Vroom, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosure About Market Risk Market risk is the risk of economic losses due to adverse changes in financial market prices and rates. Our primary market risk has been interest rate risk. We do not have material exposure to commodity risk. Interest Rate Risk As of December 31, 2022, we had an outstanding balance under the 2020 Vehicle Floorplan Facility of $277.0 million and an outstanding balance under our Warehouse Credit Facilities of $229.5 million. The 2020 Vehicle Floorplan Facility bears interest at a rate equal to the Prime Rate, announced per annum by Ally Bank, plus 105 basis points. The Warehouse Credit Facilities bear interest at a rate equal to LIBOR or SOFR plus a fixed percentage based on the agreement with the banking institution. A hypothetical 10% change in interest rates during the year ended December 31, 2022 would result in a change to interest expense of $2.7 million, respectively. As of December 31, 2022, we had $449.4 million of long-term debt including the current portion of securitization debt of consolidated VIEs of $47.2 million. As the interest rate on the long term debt is fixed, we do not have exposure to interest rate risk. 90 Table of Contents Item 8. Financial Stateme nts and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm PCAOB ID 238 92 Consolidated Balance Sheets as of December 31, 2022 and 2021 95 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 96 Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for the Years Ended December 31, 2022, 2021 and 2020 97 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 98 Notes to Consolidated Financial Statements 100 91 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Vroom, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Vroom, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of changes in redeemable convertible preferred stock and stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Unitas Holdings Corp., including its wholly owned subsidiaries United PanAm Financial Corp. and United Auto Credit Corporation (collectively, "UACC") from its assessment of internal control over financial reporting as of December 31, 2022, because it was acquired by the Company in a purchase business combination during 2022. We have also excluded UACC from our audit of internal control over financial reporting. UACC is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 34% and 9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022. 92 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. UACC Acquisition - Valuation of Purchased Technology and Customer Relationships Intangible Assets As described in Notes 1 and 5 to the consolidated financial statements, on February 1, 2022, the Company completed the acquisition of 100% of Unitas Holdings Corp., including its wholly owned subsidiaries United PanAm Financial Corp. and United Audit Credit Corporation (collectively, “UACC acquisition”) for $315.4 million, which resulted in a purchased technology intangible asset of $83 million and a customer relationships intangible asset of $66 million being recorded. The fair values assigned to assets acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair value of the purchased technology was determined using a relief-from-royalty method under the income approach. The significant assumptions used in the relief-from-royalty method include estimates about future expected cash flows from the purchased technology, including the revenue growth rates, the royalty rate, the obsolescence factor and the discount rate. The estimated fair value of the customer relationships was determined using a multi-period excess earnings method under the income approach. The significant assumptions used in the multi-period excess earnings method include estimates about future expected cash flows from the customer relationships, including pre-tax income margins and the discount rate. The principal considerations for our determination that performing procedures relating to the valuation of the purchased technology and customer relationships intangible assets acquired in the UACC acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the purchased technology and customer relationships intangible assets acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, pre-tax income margins, the royalty rate, the obsolescence factor, and discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. 