Vroom (NASDAQ: VRM) narrows 2025 loss and issues 2026 outlook
Vroom, Inc. reported significantly improved 2025 results after emerging from a prepackaged Chapter 11 process and applying fresh-start accounting. For the Non-GAAP combined year, net loss from continuing operations was about $9 million, while adjusted net loss narrowed to $49.2 million, a $66 million year-over-year improvement.
Stockholders’ equity was $116.6 million as of December 31, 2025, with tangible book value of $104.2 million. Total available liquidity was $48.7 million, including $10.4 million of cash and cash equivalents, $11.3 million of warehouse credit facility availability and $27.0 million from a delayed draw facility.
Vroom highlighted its UACC and CarStory businesses and noted $481 million of indirect loan origination in 2025. For 2026, it projects indirect origination volume of $475–$515 million and an adjusted net loss between $(20) million and $(25) million, indicating a path toward further loss reduction but not yet profitability.
Positive
- None.
Negative
- None.
Insights
Vroom sharply narrows losses post‑restructuring but still runs at a loss with tight liquidity.
Vroom’s Non-GAAP combined 2025 net loss from continuing operations of about $9M and adjusted net loss of $49.2M show substantial progress versus 2024, helped by lower expenses and fresh-start accounting after its January 2025 emergence from Chapter 11.
Stockholders’ equity reached $116.6M with tangible book value of $104.2M, but total available liquidity of $48.7M (including $10.4M cash) leaves limited cushion relative to an $808.6M finance receivables portfolio. Warehouse and securitization funding remain critical to operations.
Guidance for 2026 — indirect originations of $475–$515M and adjusted net loss of $(20)–$(25)M — implies further but incomplete progress toward breakeven. Actual performance will depend on credit outcomes at UACC, funding markets for securitizations, and continued cost discipline.
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, 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 |
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 March 26, 2026, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. 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 26, 2026, the Company posted a corporate slide presentation with financial results for the quarter and year ended December 31, 2025 on its investor relations website, https://ir.vroom.com/news-events/events-and-presentations. The presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and 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. |
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Description |
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99.1 |
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Press Release dated March 26, 2026. |
99.2 |
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Earnings Presentation for the Quarter and Year Ended December 31, 2025. |
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: March 26, 2026 |
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By: |
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/s/ Tom Shortt |
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Tom Shortt |
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Chief Executive Officer |
Exhibit 99.1
Vroom Announces Fourth Quarter and Full Year 2025 Results
$116.6 million stockholders' equity as of December 31, 2025
NEW YORK – March 26, 2026 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the fourth quarter and fiscal year ended December 31, 2025.
HIGHLIGHTS OF FOURTH QUARTER AND FULL YEAR 2025
(1)
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Tangible book value is a non-GAAP measure and represents total stockholders' equity of $116.6 million, excluding intangible assets of $12.4 million as of December 31, 2025. |
(2) |
Adjusted net income (loss) is a non-GAAP measure. For definitions and a reconciliation to the most comparable GAAP measure, please see Non-GAAP Financial Measures section below. |
(3) |
Total available liquidity is a non-GAAP measure and represents $10.4 million of unrestricted cash and cash equivalents, as well as $11.3 million of availability from warehouse credit facilities and $27.0 million of availability from delayed draw facility. |
Tom Shortt, Chief Executive Officer of Vroom, said, “For full year 2025, our adjusted net loss improved 57% from $115 million to $49 million, a $66 million improvement year over year, driven by our continued focus on our Long-Term Strategic Plan. During 2025, we continued to make tech investments to enhance our dealer and accountholder experiences as well as improve our credit-scoring model.”
Fresh Start Accounting
As a result of emerging from a voluntary proceeding (the “Prepackaged Chapter 11 Case”) under Chapter 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended from time to time, on January 14, 2025, (the "Effective Date") and qualifying for the application of fresh-start accounting, at the Effective Date, Vroom’s assets and liabilities were recorded at their estimated fair values which, in some cases, are significantly different than amounts included in our financial statements prior to the Effective Date. Accordingly, our consolidated financial statements after the Effective Date are not comparable with our consolidated financial statements on or before that date. References to “Successor” relate to our financial position and results of operations after the Effective Date. References to “Predecessor” refer to our financial position and results of operations on or before the Effective Date.
The combined results (referenced as “Non-GAAP Combined” or “Combined”) for the year ended December 31, 2025, represent the sum of the reported amounts for the Predecessor period from January 1, 2025, through January 14, 2025, and the Successor period from January 15, 2025, through December 31, 2025. These combined results are not considered to be prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and have not
been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from the Prepackaged Chapter 11 Case and are not necessarily indicative of future results. Accordingly, the results for the combined year ended December 31, 2025, (prepared on a Non-GAAP basis) and year ended December 31, 2024, (prepared on a GAAP basis) may not be comparable, particularly for statement of operations line items significantly impacted by the reorganization transactions and the impact of fresh start accounting.
2
FOURTH QUARTER AND FULL YEAR 2025 FINANCIAL DISCUSSION
All financial comparisons are on a year-over-year basis unless otherwise noted. The following financial information is unaudited.
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Successor |
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Predecessor |
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Three Months Ended December 31, |
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Three Months Ended December 31, |
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2025 |
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2024 |
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$ Change |
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(in thousands) |
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Interest income |
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$ |
43,916 |
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$ |
48,681 |
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$ |
(4,765 |
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Interest expense: |
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Warehouse credit facility |
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5,163 |
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6,568 |
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(1,405 |
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Securitization debt |
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7,764 |
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8,124 |
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(360 |
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Total interest expense |
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12,927 |
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14,692 |
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(1,765 |
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Net interest income |
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30,989 |
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33,989 |
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(3,000 |
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Realized and unrealized losses, net of recoveries |
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23,457 |
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31,974 |
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(8,517 |
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Net interest income after losses and recoveries |
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7,532 |
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2,015 |
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5,517 |
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Noninterest income: |
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Servicing income |
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1,089 |
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1,400 |
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(311 |
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Warranties and GAP income (loss), net |
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3,590 |
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1,737 |
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1,853 |
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CarStory revenue |
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1,329 |
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2,828 |
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(1,499 |
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Other income |
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1,905 |
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2,506 |
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(601 |
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Total noninterest income |
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7,913 |
