Vroom, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Vroom, Inc. has filed its 2023 10-K report detailing its financial performance and business operations.</b>

AI Summary

Vroom, Inc. (VRMWW) filed a Annual Report (10-K) with the SEC on March 13, 2024. Vroom, Inc. filed its 2023 Form 10-K on March 13, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal business is in the retail of auto dealers & gasoline stations. Vroom, Inc. was formerly known as AutoAmerica, Inc. until July 5, 2013. The filing includes details on various financial instruments and securitization entities, such as UnitedAutoCredit Corporation and its related securitization trusts.

Why It Matters

For investors and stakeholders tracking Vroom, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Vroom's financial health, operational strategies, and risk factors for the fiscal year 2023, crucial for investors to assess the company's current standing and future prospects. The detailed financial disclosures, including information on securitization entities and debt instruments, are essential for understanding Vroom's complex financial structure and its reliance on financing arrangements.

Risk Assessment

Risk Level: medium — Vroom, Inc. shows moderate risk based on this filing. The company's financial structure involves complex securitization arrangements and debt instruments, which inherently carry financial and operational risks that require careful monitoring and management.

Analyst Insight

Investors should carefully review the detailed financial statements and risk factors in the 10-K to understand Vroom's financial stability and operational challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-03-13 — Filing Date (Filed as of date)
• 5500 — Standard Industrial Classification (SIC code for retail - auto dealers & gasoline stations)
• 001-39315 — SEC File Number (SEC file number for Vroom, Inc.)

Key Players & Entities

• Vroom, Inc. (company) — Filer name
• 0000950170-24-030760 (other) — Accession number
• 20231231 (date) — Conformed period of report
• 20240313 (date) — Filed as of date
• AutoAmerica, Inc. (company) — Former company name
• UnitedAutoCredit Corporation (company) — Securitization entity
• Zero Point Seven Five Percent Unsecured Convertible Senior Notes Due Two Thousand Twenty Six (other) — Debt instrument
• Houston (location) — Business address city

FAQ

Risk Factors

• Financial Risks [medium — financial]: The company faces financial risks related to its operations, including those associated with securitization and financing arrangements.
• Operational Risks [medium — operational]: Operational risks are inherent in the business model, particularly concerning the management of vehicle inventory and customer transactions.
• Regulatory Compliance [low — regulatory]: Vroom must comply with various federal, state, and local regulations governing the automotive retail industry and financial services.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-13: 10-K Filing Date — Date Vroom, Inc. filed its annual report.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary document filed by Vroom, Inc. to report its annual financial results and business activities.)

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value VRM Nasdaq Global Select
• $1.00 m — ither exceed or remain in excess of the $1.00 minimum bid price as required by Nasdaq (
• $1.1 billion — regate principal outstanding balance of $1.1 billion. To fund UACC's automotive finance op

Filing Documents

• vrm-20231231.htm (10-K) — 4389KB
• vrm-ex10_15.htm (EX-10.15) — 201KB
• vrm-ex10_18.htm (EX-10.18) — 53KB
• vrm-ex10_19.htm (EX-10.19) — 38KB
• vrm-ex10_25.htm (EX-10.25) — 39KB
• vrm-ex10_26.htm (EX-10.26) — 35KB
• vrm-ex10_27.htm (EX-10.27) — 35KB
• vrm-ex21_1.htm (EX-21.1) — 13KB
• vrm-ex23_1.htm (EX-23.1) — 3KB
• vrm-ex31_1.htm (EX-31.1) — 22KB
• vrm-ex31_2.htm (EX-31.2) — 22KB
• vrm-ex32_1.htm (EX-32.1) — 10KB
• vrm-ex32_2.htm (EX-32.2) — 10KB
• vrm-ex97_1.htm (EX-97.1) — 48KB
• img229078759_0.jpg (GRAPHIC) — 5KB
• img230002280_0.jpg (GRAPHIC) — 5KB
• img230925801_0.jpg (GRAPHIC) — 5KB
• 0000950170-24-030760.txt (&nbsp;) — 19156KB
• vrm-20231231.xsd (EX-101.SCH) — 2399KB
• vrm-20231231_htm.xml (XML) — 3859KB

Business

Business 6 Item 1A.

Risk Factors

Risk Factors 12 Item 1B. Unresolved Staff Comments 41 Item 1C. Cybersecurity 42 Item 2.

Properties

Properties 43 Item 3.

Legal Proceedings

Legal Proceedings 43 Item 4. Mine Safety Disclosures 45 Part II 49 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 49 Item 6. Reserved 50 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 51 Item 7A. Quantitative and Qualitative Disclosure About Market Risk 72 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 73 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 123 Item 9A.

Controls and Procedures

Controls and Procedures 123 Item 9B. Other Information 123 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 124 Part III 125 Item 10. Directors, Executive Officers, and Corporate Governance 125 Item 11.

Executive Compensation

Executive Compensation 125 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 125 Item 13. Certain Relationships and Related Transactions, and Director Independence 125 Item 14. Principal Accounting Fees and Services 125 Part IV 126 Item 15. Exhibits and Financial Statement Schedules 126 Item 16. Form 10-K Summary 130

Signatures

Signatures 131 2 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding general economic and market conditions, our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, including our Value Maximization Plan and the ongoing activities of and potential growth of our UACC and CarStory businesses, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as "anticipate," "believe," "contemplate," "continue," "could," "design," "estimate," "expect," "intend," "may," "plan," "potentially," "predict," "project," "should," " target," "will," " would," or the negative of these terms or other similar terms or expressions, although not all forward-looking statements contain these identifying words. The forward-looking statements in this Annual Report on Form 10-K are only predictions. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, 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, including risks described in the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K. Other sections

Business

Item 1. Business Overview Vroom, Inc., which was incorporated under the laws of the State of Delaware in 2012, is a holding company that conducts its operations through its subsidiaries. Vroom, Inc. completed its initial public offering ("IPO") in June 2020 and its common stock trades on The Nasdaq Global Select Market ("Nasdaq") under the symbol VRM. Unless the context otherwise requires, references herein to "Vroom", the "Company", "we", "us" or "our" refer to Vroom and its consolidated subsidiaries. Our Company During the fiscal year ended December 31, 2023, the period covered by this Annual Report on Form 10-K, Vroom operated an end-to-end ecommerce platform to buy and sell used vehicles. On January 22, 2024, we announced that the Board of Directors (the "Board") of Vroom had approved a value maximization plan, pursuant to which the Company has discontinued its ecommerce operations and is in the process of winding down its used vehicle dealership business in order to preserve liquidity and enable the Company to maximize stakeholder value through its remaining businesses (the "Value Maximization Plan"). Vroom owns United Auto Credit Corporation ("UACC"), a leading automotive finance company that offers vehicle financing to its customers through third party dealers under the UACC brand, and CarStory ("CarStory"), a leader in AI-powered analytics and digital services for automotive retail. The UACC and CarStory businesses will continue to serve their third-party customers, with their operations substantially unaffected by Vroom's ecommerce wind-down . The Company will seek to grow and enhance the profitability of the UACC and CarStory businesses going forward. Prior to the adoption of the Value Maximization Plan, the Company's platform combined automotive ecommerce, vehicle operations and data science and experimentation to bring all phases of the car buying and selling process to consumers wherever they are, offering an extensive selection of used vehicl

View Full Filing

View this 10-K filing on SEC EDGAR