93 Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the intangible assets and controls over the development of significant assumptions related to the revenue growth rates, pre-tax income margins, the royalty rate, the obsolescence factor, and discount rates. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the purchased technology and customer relationships intangible assets acquired; (iii) evaluating the appropriateness of the valuation methods; (iv) testing the completeness and accuracy of data provided by management; and (v) evaluating the reasonableness of significant assumptions related to the revenue growth rates, pre-tax income margins, the royalty rate, the obsolescence factor, and discount rates. Evaluating management’s significant assumptions related to the revenue growth rates and pre-tax income margins involved evaluating whether the significant assumptions used were reasonable considering (i) the past performance of the acquired businesses; (ii) consistency with economic and industry forecasts; and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the Company’s valuation methods; and (ii) the reasonableness of the royalty rate, the obsolescence factor, and discount rate significant assumptions. /s/ PricewaterhouseCoopers LLP New York, New York March 2, 2023 We have served as the Company’s auditor since 2016. 94 Table of Contents VROOM, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of December 31, 2022 2021 ASSETS Current Assets: Cash and cash equivalents $ 398,915 $ 1,132,325 Restricted cash (including restricted cash of consolidated VIEs of $ 24.7 million and $ 0 million, respectively) 73,095 82,450 Accounts receivable, net of allowance of $ 21.5 million and $ 8.9 million, respectively 13,967 105,433 Finance receivables at fair value (including finance receivables of consolidated VIEs of $ 11.5 million and $ 0 million, respectively) 12,939 — Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $ 305.9 million and $ 0 million, respectively) 321,626 — Inventory 320,648 726,384 Beneficial interests in securitizations 20,592 — Prepaid expenses and other current assets 58,327 55,700 Total current assets 1,220,109 2,102,292 Finance receivables at fair value (including finance receivables of consolidated VIEs of $ 119.6 million and $ 0 million, respectively) 140,235 — Property and equipment, net 50,201 37,042 Intangible assets, net 158,910 28,207 Goodwill — 158,817 Operating lease right-of-use assets 23,568 15,359 Other assets 26,004 25,033 Total assets $ 1,619,027 $ 2,366,750 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 34,702 $ 52,651 Accrued expenses 76,795 121,508 Vehicle floorplan 276,988 512,801 Warehouse credit facilities of consolidated VIEs 229,518 — Current portion of securitization debt of consolidated VIEs at fair value 47,239 — Deferred revenue 10,655 75,803 Operating lease liabilities, current 9,730 6,889 Other current liabilities 17,693 57,604 Total current liabilities 703,320 827,256 Long term debt, net of current portion (including securitization debt of consolidated VIEs of $ 32.6 million and $ 0 million at fair value, respectively) 402,154 610,618 Operating lease liabilities, excluding current portion 20,129 9,592 Other long-term liabilities 18,183 4,090 Total liabilities 1,143,786 1,451,556 Commitments and contingencies (Note 14) Stockholders’ equity: Common stock, $ 0.001 par value; 500,000,000 shares authorized as of December 31, 2022 and 2021; 138,201,903 and 137,092,891 shares issued and outstanding as of December 31, 2022 and 2021, respectively 135 135 Additional paid-in-capital 2,075,798 2,063,841 Accumulated deficit ( 1,600,692 ) ( 1,148,782 ) Total stockholders’ equity 475,241 915,194 Total liabilities and stockholders’ equity $ 1,619,027 $ 2,366,750 See accompanying notes to these consolidated financial statements . 