce operations and used vehicle dealership business (the "Ecommerce Wind-Down"). The Company ceased transactions through vroom.com, completed transactions for customers who had previously contracted with the Company to purchase or sell a vehicle, halted purchases of additional vehicles, sold substantially all of its used vehicle inventory through wholesale channels, paid off its vehicle floorplan financing facility dated November 4, 2022 with Ally Bank and Ally Financial Inc. (the "2022 Vehicle Floorplan Facility") and substantially completed a reduction-in-force commensurate with the reduced operations.
The Company also owns and operates UACC, a leading automotive finance company that offers vehicle financing to its customers through third-party dealers under the UACC brand, and CarStory, an artificial intelligence-powered analytics and digital services platform for automotive retail. The UACC and CarStory businesses continue to serve their third-party customers, with their operations substantially unaffected by Vroom’s ecommerce and used vehicle business wind-down.
2. Basis of Presentation
The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2023 has been prepared to give effect to the Ecommerce Wind-Down as if it had occurred on December 31, 2023, and the following unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2023 and 2022, have been prepared to give effect to the Ecommerce Wind-Down as if it had occurred on January 1, 2022. There were no material transaction accounting adjustments to reflect in the pro forma financial statements.
The Ecommerce Wind-Down constitutes a "significant disposition, otherwise than in the ordinary course of business" for purposes of Item 2.01 of Form 8-K. The Company will begin applying discontinued operations treatment for the Ecommerce Wind-Down in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. Additionally, this unaudited pro forma financial information presents the Ecommerce Wind-Down as discontinued operations for all periods presented.
The unaudited pro forma condensed consolidated financial information for the Company was derived from, and should be read in conjunction with:
1
The unaudited pro forma condensed financial information has been adjusted to give effect to pro forma events that are directly attributable to the Ecommerce Wind-Down and factually supportable. The unaudited pro forma condensed financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses." The pro forma adjustments are described in the notes to the unaudited pro forma condensed financial information and are based upon available information and assumptions that the Company believes are reasonable.
The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent the Company’s actual financial condition or results of operations had the Ecommerce Wind-Down occurred on the dates indicated nor does it project the Company’s results of operations or financial condition for any future period or date. The Company has prepared the unaudited pro forma financial information based on available information using certain assumptions that it believes are reasonable. As a result, the actual results reported by the Company in periods following the Ecommerce Wind-Down may differ materially from this unaudited pro forma financial information
2
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(in thousands)
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As of December 31, 2023 |
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Historical |
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Adjustments |
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Notes |
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Pro Forma |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
135,585 |
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$ |
— |
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$ |
135,585 |
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Restricted cash (including restricted cash of consolidated VIEs of $49.1 million) |
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73,234 |
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— |
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73,234 |
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Accounts receivable, net of allowance |
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9,139 |
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(4,413 |
) |
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a |
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4,726 |
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Finance receivables at fair value (including finance receivables of consolidated VIEs of $11.8 million) |
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12,501 |
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— |
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12,501 |
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Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $457.2 million) |
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503,546 |
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— |
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503,546 |
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Inventory |
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163,250 |
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(163,250 |
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a |
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— |
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Beneficial interests in securitizations |
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4,485 |
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— |
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4,485 |
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Prepaid expenses and other current assets (including other current assets of consolidated VIEs of $25.2 million) |
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50,899 |
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(8,818 |
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a |
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42,081 |
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Total current assets |
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952,639 |
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(176,481 |
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776,158 |
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Finance receivables at fair value (including finance receivables of consolidated VIEs of $329.6 million) |
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336,169 |
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— |
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336,169 |
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Property and equipment, net |
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24,132 |
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(19,150 |
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a |
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4,982 |
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Intangible assets, net |
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131,892 |
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— |
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131,892 |
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Operating lease right-of-use assets |
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7,063 |
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— |
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7,063 |
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Other assets (including other assets of consolidated VIEs of $1.8 million) |
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23,527 |
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(897 |
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a |
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22,630 |
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Total assets |
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$ |
1,475,422 |
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$ |
(196,528 |
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$ |
1,278,894 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
26,762 |
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$ |
(10,577 |
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a |
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$ |
16,185 |
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Accrued expenses (including accrued expenses of consolidated VIEs of $4.0 million) |