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8,471 |
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(558 |
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Expenses: |
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Compensation and benefits |
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16,777 |
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20,642 |
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(3,865 |
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Professional fees |
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2,973 |
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5,617 |
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(2,644 |
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Software and IT costs |
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2,985 |
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3,065 |
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(80 |
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Depreciation and amortization |
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1,035 |
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7,123 |
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(6,088 |
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Interest expense on corporate debt |
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913 |
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1,285 |
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(372 |
) |
Impairment charges |
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— |
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— |
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— |
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Other expenses |
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2,342 |
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3,443 |
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(1,101 |
) |
Total expenses |
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27,025 |
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41,175 |
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(14,150 |
) |
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Loss from continuing operations before reorganization items and provision for income taxes |
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(11,580 |
) |
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(30,689 |
) |
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19,109 |
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Reorganization items, net |
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— |
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(5,564 |
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5,564 |
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Income (loss) from continuing operations before provision for income taxes |
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(11,580 |
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(36,253 |
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24,673 |
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Provision (benefit) for income taxes from continuing operations |
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(59 |
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463 |
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(522 |
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Net loss from continuing operations |
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$ |
(11,521 |
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$ |
(36,716 |
) |
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$ |
25,195 |
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Net income (loss) from discontinued operations |
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$ |
118 |
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$ |
140 |
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$ |
(22 |
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Net loss |
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$ |
(11,403 |
) |
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$ |
(36,576 |
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$ |
25,173 |
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3
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Successor |
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Predecessor |
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Non-GAAP Combined |
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Predecessor |
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Period from January 15 through December 31, |
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Period from January 1 through January 14, |
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Year Ended |
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Year Ended |
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Non-GAAP |
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2025 |
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2025 |
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2025 |
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2024 |
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$ Change |
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(in thousands) |
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Interest income |
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$ |
171,650 |
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$ |
7,183 |
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$ |
178,833 |
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$ |
201,833 |
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$ |
(23,000 |
) |
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Interest expense: |
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Warehouse credit facility |
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17,584 |
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1,017 |
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18,601 |
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29,276 |
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(10,675 |
) |
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Securitization debt |
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32,966 |
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1,178 |
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34,144 |
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|
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30,084 |
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|
|
4,060 |
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Total interest expense |
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|
50,550 |
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|
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2,195 |
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|
|
52,745 |
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|
59,360 |
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|
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(6,615 |
) |
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Net interest income |
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|
121,100 |
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|
|
4,988 |
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|
|
126,088 |
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|
142,473 |
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|
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(16,385 |
) |
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Realized and unrealized losses, net of recoveries |
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97,259 |
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6,792 |
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|
104,051 |
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|
|
119,868 |
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|
|
(15,817 |
) |
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Net interest income after losses and recoveries |
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|
23,841 |
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|
|
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(1,804 |
) |
|
|
22,037 |
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|
|
22,605 |
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(568 |
) |
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|||||
Noninterest income: |
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|
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|||||
Servicing income |
|
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4,690 |
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|
192 |
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|
|
4,882 |
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|
|
6,501 |
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(1,619 |
) |
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Warranties and GAP income (loss), net |
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|
14,466 |
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|
307 |
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14,773 |
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(2,610 |
) |
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17,383 |
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CarStory revenue |
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6,914 |
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432 |
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|
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7,346 |
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|
11,610 |
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(4,264 |
) |
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Other income |
|
|
10,377 |
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|
113 |
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10,490 |
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|
|
10,850 |
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|
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(360 |
) |
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Total noninterest income |
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|
36,447 |
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|
|
|
1,044 |
|
|
|
37,491 |