95 Table of Contents VROOM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) Year Ended December 31, 2022 2021 2020 Revenue: Retail vehicle, net $ 1,425,842 $ 2,583,417 $ 1,072,551 Wholesale vehicle 293,528 498,981 245,580 Product, net 62,747 88,824 38,195 Finance 152,542 — — Other 14,242 13,033 1,374 Total revenue 1,948,901 3,184,255 1,357,700 Cost of sales: Retail vehicle 1,382,005 2,495,587 1,038,209 Wholesale vehicle 304,148 480,861 247,012 Finance 14,161 — — Other 3,800 5,708 934 Total cost of sales 1,704,114 2,982,156 1,286,155 Total gross profit 244,787 202,099 71,545 Selling, general and administrative expenses 566,387 547,823 245,546 Depreciation and amortization 38,290 12,891 4,598 Impairment charges 211,873 — — Loss from operations ( 571,763 ) ( 358,615 ) ( 178,599 ) Gain on debt extinguishment ( 164,684 ) — — Interest expense 40,693 21,948 9,656 Interest income ( 19,363 ) ( 10,341 ) ( 5,896 ) Revaluation of preferred stock warrant — — 20,470 Other loss (income), net 43,181 ( 65 ) ( 114 ) Loss before provision for income taxes ( 471,590 ) ( 370,157 ) ( 202,715 ) (Benefit) provision for income taxes ( 19,680 ) 754 84 Net loss $ ( 451,910 ) $ ( 370,911 ) $ ( 202,799 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 3.28 ) $ ( 2.72 ) $ ( 2.76 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 137,907,444 136,429,791 73,345,569 See accompanying notes to these consolidated financial statements. 96 Table of Contents VRO OM, INC. CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except share amounts) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity (Deficit) Balance at December 31, 2019 83,568,628 $ 874,332 8,650,922 $ 8 $ — $ ( 573,860 ) $ ( 573,852 ) Issuance of common stock — $ — 183,870 $ — $ 2,127 $ — $ 2,127 Issuance of Series H redeemable convertible preferred stock, net of issuance costs 1,964,766 26,714 — — — — — Conversion of redeemable convertible preferred stock to common stock ( 85,533,394 ) ( 901,046 ) 85,533,394 86 900,960 — 901,046 Conversion of redeemable convertible preferred stock warrant to common stock warrant — — — — 21,873 — 21,873 Issuance of common stock in IPO, net of offering costs — — 24,437,500 24 496,486 — 496,510 Issuance of common stock in follow-on public offering, net of offering costs — — 10,800,000 11 567,941 — 567,952 Repurchase of common stock — — ( 200,000 ) — ( 606 ) ( 1,212 ) ( 1,818 ) Vesting of restricted stock awards — — 3,249,346 2 3,381 — 3,383 Stock-based compensation — — — — 13,254 — 13,254 Exercise of stock options — — 598,406 1 2,340 — 2,341 Exercise of common stock warrants — — 636,112 — — — — Vesting of restricted stock units — — 237,334 — — — — Common Stock shares withheld to satisfy employee tax withholding obligations — — ( 82,915 ) — ( 2,915 ) — ( 2,915 ) Net loss — — — — — ( 202,799 ) ( 202,799 ) Balance at December 31, 2020 — $ — 134,043,969 $ 132 $ 2,004,841 $ ( 777,871 ) $ 1,227,102 Issuance of common stock for CarStory acquisition — $ — 1,066,444 $ 1 $ 38,810 $ — $ 38,811 Fair value of unvested stock options assumed in CarStory acquisition — — — — 1,017 — 1,017 Stock-based compensation — — — — 13,409 — 13,409 Exercise of stock options — — 1,409,004 2 5,764 — 5,766 Vesting of restricted stock units — — 573,474 — — — — Net loss — — — — — ( 370,911 ) ( 370,911 ) Balance at December 31, 2021 — $ — 137,092,891 $ 135 $ 2,063,841 $ ( 1,148,782 ) $ 915,194 Stock-based compensation — $ — — $ — $ 11,957 $ — $ 11,957 Vesting of restricted stock units — — 752,294 — — — — Restricted stock units issued in accordance with purchase agreement — — 356,718 — — — — Net loss — — — — — ( 451,910 ) ( 451,910 ) Balance at December 31, 2022 — $ — 138,201,903 $ 135 $ 2,075,798 $ ( 1,600,692 ) $ 475,241 See accompanying notes to these consolidated financial statements . 97 Table of Contents VROOM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2022 2021 2020 Operating activities Net loss $ ( 451,910 ) $ ( 370,911 ) $ ( 202,799 ) Adjustments to reconcile net loss to net cash used in operating activities: Impairment charges 211,873 — — Gain on debt extinguishment ( 164,684 ) — — Depreciation and amortization 38,707 13,215 4,654 Amortization of debt issuance costs 4,809 2,872 938 Realized gains on securitization transactions ( 45,589 ) — — Deferred taxes ( 23,855 ) — — Losses on finance receivables and securitization debt, net 66,839 — — Stock-based compensation expense 11,957 13,409 13,254 Provision to record inventory at lower of cost or net realizable value 1,812 9,471 6,588 Revaluation of preferred stock warrant — — 