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52,452 |
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(27,906 |
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a |
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24,546 |
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Vehicle floorplan |
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151,178 |
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(151,178 |
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a |
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— |
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Warehouse credit facilities of consolidated VIEs |
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421,268 |
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— |
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421,268 |
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Current portion of long-term debt (including current portion of securitization debt of consolidated VIEs at fair value of $163.5 million) |
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172,410 |
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— |
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172,410 |
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Deferred revenue |
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14,025 |
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(14,025 |
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a |
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— |
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Operating lease liabilities, current |
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8,737 |
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(6,105 |
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a |
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2,632 |
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Other current liabilities |
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9,974 |
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(7,266 |
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a |
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2,708 |
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Total current liabilities |
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856,806 |
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(217,057 |
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639,749 |
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Long-term debt, net of current portion (including securitization debt of consolidated VIEs of $150.6 million) |
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454,173 |
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— |
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454,173 |
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Operating lease liabilities, excluding current portion |
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25,183 |
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(17,356 |
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a |
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7,827 |
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Other long-term liabilities (including other long-term liabilities of consolidated VIEs of $10.4 million) |
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17,109 |
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— |
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17,109 |
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Total liabilities |
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1,353,271 |
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(234,413 |
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1,118,858 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2023; 1,791,286 shares issued and outstanding as of December 31, 2023 |
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2 |
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— |
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2 |
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Additional paid-in-capital |
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2,088,381 |
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— |
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2,088,381 |
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Accumulated deficit |
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(1,966,232 |
) |
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37,885 |
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b |
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(1,928,347 |
) |
Total stockholders’ equity |
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122,151 |
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|
37,885 |
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160,036 |
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Total liabilities and stockholders’ equity |
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$ |
1,475,422 |
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$ |
(196,528 |
) |
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$ |
1,278,894 |
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3
Unaudited Pro Forma Condensed Consolidated Statement of Operations
(in thousands, except per share amounts)
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Year ended December 31, 2023 |
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Historical |
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Adjustments |
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Notes |
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Pro Forma |
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Revenue: |
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Retail vehicle, net |
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$ |
565,972 |
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$ |
(565,972 |
) |
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c |
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$ |
— |
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Wholesale vehicle |
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104,119 |
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(104,119 |
) |
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c |
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— |
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Product, net |
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52,253 |
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(16,536 |
) |
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c |
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35,717 |
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Finance |
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156,938 |
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— |
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156,938 |
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Other |
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13,921 |
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(588 |
) |
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c |
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13,333 |
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Total revenue |
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893,203 |
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(687,215 |
) |
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205,988 |
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Cost of sales: |
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Retail vehicle |
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553,565 |
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(553,565 |
) |
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c |
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— |
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Wholesale vehicle |
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138,472 |
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(138,472 |
) |
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c |
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— |
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Product |
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3,337 |
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— |
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c |
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|
3,337 |
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Finance |
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31,328 |
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— |