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|
|
26,351 |
|
|
|
11,140 |
|
|
|
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|||||
Expenses: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Compensation and benefits |
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|
70,222 |
|
|
|
|
2,823 |
|
|
|
73,045 |
|
|
|
97,293 |
|
|
|
(24,248 |
) |
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Professional fees |
|
|
11,871 |
|
|
|
|
297 |
|
|
|
12,168 |
|
|
|
12,035 |
|
|
|
133 |
|
|
Software and IT costs |
|
|
11,869 |
|
|
|
|
457 |
|
|
|
12,326 |
|
|
|
15,083 |
|
|
|
(2,757 |
) |
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Depreciation and amortization |
|
|
3,350 |
|
|
|
|
1,057 |
|
|
|
4,407 |
|
|
|
29,086 |
|
|
|
(24,679 |
) |
|
Interest expense on corporate debt |
|
|
2,797 |
|
|
|
|
176 |
|
|
|
2,973 |
|
|
|
5,826 |
|
|
|
(2,853 |
) |
|
Impairment charges |
|
|
4,156 |
|
|
|
|
— |
|
|
|
4,156 |
|
|
|
5,159 |
|
|
|
(1,003 |
) |
|
Other expenses |
|
|
9,775 |
|
|
|
|
371 |
|
|
|
10,146 |
|
|
|
16,294 |
|
|
|
(6,148 |
) |
|
Total expenses |
|
|
114,040 |
|
|
|
|
5,181 |
|
|
|
119,221 |
|
|
|
180,776 |
|
|
|
(61,555 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Loss from continuing operations before reorganization items and provision for income taxes |
|
|
(53,752 |
) |
|
|
|
(5,941 |
) |
|
|
(59,693 |
) |
|
|
(131,820 |
) |
|
|
72,127 |
|
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Reorganization items, net |
|
|
— |
|
|
|
|
51,036 |
|
|
|
51,036 |
|
|
|
(5,564 |
) |
|
|
56,600 |
|
|
Income (loss) from continuing operations before provision for income taxes |
|
|
(53,752 |
) |
|
|
|
45,095 |
|
|
|
(8,657 |
) |
|
|
(137,384 |
) |
|
|
128,727 |
|
|
Provision for income taxes from continuing operations |
|
|
294 |
|
|
|
|
5 |
|
|
|
299 |
|
|
|
856 |
|
|
|
(557 |
) |
|
Net income (loss) from continuing operations |
|
$ |
(54,046 |
) |
|
|
$ |
45,090 |
|
|
$ |
(8,956 |
) |
|
$ |
(138,240 |
) |
|
$ |
129,284 |
|
|
Net income (loss) from discontinued operations |
|
$ |
996 |
|
|
|
$ |
(4 |
) |
|
$ |
992 |
|
|
$ |
(26,884 |
) |
|
$ |
27,876 |
|
|
Net income (loss) |
|
$ |
(53,050 |
) |
|
|
$ |
45,086 |
|
|
$ |
(7,964 |
) |
|
$ |
(165,124 |
) |
|
$ |
157,160 |
|
|
4
Results by Segment
UACC
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Successor |
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Predecessor |
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Three Months Ended December 31, |
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Three Months Ended December 31, |
|
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||||
|
2025 |
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|
2024 |
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Change |
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% Change |
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|
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|
(in thousands) |
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|
|
|
|
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|
||||
Interest income |
$ |
43,916 |
|
|
|
|
|
$ |
49,230 |
|
|
$ |
(5,314 |
) |
|
|
(10.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warehouse credit facility |
|
5,163 |
|
|
|
|
|
|
6,568 |
|
|
|
(1,405 |
) |
|
|
(21.4 |
)% |
Securitization debt |
|
7,764 |
|
|
|
|
|
|
8,124 |
|
|
|
(360 |
) |
|
|
(4.4 |
)% |
Total interest expense |
|
12,927 |
|
|
|
|
|
|
14,692 |
|
|
|
(1,765 |
) |
|
|
(12.0 |
)% |
Net interest income |
|
30,989 |
|
|
|
|
|
|
34,538 |
|
|
|
(3,549 |
) |
|
|
(10.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Realized and unrealized losses, net of recoveries |
|
23,418 |
|
|
|
|
|
|
21,169 |
|
|
|
2,249 |
|
|
|
10.6 |
% |
Net interest income after losses and recoveries |
|
7,571 |
|
|
|
|
|
|
13,369 |
|
|
|
(5,798 |
) |
|
|
(43.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Servicing income |
|
1,089 |
|
|
|
|
|
|
1,400 |
|
|
|
(311 |
) |
|
|
(22.2 |
)% |
Warranties and GAP income, net |
|
2,971 |
|
|
|
|
|
|
2,465 |
|
|
|
506 |
|
|
|
20.5 |
% |
Other income |
|
1,770 |
|
|
|
|
|
|
2,068 |
|
|
|
(298 |
) |
|
|
(14.4 |
)% |
Total noninterest income |
|
5,830 |
|
|
|
|
|
|
5,933 |
|
|
|
(103 |
) |
|
|
(1.7 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
14,485 |
|
|
|
|
|
|
17,230 |
|
|
|
(2,745 |
) |
|
|
(15.9 |
)% |
Professional fees |
|
1,832 |
|
|
|
|
|
|
1,180 |
|
|
|
652 |
|
|
|
55.3 |
% |
Software and IT costs |
|
2,683 |
|
|
|
|
|
|
2,349 |
|
|
|
334 |
|
|
|
14.2 |
% |
Depreciation and amortization |
|
928 |
|
|
|
|
|
|
5,527 |
|
|
|
(4,599 |
) |
|
|
(83.2 |
)% |
Interest expense on corporate debt |
|
601 |
|
|
|
|
|
|
615 |
|
|
|
(14 |
) |
|
|
(2.3 |
)% |
Impairment charges |
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
Other expenses |
|
1,766 |
|
|
|
|
|
|
1,887 |
|
|
|
(121 |
) |
|
|
(6.4 |
)% |
Total expenses |
|
22,295 |
|
|
|
|
|
|
28,788 |
|
|
|
(6,493 |
) |
|
|
(22.6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit for income taxes from continuing operations |
|
— |
|
|
|
|
|
|
431 |
|
|
|
(431 |
) |
|
|
(100.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted net loss |
$ |
(7,818 |
) |
|
|
|
|
$ |
(8,795 |
) |
|
$ |
977 |
|
|
|
11.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock compensation expense |
$ |
1,076 |
|
|
|
|
|
$ |
835 |
|
|
$ |
241 |
|
|
|
28.9 |
% |
Severance |
$ |
— |
|
|
|
|
|
$ |
287 |
|
|
$ |
(287 |
) |
|
|
(100.0 |
)% |
5
|
Successor |
|
|
|
|
|
Predecessor |
|
|
Non-GAAP Combined |
|
|
Predecessor |
|
|
Non-GAAP |
|
|
Non-GAAP |
|
||||||
|
Period from January 15 through December 31, |
|
|
|
|
|
Period from January 1 through January 14, |
|
|
Year Ended |
|
|
Year Ended |
|
|
|
|
|
|
|
||||||
|
2025 |
|
|
|
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
% Change |
|
||||||
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income |
$ |
171,650 |
|
|
|
|
|
$ |
7,254 |
|
|
$ |
178,904 |
|
|
$ |
203,962 |
|
|
$ |
(25,058 |
) |
|
|
(12.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warehouse credit facility |
|
17,584 |
|
|
|
|
|
|
1,017 |
|
|
|
18,601 |
|
|
|
29,276 |
|
|
|
(10,675 |
) |
|
|
(36.5 |
)% |
Securitization debt |
|
32,966 |
|
|
|
|
|
|
1,178 |
|
|
|
34,144 |
|
|
|
30,084 |
|
|
|
4,060 |
|
|
|
13.5 |
% |
Total interest expense |
|
50,550 |
|
|
|
|
|
|
2,195 |
|
|
|
52,745 |
|
|
|
59,360 |
|
|
|
(6,615 |
) |
|
|
(11.1 |
)% |
Net interest income |
|
121,100 |
|
|
|
|
|
|
5,059 |
|
|
|
126,159 |
|
|
|
144,602 |
|
|
|
(18,443 |
) |
|
|
(12.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Realized and unrealized losses, net of recoveries |
|
96,874 |
|
|
|
|
|
|
7,647 |
|
|
|
104,521 |
|
|
|
98,629 |
|
|
|
5,892 |
|
|
|
6.0 |
% |
Net interest income (loss) after losses and recoveries |
|
24,226 |
|
|
|
|
|
|
(2,588 |
) |
|
|
21,638 |
|
|
|
45,973 |
|
|
|
(24,335 |
) |
|
|
(52.9 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Servicing income |
|
4,690 |
|
|
|
|
|
|
192 |
|
|
|
4,882 |
|
|
|
6,501 |
|
|
|
(1,619 |
) |
|
|
(24.9 |
)% |
Warranties and GAP income, net |
|
13,070 |
|
|
|
|
|
|
390 |
|
|
|
13,460 |
|
|
|
7,789 |
|
|
|
5,671 |
|
|
|
72.8 |
% |
Other income |
|
7,866 |
|
|
|
|
|
|
66 |
|
|
|
7,932 |
|
|
|
8,334 |
|
|
|
(402 |
) |
|
|
(4.8 |
)% |
Total noninterest income |
|
25,626 |
|
|
|
|
|
|
648 |
|
|
|
26,274 |
|
|
|
22,624 |
|
|
|
3,650 |
|
|
|
16.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Compensation and benefits |
|
59,694 |
|
|
|
|
|
|
2,398 |
|
|
|
62,092 |
|
|
|
76,374 |
|
|
|
(14,282 |
) |
|
|
(18.7 |
)% |
Professional fees |
|
7,160 |
|
|
|
|
|
|
172 |
|
|
|
7,332 |
|
|
|
3,506 |
|
|
|
3,826 |
|
|
|
109.1 |
% |
Software and IT costs |
|
9,959 |
|
|
|
|
|
|
367 |
|
|
|
10,326 |
|
|
|
10,397 |
|
|
|
(71 |
) |
|
|
(0.7 |
)% |
Depreciation and amortization |
|
2,922 |
|
|
|
|
|
|
817 |
|
|
|
3,739 |
|
|
|
22,683 |
|
|
|
(18,944 |
) |
|
|
(83.5 |
)% |
Interest expense on corporate debt |
|
2,443 |
|
|
|
|
|
|
85 |
|
|
|
2,528 |
|
|
|
2,396 |
|
|
|
132 |
|
|
|
5.5 |
% |
Impairment charges |
|
3,479 |
|
|
|
|
|
|
— |
|
|
|
3,479 |
|
|
|
5,159 |
|
|
|
(1,680 |
) |
|
|
(32.6 |
)% |
Other expenses |
|
7,324 |
|
|
|
|
|
|
262 |
|
|
|
7,586 |
|
|
|
9,457 |
|
|
|
(1,871 |
) |
|
|
(19.8 |
)% |
Total expenses |
|
92,981 |
|
|
|
|
|
|
4,101 |
|
|
|
97,082 |
|
|
|
129,972 |
|
|
|
(32,890 |
) |
|
|
(25.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Provision for income taxes from continuing operations |
|
39 |
|
|
|
|
|
|
— |
|
|
|
39 |
|
|
|
733 |
|
|
|
(694 |
) |
|
|
(94.7 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted net loss |
$ |
(36,065 |
) |
|
|
|
|
$ |
(5,910 |
) |
|
$ |
(41,975 |
) |
|
$ |
(53,447 |
) |
|
$ |
11,472 |
|
|
|
21.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock compensation expense |
$ |
3,597 |
|
|
|
|
|
$ |
127 |
|
|
$ |
3,723 |
|
|
$ |
2,702 |
|
|
$ |
1,021 |
|
|
|
37.8 |
% |
Severance |
$ |
28 |
|
|
|
|
|
$ |
4 |
|
|
$ |
31 |
|
|
$ |
800 |
|
|
$ |
(769 |
) |
|
|
(96.1 |
)% |
6
CarStory
|
Successor |
|
|
|
|
|
Predecessor |
|
|
|
|
|
|
|
||||
|
Three Months Ended December 31, |
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
|
|
|
|
||||
|
2025 |
|
|
|
|
|
2024 |
|
|
Change |
|
|
% Change |
|
||||
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|||||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CarStory revenue |
$ |
1,329 |
|
|
|
|
|
$ |
2,828 |
|
|
$ |
(1,499 |
) |
|
|
(53.0 |
)% |
Other income |
|
78 |
|
|
|
|
|
|
130 |
|
|
|
(52 |
) |
|
|
(40.0 |
)% |
Total noninterest income |
|
1,407 |
|
|
|
|
|
|
2,958 |
|
|
|
(1,551 |
) |
|
|
(52.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
1,432 |
|
|
|
|
|
|
2,491 |
|
|
|
(1,059 |
) |
|
|
(42.5 |
)% |
Professional fees |
|
(123 |
) |
|
|
|
|
|
62 |
|
|
|
(185 |
) |
|
|
(298.4 |
)% |
Software and IT costs |
|
1 |
|
|
|
|
|
|
10 |
|
|
|
(9 |
) |
|
|
(90.0 |
)% |
Depreciation and amortization |
|
107 |
|
|
|
|
|
|
1,596 |
|
|
|
(1,489 |
) |
|
|
(93.3 |
)% |
Other expenses |
|
75 |
|
|
|
|
|
|
114 |
|
|
|
(39 |
) |
|
|
(34.2 |
)% |
Total expenses |
|
1,492 |
|
|
|
|
|
|
4,273 |
|
|
|
(2,781 |
) |
|
|
(65.1 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes from continuing operations |
|
11 |
|
|
|
|
|
|
32 |
|
|
|
(21 |
) |
|
|
(65.6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted net income (loss) |
$ |
(53 |
) |
|
|
|
|
$ |
(1,306 |
) |
|
$ |
1,253 |
|
|
|
95.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock compensation expense |
$ |
43 |
|
|
|
|
|
$ |
41 |
|
|
$ |
2 |
|
|
|
5.0 |
% |
|
Successor |
|
|
|
|
|
Predecessor |
|
|
Non-GAAP Combined |
|
|
Predecessor |
|
|
Non-GAAP |
|
|
Non-GAAP |
|
||||||
|
Period from January 15 through December 31, |
|
|
|
|
|
Period from January 1 through January 14, |
|
|
Year Ended |
|
|
Year Ended |
|
|
|
|
|
|
|
||||||
|
2025 |
|
|
|
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
% Change |
|
||||||
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|||||||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CarStory revenue |
$ |
6,914 |
|
|
|
|
|
$ |
432 |
|
|
$ |
7,346 |
|
|
$ |
11,610 |
|
|
$ |
(4,264 |
) |
|
|
(36.7 |
)% |
Other income |
|
210 |
|
|
|
|
|
|
13 |
|
|
|
223 |
|
|
|
692 |
|
|
|
(469 |
) |
|
|
(67.8 |
)% |
Total noninterest income |
|
7,124 |
|
|
|
|
|
|
445 |
|
|
|
7,569 |
|
|
|
12,302 |
|
|
|
(4,733 |
) |
|
|
(38.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Compensation and benefits |
|
5,751 |
|
|
|
|
|
|
326 |
|
|
|
6,077 |
|
|
|
10,293 |
|
|
|
(4,216 |
) |
|
|
(41.0 |
)% |
Professional fees |
|
(298 |
) |
|
|
|
|
|
13 |
|
|
|
(285 |
) |
|
|
152 |
|
|
|
(437 |
) |
|
|
(287.5 |
)% |
Software and IT costs |
|
- |
|
|
|
|
|
|
2 |
|
|
|
2 |
|
|
|
215 |
|
|
|
(213 |
) |
|
|
(99.1 |
)% |
Depreciation and amortization |
|
428 |
|
|
|
|
|
|
240 |
|
|
|
668 |
|
|
|
6,403 |
|
|
|
(5,735 |
) |
|
|
(89.6 |
)% |
Other expenses |
|
449 |
|
|
|
|
|
|
20 |
|
|
|
469 |
|
|
|
414 |
|
|
|
55 |
|
|
|
13.3 |
% |
Total expenses |
|
6,330 |
|
|
|
|
|
|
601 |
|
|
|
6,931 |
|
|
|
17,477 |
|
|
|
(10,546 |
) |
|
|
(60.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Provision for income taxes from continuing operations |
|
84 |
|
|
|
|
|
|
5 |
|
|
|
89 |
|
|
|
123 |
|
|
|
(34 |
) |
|
|
(27.6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted net income (loss) |
$ |
837 |
|
|
|
|
|
$ |
(153 |
) |
|
$ |
684 |
|
|
$ |
(4,923 |
) |
|
$ |
5,607 |
|
|
|
113.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock compensation expense |
$ |
124 |
|
|
|
|
|
$ |
8 |
|
|
$ |
132 |
|
|
$ |
375 |
|
|
$ |
(244 |
) |
|
|
(64.9 |
)% |
7
Corporate
|
Successor |
|
|
|
|
|
Predecessor |
|
|
|
|
|
|
|
||||
|
Three Months Ended December 31, |
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
|
|
|
|
||||
|
2025 |
|
|
|
|
|
2024 |
|
|
Change |
|
|
% Change |
|
||||
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|||||||
Interest expense |
$ |
— |
|
|
|
|
|
$ |
(549 |
) |
|
$ |
549 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Realized and unrealized losses, net of recoveries |
|
39 |
|
|
|
|
|
|
10,805 |
|
|
|
(10,766 |
) |
|
|
(99.6 |
)% |
Net interest loss after losses and recoveries |
|
(39 |
) |
|
|
|
|
|
(11,354 |
) |
|
|
11,315 |
|
|
|
99.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warranties and GAP income, net |
|
619 |
|
|
|
|
|
|
(728 |
) |
|
|
1,347 |
|
|
|
185.0 |
% |
Other income |
|
57 |
|
|
|
|
|
|
308 |
|
|
|
(251 |
) |
|
|
(81.5 |
)% |
Total noninterest income |
|
676 |
|
|
|
|
|
|
(420 |
) |
|
|
1,096 |
|
|
|
261.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
860 |
|
|
|
|
|
|
921 |
|
|
|
(61 |
) |
|
|
(6.6 |
)% |
Professional fees |
|
1,264 |
|
|
|
|
|
|
4,375 |
|
|
|
(3,111 |
) |
|
|
(71.1 |
)% |
Software and IT costs |
|
301 |
|
|
|
|
|
|
706 |
|
|
|
(405 |
) |
|
|
(57.4 |
)% |
Interest expense on corporate debt |
|
312 |
|
|
|
|
|
|
670 |
|
|
|
(358 |
) |
|
|
(53.4 |
)% |
Other expenses |
|
501 |
|
|
|
|
|
|
1,442 |
|
|
|
(941 |
) |
|
|
(65.3 |
)% |
Total expenses |
|
3,238 |
|
|
|
|
|
|
8,114 |
|
|
|
(4,876 |
) |
|
|
(60.1 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes from continuing operations |
|
(71 |
) |
|
|
|
|
|
— |
|
|
|
(71 |
) |
|
|
100.0 |
% |
|
Successor |
|
|
|
|
|
Predecessor |
|
|
Non-GAAP Combined |
|
|
Predecessor |
|
|
Non-GAAP |
|
|
Non-GAAP |
|
||||||
|
Period from January 15 through December 31, |
|
|
|
|
|
Period from January 1 through January 14, |
|
|
Year Ended |
|
|
Year Ended |
|
|
|
|
|
|
|
||||||
|
2025 |
|
|
|
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
% Change |
|
||||||
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income (expense) |
$ |
— |
|
|
|
|
|
$ |
(71 |
) |
|
$ |
(71 |
) |
|
$ |
(2,129 |
) |
|
$ |
2,058 |
|
|
|
96.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Realized and unrealized losses (gains), net of recoveries |
|
385 |
|
|
|
|
|
|
(855 |
) |
|
|
(470 |
) |
|
|
21,239 |
|
|
|
(21,709 |
) |
|
|
(102.2 |
)% |
Net interest income after losses and recoveries |
|
(385 |
) |
|
|
|
|
|
784 |
|
|
|
399 |
|
|
|
(23,368 |
) |
|
|
23,767 |
|
|
|
101.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Noninterest (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warranties and GAP income (loss), net |
|
1,396 |
|
|
|
|
|
|
(83 |
) |
|
|
1,313 |
|
|
|
(10,399 |
) |
|
|
11,712 |
|
|
|
112.6 |
% |
Other income |
|
2,301 |
|
|
|
|
|
|
34 |
|
|
|
2,335 |
|
|
|
1,824 |
|
|
|
511 |
|
|
|
28.0 |
% |
Total noninterest (loss) income |
|
3,697 |
|
|
|
|
|
|
(49 |
) |
|
|
3,648 |
|
|
|
(8,575 |
) |
|
|
12,223 |
|
|
|
142.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Compensation and benefits |
|
4,777 |
|
|
|
|
|
|
99 |
|
|
|
4,876 |
|
|
|
10,626 |
|
|
|
(5,750 |
) |
|
|
(54.1 |
)% |
Professional fees |
|
5,009 |
|
|
|
|
|
|
112 |
|
|
|
5,121 |
|
|
|
8,377 |
|
|
|
(3,256 |
) |
|
|
(38.9 |
)% |
Software and IT costs |
|
1,910 |
|
|
|
|
|
|
88 |
|
|
|
1,998 |
|
|
|
4,471 |
|
|
|
(2,473 |
) |
|
|
(55.3 |
)% |
Interest expense on corporate debt |
|
354 |
|
|
|
|
|
|
91 |
|
|
|
445 |
|
|
|
3,430 |
|
|
|
(2,985 |
) |
|
|
(87.0 |
)% |
Impairment expense |
|
677 |
|
|
|
|
|
|
— |
|
|
|
677 |
|
|
|
— |
|
|
|
677 |
|
|
|
100.0 |
% |
Other expenses |
|
2,002 |
|
|
|
|
|
|
89 |
|
|
|
2,091 |
|
|
|
6,422 |
|
|
|
(4,331 |
) |
|
|
(67.4 |
)% |
Total expenses |
|
14,729 |
|
|
|
|
|
|
479 |
|
|
|
15,208 |
|
|
|
33,326 |
|
|
|
(18,118 |
) |
|
|
(54.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Provision for income taxes from continuing operations |
|
170 |
|
|
|
|
|
|
— |
|
|
|
170 |
|
|
|
— |
|
|
|
170 |
|
|
|
100.0 |
% |
8
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance: Adjusted net income (loss), total available liquidity, and tangible book value.
Adjusted net income (loss) is a supplemental performance measure that our management uses to assess our operating performance and the operating leverage in our business. Because Adjusted net income (loss) facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes.
Tangible book value is calculated as stockholders' equity in accordance with GAAP, after subtracting intangible assets. A reconciliation of stockholders' equity to tangible book value is included above.
Total available liquidity represents unrestricted cash and cash equivalents, availability from warehouse credit facilities and available liquidity from delayed draw facility. A reconciliation of unrestricted cash and cash equivalents to total available liquidity is included above.
These non-GAAP measures have limitations as analytical tools because they do not reflect all of the amounts associated with our results of operations or liquidity as determined in accordance with GAAP. Additionally, they may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for those comparative purposes. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with GAAP. The presentation of these non-GAAP financial measures are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. We have reconciled these non-GAAP financial measures with the most directly comparable GAAP financial measures elsewhere herein.
9
Non-GAAP Combined Year Ended December 31, 2025
Our financial results for the periods from January 1, 2025 through January 14, 2025 and the year ended December 31, 2024 are referred to as those of the “Predecessor” periods. Our financial results for the periods from January 15, 2025 through December 31, 2025 and the three months ended December 31, 2025 are referred to as those of the “Successor” periods. Our results of operations as reported in our Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report our results for the period from January 1, 2025 through January 14, 2025 and the period from January 15, 2025 through December 31, 2025, separately, management views our operating results for the year ended December 31, 2025 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods. We believe we cannot adequately benchmark the operating results of the period from January 15, 2025 through December 31, 2025 against any of the previous periods reported in our Consolidated Financial Statements without combining it with the period from January 1, 2025 through January 14, 2025 and we do not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding our overall operating performance. Management believes that the key performance metrics for the Successor period when combined with the Predecessor period provide more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting our results of operations as reported in our Consolidated Financial Statements in accordance with GAAP, the tables and discussion below also present the combined results for the year ended December 31, 2025. The combined results for the year ended December 31, 2025 represent the sum of the reported amounts for the Predecessor period from January 1, 2025 through January 14, 2025 and the Successor period from January 15, 2025 through December 31, 2025. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from the Prepackaged Chapter 11 Case and are not necessarily indicative of future results. Accordingly, the results for the combined year ended December 31, 2025 (prepared on a Non-GAAP basis) and year ended December 31, 2024 (prepared on a GAAP basis) may not be comparable, particularly for statement of operations line items significantly impacted by the reorganization transactions and the impact of fresh start accounting.
Adjusted net loss
We calculate Adjusted net loss as net income (loss) from continuing operations adjusted for stock compensation expense, severance expense, bankruptcy costs (which represent professional fees incurred related to the bankruptcy prior to filing of the petition and post-emergence), reorganization items, net (which relate to certain charges incurred during the bankruptcy proceedings, such as legal and professional fees incurred directly as a result of the bankruptcy proceeding, the write-off of deferred financing costs and discount on debt subject to compromise and other related charges), operating lease right-of-use assets impairment and long-lived asset impairment charges.