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c |
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|
31,328 |
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Other |
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4,554 |
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— |
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c |
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|
4,554 |
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Total cost of sales |
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731,256 |
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(692,037 |
) |
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39,219 |
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Total gross profit |
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161,947 |
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4,822 |
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|
|
|
|
166,769 |
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Selling, general and administrative expenses |
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340,657 |
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|
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(197,307 |
) |
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d |
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143,350 |
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Depreciation and amortization |
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42,769 |
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(13,656 |
) |
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d |
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29,113 |
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Impairment charges |
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48,748 |
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(48,748 |
) |
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e |
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— |
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(Loss) income from operations |
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(270,227 |
) |
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|
264,533 |
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(5,694 |
) |
Gain on debt extinguishment |
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(37,878 |
) |
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— |
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(37,878 |
) |
Interest expense |
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45,445 |
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(19,556 |
) |
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f |
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|
25,889 |
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Interest income |
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(21,158 |
) |
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|
13,218 |
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f |
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(7,940 |
) |
Other loss, net |
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108,289 |
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— |
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|
108,289 |
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Loss before provision for income taxes |
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|
(364,925 |
) |
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|
270,871 |
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(94,054 |
) |
Provision for income taxes |
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|
615 |
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— |
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g |
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|
615 |
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Net loss |
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$ |
(365,540 |
) |
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$ |
270,871 |
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$ |
(94,669 |
) |
Net loss per share attributable to common stockholders, basic and diluted |
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$ |
(209.70 |
) |
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$ |
(54.31 |
) |
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Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted |
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|
1,743,128 |
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|
|
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|
|
|
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1,743,128 |
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4
Unaudited Pro Forma Condensed Consolidated Statement of Operations
(in thousands, except per share amounts)
|
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Year ended December 31, 2022 |
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Historical |
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Adjustments |
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Notes |
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Pro Forma |
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Revenue: |
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|
|
|
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Retail vehicle, net |
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$ |
1,425,842 |
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$ |
(1,425,842 |
) |
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c |
|
$ |
— |
|
Wholesale vehicle |
|
|
293,528 |
|
|
|
(293,528 |
) |
|
c |
|
|
— |
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Product, net |
|
|
62,747 |
|
|
|
(54,061 |
) |
|
c |
|
|
8,686 |
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Finance |
|
|
152,542 |
|
|
|
— |
|
|
|
|
|
152,542 |
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Other |
|
|
14,242 |
|
|
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(839 |
) |
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c |
|
|
13,403 |
|
Total revenue |
|
|
1,948,901 |
|
|
|
(1,774,270 |
) |
|
|
|
|
174,631 |
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Cost of sales: |
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|
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Retail vehicle |
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1,382,005 |
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|
(1,382,005 |
) |
|
c |
|
|
— |
|
Wholesale vehicle |
|
|
304,148 |
|
|
|
(304,148 |
) |
|
c |
|
|
— |
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Finance |
|
|
14,161 |
|
|
|
— |
|
|
c |
|
|
14,161 |
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Other |
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|
3,800 |
|
|
|
(187 |
) |
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c |
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|
3,613 |
|
Total cost of sales |
|
|
1,704,114 |
|
|
|
(1,686,340 |
) |
|
|
|
|
17,774 |
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Total gross profit |
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|
244,787 |
|
|
|
(87,930 |
) |
|
|
|
|
156,857 |
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Selling, general and administrative expenses |
|
|
566,387 |
|
|
|
(421,029 |
) |
|
d |
|
|
145,358 |
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Depreciation and amortization |
|
|
38,290 |
|
|
|
(11,220 |
) |
|
d |
|
|
27,070 |
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Impairment charges |
|
|
211,873 |
|
|
|
(211,873 |
) |
|
e |
|
|
— |
|
(Loss) income from operations |
|
|
(571,763 |
) |
|
|
556,192 |
|
|
|
|
|
(15,571 |
) |
Gain on debt extinguishment |
|
|
(164,684 |
) |
|
|
— |
|
|
|
|
|
(164,684 |
) |
Interest expense |
|
|
40,693 |
|
|
|
(26,831 |
) |
|
f |
|
|
13,862 |
|
Interest income |
|
|
(19,363 |
) |
|
|
15,934 |
|
|
f |
|
|
(3,429 |
) |
Other loss, net |
|
|
43,181 |
|
|
|
— |
|
|
|
|
|
43,181 |
|
(Loss) income before benefit for income taxes |
|
|
(471,590 |
) |
|
|
567,089 |
|
|
|
|
|
95,499 |
|
Benefit for income taxes |
|
|
(19,680 |
) |
|
|
— |
|
|
g |
|
|
(19,680 |
) |
Net (loss) income |
|
$ |
(451,910 |
) |
|
$ |
567,089 |
|
|
|
|
$ |
115,179 |
|
Net (loss) income per share attributable to common stockholders, basic and diluted |
|
$ |
(262.15 |
) |
|
|
|
|
|
|
$ |
66.82 |
|
|
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders, basic and diluted |
|
$ |
1,723,843.00 |
|
|
|
|
|
|
|
$ |
1,723,843.00 |
|
|
5
3. Adjustments
The following pro forma adjustments were made in the “Adjustments” column of the unaudited consolidated pro forma financial information:
6