The following table presents a reconciliation of Adjusted net income (loss) to net income (loss) from continuing operations, which is the most directly comparable GAAP measure (in thousands):
|
|
Successor |
|
|
|
Predecessor |
|
||
|
|
Three Months Ended December 31, |
|
|
|
Three Months Ended December 31, |
|
||
|
|
2025 |
|
|
|
2024 |
|
||
Net loss from continuing operations |
|
$ |
(11,521 |
) |
|
|
$ |
(36,716 |
) |
Adjusted to exclude the following: |
|
|
|
|
|
|
|
||
Stock compensation expense |
|
|
1,410 |
|
|
|
|
935 |
|
Severance expense |
|
|
— |
|
|
|
|
287 |
|
Bankruptcy costs (prepetition filing and post-emergence) |
|
|
— |
|
|
|
|
3,582 |
|
Reorganization items, net |
|
|
— |
|
|
|
|
5,564 |
|
Impairment charges |
|
|
— |
|
|
|
|
— |
|
Adjusted net loss |
|
$ |
(10,111 |
) |
|
|
$ |
(26,348 |
) |
10
|
|
Successor |
|
|
|
Predecessor |
|
|
Non-GAAP Combined |
|
|
Predecessor |
|
||||
|
|
Period from January 15 through December 31, |
|
|
|
Period from January 1 through January 14, |
|
|
Year Ended |
|
|
Year Ended |
|
||||
|
|
2025 |
|
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|||||||
Net income (loss) from continuing operations |
|
$ |
(54,046 |
) |
|
|
$ |
45,090 |
|
|
$ |
(8,956 |
) |
|
$ |
(138,240 |
) |
Adjusted to exclude the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock compensation expense |
|
|
5,181 |
|
|
|
|
144 |
|
|
|
5,325 |
|
|
|
5,949 |
|
Severance expense |
|
|
388 |
|
|
|
|
4 |
|
|
|
392 |
|
|
|
2,735 |
|
Bankruptcy costs (prepetition filing and post-emergence) |
|
|
913 |
|
|
|
|
— |
|
|
|
913 |
|
|
|
3,582 |
|
Reorganization items, net |
|
|
— |
|
|
|
|
(51,036 |
) |
|
|
(51,036 |
) |
|
|
5,564 |
|
Impairment charges |
|
|
4,156 |
|
|
|
|
— |
|
|
|
4,156 |
|
|
|
5,159 |
|
Adjusted net loss |
|
$ |
(43,408 |
) |
|
|
$ |
(5,798 |
) |
|
$ |
(49,206 |
) |
|
$ |
(115,251 |
) |
11
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
|
Predecessor |
|
|
Non-GAAP Combined |
|
|
Predecessor |
|
|
Predecessor |
|
|
Predecessor |
|
|
Predecessor |
|
|
Predecessor |
|
||||||||||||
|
|
Period from January 1 through December 31, |
|
|
Period from October 1 through December 31, |
|
|
Period from July 1 through September 30, |
|
|
Period from April 1 through June 30, |
|
|
Period from January 15 through March 31, |
|
|
|
Period from January 1 through January 14, |
|
|
Three Months Ended |
|
|
Year Ended |
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||||||||||||
|
|
2025 |
|
|
2025 |
|
|
2025 |
|
|
2025 |
|
|
2025 |
|
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2024 |
|
|
2024 |
|
|
2024 |
|
|
2024 |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) from continuing operations |
|
$ |
(8,956 |
) |
|
$ |
(11,521 |
) |
|
$ |
(27,142 |
) |
|
$ |
(8,932 |
) |
|
$ |
(6,450 |
) |
|
|
$ |
45,090 |
|
|
$ |
38,640 |
|
|
$ |
(138,240 |
) |
|
$ |
(36,716 |
) |
|
$ |
(37,744 |
) |
|
$ |
(19,104 |
) |
|
$ |
(44,676 |
) |
Stock compensation expense |
|
|
5,326 |
|
|
|
1,410 |
|
|
|
1,444 |
|
|
|
1,836 |
|
|
|
491 |
|
|
|
|
144 |
|
|
|
635 |
|
|
|
5,949 |
|
|
|
935 |
|
|
|
1,244 |
|
|
|
2,446 |
|
|
|
1,324 |
|
Severance expense |
|
|
392 |
|
|
|
- |
|
|
|
- |
|
|
|
367 |
|
|
|
21 |
|
|
|
|
4 |
|
|
|
25 |
|
|
|
2,735 |
|
|
|
287 |
|
|
|
763 |
|
|
|
1,685 |
|
|
|
- |
|
Bankruptcy costs (prepetition filing and post-emergence) |
|
|
913 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
913 |
|
|
|
|
- |
|
|
|
913 |
|
|
|
3,582 |
|
|
|
3,582 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Reorganization items, net |
|
|
(51,036 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
(51,036 |
) |
|
|
(51,036 |
) |
|
|
5,564 |
|
|
|
5,564 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Gain on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Impairment charges |
|
|
4,156 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,156 |
|
|
|
|
- |
|
|
|
4,156 |
|
|
|
5,159 |
|
|
|
- |
|
|
|
2,407 |
|
|
|
- |
|
|
|
2,752 |
|
Adjusted Net Loss |
|
|
(49,206 |
) |
|
|
(10,111 |
) |
|
|
(25,698 |
) |
|
|
(6,729 |
) |
|
|
(869 |
) |
|
|
|
(5,798 |
) |
|
|
(6,667 |
) |
|
|
(115,251 |
) |
|
|
(26,348 |
) |
|
|
(33,330 |
) |
|
|
(14,973 |
) |
|
|
(40,600 |
) |
12
Financial Outlook
For the full year 2026 we expect the following results:
(4) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for the full year 2026 Financial Outlook is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, the costs and expenses that may be incurred in the future. We have provided a reconciliation of GAAP to non-GAAP financial measures for historical periods in the reconciliation table in the Non-GAAP Financial Measures above.
(5) Represents retail installment sale contracts originated through third-party dealers.
The foregoing estimates are forward-looking statements that reflect the Company’s expectations as of March 26, 2026 and are subject to substantial uncertainty. See “Forward-Looking Statements” below.
About Vroom (Nasdaq: VRM)
Vroom owns and operates United Auto Credit Corporation (UACC), a leading indirect automotive lender serving the independent and franchise dealer market nationwide, and CarStory, a leader in AI-powered analytics and digital services for automotive retail. Prior to January 2024, Vroom also operated an end-to-end ecommerce platform to buy and sell used vehicles. Pursuant to its previously announced Value Maximization Plan, Vroom discontinued its ecommerce operations and used vehicle dealership business.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our financial outlook for the full year 2026, including expected indirect origination volume and adjusted net income (loss), our internal adjusted net loss plan, the restructuring, including its impact and intended benefits, our strategic initiatives and long-term strategy, planned technology investments, future results of operations and financial position, adjusted net income (loss), our total available liquidity, our liquidity position and the timing of any of the foregoing. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For factors that could cause actual results to differ materially from the forward-looking statements in this press release, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, which is available on our Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.
Investor Relations:
Vroom
Jon Sandison
investors@vroom.com
13
VROOM, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
|
|
Successor |
|
|
|
Predecessor |
|
||
|
|
As of |
|
|
|
As of |
|
||
|
|
2025 |
|
|
|
2024 |
|
||
ASSETS |
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
10,384 |
|
|
|
$ |
29,343 |
|
Restricted cash (including restricted cash of consolidated VIEs of $55.8 million and $48.1 million, respectively) |
|
|
55,914 |
|
|
|
|
49,026 |
|
Finance receivables at fair value (including finance receivables of consolidated VIEs of $777.0 million and $467.3 million, respectively) |
|
|
808,636 |
|
|
|
|
503,848 |
|
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $0.0 and $310.0 million, respectively) |
|
|
— |
|
|
|
|
318,192 |
|
Interest receivable (including interest receivables of consolidated VIEs of $12.4 million and $13.3 million, respectively) |
|
|
12,834 |
|
|
|
|
14,067 |
|
Property and equipment, net |
|
|
6,744 |
|
|
|
|
4,064 |
|
Intangible assets, net |
|
|
12,370 |
|
|
|
|
104,869 |
|
Operating lease right-of-use assets |
|
|
5,792 |
|
|
|
|
6,872 |
|
Other assets (including other assets of consolidated VIEs of $9.8 million and $10.8 million, respectively) |
|
|
24,665 |
|
|
|
|
35,472 |
|
Assets from discontinued operations |
|
|
46 |
|
|
|
|
943 |
|
Total assets |
|
$ |
937,385 |
|
|
|
$ |
1,066,696 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
||
Warehouse credit facilities of consolidated VIEs |
|
$ |
318,655 |
|
|
|
$ |
359,912 |
|
Related party line of credit (Note 20) |
|
|
18,500 |
|
|
|
|
— |
|
Long-term debt (including securitization debt of consolidated VIEs of $393.2 million at fair value as of December 31, 2025 and $210.7 million at amortized cost and $142.6 million at fair value as of December 31, 2024) |
|
|
423,197 |
|
|
|
|
381,366 |
|
Related party note (Note 20) |
|
|
10,000 |
|
|
|
|
— |
|
Operating lease liabilities |
|
|
9,142 |
|
|
|
|
11,065 |
|
Other liabilities (including other liabilities of consolidated VIEs of $15.7 million and $13.8 million, respectively) |
|
|
41,149 |
|
|
|
|
49,699 |
|
Liabilities subject to compromise (Note 6) |
|
|
— |
|
|
|
|
291,577 |
|
Liabilities from discontinued operations |
|
|
124 |
|
|
|
|
4,022 |
|
Total liabilities |
|
|
820,767 |
|
|
|
|
1,097,641 |
|
Commitments and contingencies (Note 13) |
|
|
|
|
|
|
|
||
Stockholders’ equity (deficit): |
|
|
|
|
|
|
|
||
Common stock, $0.001 par value; 250,000,000 shares authorized as of December 31, 2025 and 500,000,000 shares authorized as of December 31, 2024; 5,199,641 and 1,822,532 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively |
|
|
5 |
|
|
|
|
2 |
|
Additional paid-in-capital |
|
|
169,663 |
|
|
|
|
2,094,889 |
|
Accumulated deficit |
|
|
(53,050 |
) |
|
|
|
(2,125,836 |
) |
Total stockholders’ equity (deficit) |
|
|
116,618 |
|
|
|
|
(30,945 |
) |
Total liabilities and stockholders’ equity (deficit) |
|
$ |
937,385 |
|
|
|
$ |
1,066,696 |
|
14
VROOM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
|
|
Successor |
|
|
|
Predecessor |
|
||
|
|
Three Months Ended December 31, |
|
|
|
Three Months Ended December 31, |
|
||
|
|
2025 |
|
|
|
2024 |
|
||
Interest income |
|
$ |
43,916 |
|
|
|
$ |
48,681 |
|
|
|
|
|
|
|
|
|
||
Interest expense: |
|
|
|
|
|
|
|
||
Warehouse credit facility |
|
|
5,163 |
|
|
|
|
6,568 |
|
Securitization debt |
|
|
7,764 |
|
|
|
|
8,124 |
|
Total interest expense |
|
|
12,927 |
|
|
|
|
14,692 |
|
Net interest income |
|
|
30,989 |
|
|
|
|
33,989 |
|
|
|
|
|
|
|
|
|
||
Realized and unrealized losses, net of recoveries |
|
|
23,457 |
|
|
|
|
31,974 |
|
Net interest income after losses and recoveries |
|
|
7,532 |
|
|
|
|
2,015 |
|
|
|
|
|
|
|
|
|
||
Noninterest income: |
|
|
|
|
|
|
|
||
Servicing income |
|
|
1,089 |
|
|
|
|
1,400 |
|
Warranties and GAP income, net |
|
|
3,590 |
|
|
|
|
1,737 |
|
CarStory revenue |
|
|
1,329 |
|
|
|
|
2,828 |
|
Other income |
|
|
1,905 |
|
|
|
|
2,506 |
|
Total noninterest income |
|
|
7,913 |
|
|
|
|
8,471 |
|
|
|
|
|
|
|
|
|
||
Expenses: |
|
|
|
|
|
|
|
||
Compensation and benefits |
|
|
16,777 |
|
|
|
|
20,642 |
|
Professional fees |
|
|
2,973 |
|
|
|
|
5,617 |
|
Software and IT costs |
|
|
2,985 |
|
|
|
|
3,065 |
|
Depreciation and amortization |
|
|
1,035 |
|
|
|
|
7,123 |
|
Interest expense on corporate debt |
|
|
913 |
|
|
|
|
1,285 |
|
Impairment charges |
|
|
— |
|
|
|
|
— |
|
Other expenses |
|
|
2,342 |
|
|
|
|
3,443 |
|
Total expenses |
|
|
27,025 |
|
|
|
|
41,175 |
|
|
|
|
|
|
|
|
|
||
Loss from continuing operations before reorganization items and provision for income taxes |
|
|
(11,580 |
) |
|
|
|
(30,689 |
) |
Reorganization items, net |
|
|
— |
|
|
|
|
(5,564 |
) |
(Loss) income from continuing operations before provision for income taxes |
|
|
(11,580 |
) |
|
|
|
(36,253 |
) |
Provision for income taxes from continuing operations |
|
|
(59 |
) |
|
|
|
463 |
|
Net loss from continuing operations |
|
$ |
(11,521 |
) |
|
|
$ |
(36,716 |
) |
Net income (loss) from discontinued operations |
|
$ |
118 |
|
|
|
$ |
140 |
|
Net loss |
|
$ |
(11,403 |
) |
|
|
$ |
(36,576 |
) |
Net loss per share attributable to common stockholders, continuing operations, basic and diluted |
|
$ |
(2.22 |
) |
|
|
$ |
(20.15 |
) |
Net income (loss) per share attributable to common stockholders, discontinued operations, basic and diluted |
|
$ |
0.02 |
|
|
|
$ |
0.08 |
|
Total net loss per share attributable to common stockholders, basic and diluted |
|
$ |
(2.19 |
) |
|
|
$ |
(20.07 |
) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted |
|
|
5,199,628 |
|
|
|
|
1,822,293 |
|
15
VROOM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
(in thousands, except share and per share amounts)
|
Successor |
|
|
|
Predecessor |
|
||||||
|
Period from January 15 through December 31, |
|
|
|
Period from January 1 through January 14, |
|
|
Year Ended |
|
|||
|
2025 |
|
|
|
2025 |
|
|
2024 |
|
|||
Interest income |
$ |
171,650 |
|
|
|
$ |
7,183 |
|
|
$ |
201,833 |
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense: |
|
|
|
|
|
|
|
|
|
|||
Warehouse credit facility |
|
17,584 |
|
|
|
|
1,017 |
|
|
|
29,276 |
|
Securitization debt |
|
32,966 |
|
|
|
|
1,178 |
|
|
|
30,084 |
|
Total interest expense |
|
50,550 |
|
|
|
|
2,195 |
|
|
|
59,360 |
|
Net interest income |
|
121,100 |
|
|
|
|
4,988 |
|
|
|
142,473 |
|
|
|
|
|
|
|
|
|
|
|
|||
Realized and unrealized losses, net of recoveries |
|
97,259 |
|
|
|
|
6,792 |
|
|
|
119,868 |
|
Net interest income (loss) after losses and recoveries |
|
23,841 |
|
|
|
|
(1,804 |
) |
|
|
22,605 |
|
|
|
|
|
|
|
|
|
|
|
|||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|||
Servicing income |
|
4,690 |
|
|
|
|
192 |
|
|
|
6,501 |
|
Warranties and GAP income (loss), net |
|
14,466 |
|
|
|
|
307 |
|
|
|
(2,610 |
) |
CarStory revenue |
|
6,914 |
|
|
|
|
432 |
|
|
|
11,610 |
|
Other income |
|
10,377 |
|
|
|
|
113 |
|
|
|
10,850 |
|
Total noninterest income |
|
36,447 |
|
|
|
|
1,044 |
|
|
|
26,351 |
|
|
|
|
|
|
|
|
|
|
|
|||
Expenses: |
|
|
|
|
|
|
|
|
|
|||
Compensation and benefits |
|
70,222 |
|
|
|
|
2,823 |
|
|
|
97,293 |
|
Professional fees |
|
11,871 |
|
|
|
|
297 |
|
|
|
12,035 |
|
Software and IT costs |
|
11,869 |
|
|
|
|
457 |
|
|
|
15,083 |
|
Depreciation and amortization |
|
3,350 |
|
|
|
|
1,057 |
|
|
|
29,086 |
|
Interest expense on corporate debt |
|
2,797 |
|
|
|
|
176 |
|
|
|
5,826 |
|
Impairment charges |
|
4,156 |
|
|
|
|
— |
|
|
|
5,159 |
|
Other expenses |
|
9,775 |
|
|
|
|
371 |
|
|
|
16,294 |
|
Total expenses |
|
114,040 |
|
|
|
|
5,181 |
|
|
|
180,776 |
|
|
|
|
|
|
|
|
|
|
|
|||
Loss from continuing operations before reorganization items and provision for income taxes |
|
(53,752 |
) |
|
|
|
(5,941 |
) |
|
|
(131,820 |
) |
Reorganization items, net |
|
— |
|
|
|
|
51,036 |
|
|
|
(5,564 |
) |
(Loss) income from continuing operations before provision for income taxes |
|
(53,752 |
) |
|
|
|
45,095 |
|
|
|
(137,384 |
) |
Provision for income taxes from continuing operations |
|
294 |
|
|
|
|
5 |
|
|
|
856 |
|
Net income (loss) from continuing operations |
$ |
(54,046 |
) |
|
|
$ |
45,090 |
|
|
$ |
(138,240 |
) |
Net income (loss) from discontinued operations |
|
996 |
|
|
|
|
(4 |
) |
|
$ |
(26,884 |
) |
Net (loss) income |
$ |
(53,050 |
) |
|
|
$ |
45,086 |
|
|
$ |
(165,124 |
) |
16
|
Successor |
|
|
|
Predecessor |
|
||||||
|
Period from January 15 through December 31, |
|
|
|
Period from January 1 through January 14, |
|
|
Year Ended |
|
|||
|
2025 |
|
|
|
2025 |
|
|
2024 |
|
|||
Net (loss) income per share attributable to common stockholders, basic: |
|
|
|
|
|
|
|
|
|
|||
Continuing operations |
|
(10.43 |
) |
|
|
|
24.74 |
|
|
|
(76.24 |
) |
Discontinued operations |
|
0.19 |
|
|
|
|
(0.00 |
) |
|
|
(14.83 |
) |
Basic |
$ |
(10.24 |
) |
|
|
$ |
24.74 |
|
|
$ |
(91.07 |
) |
Net (loss) income per share attributable to common stockholders, diluted: |
|
|
|
|
|
|
|
|
|
|||
Continuing operations |
|
(10.43 |
) |
|
|
|
23.89 |
|
|
|
(76.24 |
) |
Discontinued operations |
|
0.19 |
|
|
|
|
(0.00 |
) |
|
|
(14.83 |
) |
Diluted |
$ |
(10.24 |
) |
|
|
$ |
23.89 |
|
|
$ |
(91.07 |
) |
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
5,184,175 |
|
|
|
|
1,822,541 |
|
|
|
1,813,168 |
|
Diluted |
|
5,184,175 |
|
|
|
|
1,887,370 |
|
|
|
1,813,168 |
|
17
VROOM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
Successor |
|
|
|
Predecessor |
|
||||||
|
|
Period from January 15 through December 31, |
|
|
|
Period from January 1 through January 14, |
|
|
Year Ended |
|
|||
|
|
2025 |
|
|
|
2025 |
|
|
2024 |
|
|||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|||
Net (loss) income from continuing operations |
|
$ |
(54,046 |
) |
|
|
$ |
45,090 |
|
|
$ |
(138,240 |
) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|||
Impairment charges |
|
|
4,156 |
|
|
|
|
— |
|
|
|
5,159 |
|
Profit share receivable |
|
|
(554 |
) |
|
|
|
— |
|
|
|
11,643 |
|
Depreciation and amortization |
|
|
3,350 |
|
|
|
|
1,057 |
|
|
|
29,086 |
|
Amortization of debt issuance costs |
|
|
— |
|
|
|
|
— |
|
|
|
4,270 |
|
Losses on finance receivables and securitization debt, net |
|
|
108,467 |
|
|
|
|
4,762 |
|
|
|
129,601 |
|
Losses on Warranties and GAP |
|
|
7,000 |
|
|
|
|
407 |
|
|
|
8,020 |
|
Stock-based compensation expense |
|
|
5,181 |
|
|
|
|
144 |
|
|
|
5,885 |
|
Provision to record finance receivables held for sale at lower of cost or fair value |
|
|
— |
|
|
|
|
— |
|
|
|
(4,618 |
) |
Amortization of unearned discounts on finance receivables at fair value |
|
|
— |
|
|
|
|
(416 |
) |
|
|
(15,924 |
) |
Non-cash reorganization items, net |
|
|
— |
|
|
|
|
(51,741 |
) |
|
|
2,438 |
|
Other, net |
|
|
(909 |
) |
|
|
|
193 |
|
|
|
(4,595 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|||
Finance receivables, held for sale |
|
|
|
|
|
|
|
|
|
|
|||
Originations of finance receivables, held for sale |
|
|
— |
|
|
|
|
(14,337 |
) |
|
|
(404,203 |
) |
Principal payments received on finance receivables, held for sale |
|
|
— |
|
|
|
|
6,481 |
|
|
|
186,799 |
|
Other |
|
|
— |
|
|
|
|
169 |
|
|
|
1,642 |
|
Interest receivable |
|
|
1,397 |
|
|
|
|
(164 |
) |
|
|
417 |
|
Other assets |
|
|
7,116 |
|
|
|
|
5,178 |
|
|
|
15,323 |
|
Other liabilities |
|
|
(3,565 |
) |
|
|
|
(2,627 |
) |
|
|
(8,461 |
) |
Net cash provided by (used in) operating activities from continuing operations |
|
|
77,593 |
|
|
|
|
(5,804 |
) |
|
|
(175,758 |
) |
Net cash (used in) provided by operating activities from discontinued operations |
|
|
(2,439 |
) |
|
|
|
(207 |
) |
|
|
78,721 |
|
Net cash provided by (used in) operating activities |
|
|
75,154 |
|
|
|
|
(6,011 |
) |
|
|
(97,037 |
) |
Investing activities |
|
|
|
|
|
|
|
|
|
|
|||
Finance receivables, held for investment at fair value |
|
|
|
|
|
|
|
|
|
|
|||
Purchases of finance receivables, held for investment at fair value |
|
|
(419,742 |
) |
|
|
|
— |
|
|
|
— |
|
Principal payments received on finance receivables, held for investment at fair value |
|
|
316,753 |
|
|
|
|
2,985 |
|
|
|
115,937 |
|
Principal payments received on beneficial interests |
|
|
1,240 |
|
|
|
|
147 |
|
|
|
2,433 |
|
Purchase of property and equipment |
|
|
(7,061 |
) |
|
|
|
(151 |
) |
|
|
(3,487 |
) |
Net cash (used in) provided by investing activities from continuing operations |
|
|
(108,810 |
) |
|
|
|
2,981 |
|
|
|
114,883 |
|
Net cash provided by investing activities from discontinued operations |
|
|
637 |
|
|
|
|
— |
|
|
|
17,692 |
|
Net cash (used in) provided by investing activities |
|
|
(108,173 |
) |
|
|
|
2,981 |
|
|
|
132,575 |
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from borrowings under secured financing agreements |
|
|
307,780 |
|
|
|
|
— |
|
|
|
296,046 |
|
Principal repayment under secured financing agreements |
|
|
(253,998 |
) |
|
|
|
(16,676 |
) |
|
|
(251,529 |
) |
Proceeds from financing of beneficial interests in securitizations |
|
|
16,223 |
|
|
|
|
— |
|
|
|
15,821 |
|
Principal repayments of financing of beneficial interests in securitizations |
|
|
(13,625 |
) |
|
|
|
(1,028 |
) |
|
|
(13,428 |
) |
Proceeds from warehouse credit facilities |
|
|
333,700 |
|
|
|
|
11,900 |
|
|
|
318,600 |
|
Repayments of warehouse credit facilities |
|
|
(378,763 |
) |
|
|
|
(8,094 |
) |
|
|
(379,956 |
) |
Proceeds from issuance of related party note |
|
|
10,000 |
|
|
|
|
— |
|
|
|
— |
|
Proceeds from related party line of credit |
|
|
18,500 |
|
|
|
|
— |
|
|
|
— |
|
Other financing activities |
|
|
(1,941 |
) |
|
|
|
— |
|
|
|
(364 |
) |
Net cash provided by (used in) financing activities from continuing operations |
|
|
37,876 |
|
|
|
|
(13,898 |
) |
|
|
(14,810 |
) |
Net cash used in financing activities from discontinued operations |
|
|
— |
|
|
|
|
— |
|
|
|
(151,178 |
) |
Net cash provided by (used in) financing activities |
|
|
37,876 |
|
|
|
|
(13,898 |
) |
|
|
(165,988 |
) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
4,857 |
|
|
|
|
(16,928 |
) |
|
|
(130,450 |
) |
Cash, cash equivalents and restricted cash at the beginning of period |
|
|
61,441 |
|
|
|
|
78,369 |
|
|
|
208,819 |
|
Cash, cash equivalents and restricted cash at the end of period |
|
$ |
66,298 |
|
|
|
$ |
61,441 |
|
|
$ |
78,369 |
|
18
VROOM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest |
|
$ |
47,717 |
|
|
|
$ |
4,534 |
|
|
$ |
57,688 |
|
Cash paid for reorganization items, net |
|
$ |
— |
|
|
|
$ |
1,705 |
|
|
$ |
3,009 |
|
Cash paid for income taxes |
|
$ |
(137 |
) |
|
|
$ |
— |
|
|
$ |
(1,426 |
) |
19
Exhibit 99.2

vroom fourth quarter 2025 earnings march 2026

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 financial outlook for the full year 2026, including expected indirect origination volume and adjusted net income (loss), our internal adjusted net income plan, the impact of the restructuring on our balance sheet, our strategic initiatives, cost-savings and reduction in operating expenses and their expected benefits, our expectations regarding UACC's business, including with respect to originations and the impact of credit tightening and securitization transactions, our available liquidity under the warehouse credit facilities and extensions of these facilities, and the timing of any of the foregoing. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For factors that could cause actual results to differ materially from the forward-looking statements in this 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, 2025, 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 in the Appendix to this presentation. Non-GAAP Combined Year Ended December 31, 2025 Our financial results for the periods from January 1, 2025 through January 14, 2025 and the year ended December 31, 2024 are referred to as those of the “Predecessor” period. Our financial results for the period from January 15, 2025 through December 31, 2025 are referred to as those of the “Successor” period. Our results of operations as reported in our Condensed Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report our results for the period from January 1, 2025 through January 14, 2025 and the period from January 15, 2025 through December 31, 2025 separately, management views our operating results for the year ended December 31, 2025 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods. We believe we cannot adequately benchmark the operating results of the period from January 15, 2025 through December 31, 2025 against any of the previous periods reported in our Consolidated Financial Statements without combining it with the period from January 1, 2025 through January 14, 2025 and do not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding our overall operating performance. Management believes that the key performance metrics for the Successor period when combined with the Predecessor period provide more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting our results of operations as reported in our Consolidated Financial Statements in accordance with GAAP, the tables and discussion below also present the combined results for the year ended December 31, 2025. The combined results for the year ended December 31, 2025 represent the sum of the reported amounts for the Predecessor period from January 1, 2025 through January 14, 2025 and the Successor period from January 15, 2025 through December 31, 2025. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from Prepackaged Chapter 11 Case and are not necessarily indicative of future results. Accordingly, the results for the combined year ended December 31, 2025 (prepared on a Non-GAAP basis) and year ended December 31, 2024 (prepared on a GAAP basis) may not be comparable, particularly for statement of operations line items significantly impacted by the Reorganization transactions and the impact of fresh start accounting. 2

Vroom overview United auto credit business Financing and Loan Servicing logo Acquired by Vroom in 2022 Non-prime lending expertise Successful capital markets experience 9,500+ independent dealer network ~$1B gross serviced portfolio $481M in indirect loan origination in 2025 External finance and management portal for dealers Consumer payment integrations and auto-pay functionality Integrated with largest dealer management platform credit applications Automatic pricing programs for both independent and franchise dealerships 3rd generation proprietary pricing engine powered by big data models with machine learning 100+ nationwide sales team with strong dealer relationships Carstory business Industry Leading Data, AI and Technology Acquired by Vroom in 2021 18+ years of automotive vehicle history Extensive patent portfolio, including 31 issued or allowed and 8 pending patents Website conversion expertise Data science and analytics AI and ML models for vehicle pricing, similarity and imaging processing Major financial institution customers, dealers and retail auto service providers Vehicle acquisition and pricing product suite for dealers Consumer mobile apps with full-featured marketplace and augmented reality shopping experience Vroom assets Automotive eCommerce Platform eCommerce used vehicle platform Predictive price and P&L models Consumer and B2B Inventory acquisition Consumer shopping solution Self-service checkout Consumer transaction hub deal status, pending action items, delivery and registration tracking Delivery and logistics solution with integrated tools for seamless driveway experiences Patent-pending titling, registration and document platform Proprietary document processing pipeline for automated contracting Payment integrations for credit card, ACH, debit and wire transfer payments Internal sales-enablement platform to guide sales and support agents on financing terms and approval probabilities 3

Operational update Shareholder equity and tangible net worth $116.6M stockholders' equity as of December 31, 2025 $104.2M tangible book value(1) was as of December 31, 2025 2025 results $129.3M improvement in net loss for full year 2025(5) $66.0M improvement in adjusted net loss(3) for full year 2025(5) $(9.0)M net loss from continuing operations for full year 2025(5) $(49.2)M adjusted net loss(3) for full year 2025(5), Includes $4.4M of depreciation and amortization $(11.5)M net loss from continuing operations for Q4 2025 $(10.1)M adjusted net loss(3) for Q4 2025, Includes $1.0M of depreciation and amortization 2026 subsequent events $22.5M preferred stock issued by Vroom Automotive LLC to SPE Holdings in January 2026 Closed UACC’s 18th securitization transaction on February 5, 2026; issuing $225M of fixed rate asset-backed notes liquidity and warehouse availability $48.7M total available liquidity(2) as of December 31, 2025, consisting of: $10.4M cash and cash equivalents $11.3M of excess liquidity available to UACC under the warehouse credit facilities (receivables that could be pledged to draw cash from warehouse lines) $27.0M of available liquidity from delayed draw facility $600M UACC total warehouse capacity $318.7M outstanding borrowings, $281.3M remaining capacity performance highlights Decrease of gross serviced portfolio year over year, driven by amortization of legacy Vroom partially offset by portfolio indirect origination volume Continued progress on reducing operating expenses while driving efficiency improvements throughout the organization Q4 2025 Highlights Full year Highlights Fourth quarter 2024 third quarter 2025 fourth quarter 2025 gross serviced portfolio indirect origination volume (4) net loss from continuing operations adjusted net income (loss)(3) $1,016 million $91 million $(37) million $(26 million) $972 million $107 million $(27) million $(26 million) $948 million $109 million $(12) million $(10 million) indirect origination volume (4) net loss from continuing operations adjusted net income (loss)(3) (4) $437 million $(138) million $(115) million 2024 2025(5) change period over period $481 million $(9) million $(49) million +$44 million +$129 million +$66 million indirect origination volume (4) adjusted net income (loss)(3) (6) full year 2026 $475-$515 million ($20)-($25) million (1) Tangible book value is a non-GAAP measure and represents total stockholders' equity of $116.6 million, excluding intangible assets of $12.4 million as of December 31, 2025. (2)Total available liquidity is a non-GAAP measure. (3) Adjusted net income (loss) is a non-GAAP measure. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (4) Represents retail installment sale contracts originated through third-party dealers. (5) 2025 results includes non-GAAP combined results for the year ended December 31, 2025. (6) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for 2026 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. $48.7M of total available liquidity, reduced adjusted net income loss by $66 million year over year logo 4

Performance and liquidity bridge $ amounts in millions Adjusted net income (loss)(1) $(26) Q3-2025 Adjusted Net Income (Loss)(1)$1 Net Interest Income $20 Realized and unrealized losses, net of Recovery $2 Noninterest Income ($1) Operating Expenses $(10) Q4-2025 Adjusted Net Income (Loss) (1) Total available liquidity(3) $59 9/30/25 Total Available Liquidity(2) ($10) Q4-25 Adjusted Net Income (loss) (1) ($10) Mark to Market Adjustment and Other Non-cash Items $11 Issuance of Related Party LOC $1 Change in Warehouse Availability $49 12/31/25 Total Available Liquidity(3) Net interest income Interest income net of warehouse and securitization interest expense Realized and unrealized losses, net of recovery Mark to market net gains; driven by securitization valuations Noninterest income Primarily driven by quarter over quarter decrease in other income due to releases of aged accruals in Q3 Operating expenses Compensation and benefits, professional fees, software and IT costs, interest expense on corporate debt and other operating expenses Change in warehouse liquidity Net change in excess liquidity on warehouse lines UACC cash collections offset by operating expenses, new origination funding and change in receivable eligibility (1) Adjusted net income (loss) is a non-GAAP measure. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (2) 9/30/25 Total available liquidity is a non-GAAP measure and represents $12.4 million of unrestricted cash and cash equivalents, as well as $11.8 million of availability from warehouse credit facilities and $35.0 million of availability from delayed draw facility. (3) 12/31/25 Total available liquidity is a non-GAAP measure and represents $10.4 million of unrestricted cash and cash equivalents, as well as $11.3 million of availability from warehouse credit facilities and $27.0 million of availability from delayed draw facility. logo 5

Portfolio performance projection Multivariate Loss Projection(2) vs. Cumulative Net Loss(1) 12 Month CNL 16.00% 15.00% 14.00% 13.00% 12.00% 11.00% 10.00% 9.00% 8.00% 7.00% 6.00% 5.00% 4.00% 3.00% 2.00% 1.00% 0.00% 1 3 5 7 9 11 2017 1 3 5 7 9 11 2018 1 3 5 7 9 11 2019 1 3 5 7 9 11 2020 1 3 5 7 9 11 2021 1 3 5 7 9 11 2022 1 3 5 7 9 11 2023 1 3 5 7 9 11 2024 1 3 5 7 9 11 2025 1 2026 40.00% 38.00% 36.00% 34.00% 32.00% 30.00% 28.00% 26.00% 24.00% 22.00% 20.00% 18.00% 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 48 Month CNL (Orange) Multivariate 12 Month CNL Model correlates to (Gray) Actual 12 Month CNL correlates to (Yellow) Actual 48 Month CNL (1) Cumulative net loss is the aggregate realized loss (net of recoveries) over a portfolio’s lifetime. (2) This metric, including the ratios, is based on management's proprietary assumptions and formulas and is subject to change from time to time as management continues to evaluate the business. Continue to closely monitor performance logo 6

Vroom Appendix

Reconciliation of non-gaap financial measures 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: Adjusted net income (loss), total available liquidity, and tangible book value. Adjusted net income (loss) is a supplemental performance measure that our management uses to assess our operating performance and the operating leverage in our business. Because Adjusted net income (loss) facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. Total available liquidity represents unrestricted cash and cash equivalents, availability from warehouse credit facilities and available liquidity from delayed draw facility. These non-GAAP measures have limitations as analytical tools because they do not reflect all of the amounts associated with our results of operations or liquidity as determined in accordance with U.S. GAAP. Additionally, they may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for those comparative purposes. 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 are 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 these non-GAAP financial measure with the most directly comparable U.S. GAAP financial measure elsewhere herein. Non-GAAP combined year ended December 31, 2025 Our financial results for the periods from January 1, 2025 through January 14, 2025 and the four quarters of 2024 are referred to as those of the “Predecessor” period. Our financial results for the period from January 15, 2025 through December 31, 2025, and all subsequent periods, are referred to as those of the “Successor” period. We present the combined results of operations because our Management believes our operating results for the year ended December 31, 2025 for the combined periods of the applicable Predecessor and Successor periods provides the most meaningful comparison of our results to prior periods. The following table presents a reconciliation of net income (loss) for the combined periods to the Predecessor and Successor periods (in thousands): YTD Results QTD Results Successor Period from January 1 through December 31, 2025 Successor Period from October 1 through December 31, 2025 Successor Period from July 1 through September 30, 2025 Successor Period from April 1 through June 30, 2025 Successor Period from January 15 through March 31, 2025 Net income (loss) from continuing operations $ (8,956) $.(11,521) $ (27,142) $ (8,932) $ (6,450) Stock compensation expense 5,326 1,410 1,444 1,836 491 Severance expense 392 - - 367 21 Bankruptcy costs (prepetition filling and post-emergence) 913 - - - 913 Reorganization items, net (51,036) - - - - Glain on extinguishment of debt - - - - - Impairment charges 4,156 - - - 4,156 Adjusted Net Loss (49,206) (10,111) (25,698) (6,729) (869) YTD Results QTD Results Predecessor Period from January 1 through January 14, 2025 Non-GAAP Combined Three Months Ended March 31, 2025 Predecessor Year Ended December 31, 2024 Predecessor Three Months Ended December 31, 2024 Predecessor Three Months Ended September 30, 2024 Predecessor Three Months Ended June 30, 2024 Predecessor Three Months Ended March 31, 2024 $ 45,090 $ 38,640 $ (138,240) $ (36,716) $ (37,744) $(19,104) $ (44,678) 144 635 5,949 935 1,244 2,446 1,324 4 25 2,735 287 763 1,685 - - 913 3,582 3,582 - - - (51,036) (51,036) 5,564 5,564 - - - - - - - - - - - 4,156 5,159 – 2,407 – 2,752 (5,798) (6,667) (115,251) (26,348) (33,330) (14,973) (40,600) logo 8
FAQ
How did Vroom (VRM) perform financially for the full year 2025?
What were Vroom’s key balance sheet figures at December 31, 2025?
What is Vroom’s liquidity position and funding capacity as of year-end 2025?
What 2026 financial outlook did Vroom (VRM) provide?
How did Vroom’s adjusted net loss change from 2024 to 2025?
What businesses now drive Vroom’s operations after exiting ecommerce?
How does fresh-start accounting affect comparability of Vroom’s 2025 results?
Filing Exhibits & Attachments
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