20,470 Provision for bad debt 13,406 9,416 2,340 Provision to record finance receivables held for sale at lower of cost or fair value 6,541 — — Amortization of unearned discounts on finance receivables at fair value ( 14,593 ) — — Other, net ( 7,512 ) 203 35 Changes in operating assets and liabilities: Finance receivables, held for sale Originations of finance receivables held for sale ( 625,575 ) — — Principal payments received on finance receivables held for sale 64,521 — — Proceeds from sale of finance receivables held for sale, net 509,612 — — Other ( 7,701 ) — — Accounts receivable 78,060 ( 53,206 ) ( 32,068 ) Inventory 403,924 ( 312,208 ) ( 224,489 ) Prepaid expenses and other current assets 4,146 ( 32,452 ) ( 9,117 ) Other assets ( 2,546 ) ( 9,172 ) ( 4,556 ) Accounts payable ( 24,281 ) 19,321 14,066 Accrued expenses ( 53,553 ) 61,170 28,431 Deferred revenue ( 65,148 ) 50,943 7,499 Other liabilities ( 38,325 ) 29,241 19,500 Net cash used in operating activities ( 109,065 ) ( 568,688 ) ( 355,254 ) Investing activities Finance receivables at fair value Purchases of finance receivables at fair value ( 56,484 ) — — Principal payments received on finance receivables at fair value 132,391 — — Proceeds from sale of finance receivables at fair value, net 43,262 — — Principal payments received on beneficial interests 8,341 — — Purchase of property and equipment ( 24,234 ) ( 28,413 ) ( 11,329 ) Acquisition of business, net of cash acquired of $ 47.9 million ( 267,488 ) ( 75,875 ) — Net cash used in investing activities ( 164,212 ) ( 104,288 ) ( 11,329 ) Financing activities Principal repayment under secured financing agreements ( 192,839 ) — — Proceeds from vehicle floorplan 1,403,042 2,713,350 1,242,736 Repayments of vehicle floorplan ( 1,638,855 ) ( 2,529,780 ) ( 1,086,966 ) Proceeds from warehouse credit facilities 520,800 — — Repayments of warehouse credit facilities ( 467,216 ) — — Repayments of convertible senior notes ( 90,208 ) — — Proceeds from issuance of convertible senior notes — 625,000 — Issuance costs paid for convertible senior notes — ( 16,129 ) — Proceeds from the issuance of redeemable convertible preferred stock, net — — 21,694 Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount and issuance costs — — 497,233 Proceeds from the issuance of common stock in connection with follow-on public offering, net of underwriting discount and issuance costs — — 567,952 Proceeds from exercise of stock options — 5,766 2,341 Other financing activities ( 4,212 ) ( 495 ) ( 7,955 ) Net cash (used in) provided by financing activities ( 469,488 ) 797,712 1,237,035 Net (decrease) increase in cash, cash equivalents and restricted cash ( 742,765 ) 124,736 870,452 Cash, cash equivalents and restricted cash at the beginning of period 1,214,775 1,090,039 219,587 Cash, cash equivalents and restricted cash at the end of period $ 472,010 $ 1,214,775 $ 1,090,039 (Continued on following page) 98 Table of Contents VROOM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 34,907 $ 15,964 $ 8,540 Cash paid for income taxes $ 2,409 $ 403 $ 163 Supplemental disclosure of non-cash investing and financing activities: Fair value of beneficial interests received in securitization transactions $ 30,082 $ — $ — Conversion of redeemable convertible preferred stock warrant to common stock warrant $ — $ — $ 21,873 Issuance of common stock as upfront payment to nonemployee $ — $ — $ 2,127 Issuance of common stock for CarStory acquisition $ — $ 38,811 $ — Fair value of unvested stock options assumed for acquisition of business $ — $ 1,017 $ — See accompanying notes to these consolidated financial statements . 99 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Basis of Presentation Description of Business and Organization Vroom, Inc., and its wholly owned subsidiaries (collectively, “the Company”) is an innovative, end-to-end ecommerce platform that is transforming the used vehicle industry by offering a better way to buy and a better way to sell used vehicles. In December 2015, the Company acquired Houston-based Left Gate Property Holding, LLC (d/b/a Texas Direct Auto and Vroom). The acquisition included the Company's proprietary vehicle reconditioning center, the Texas Direct Auto ("TDA") dealership, and Sell Us Your Car® centers. Left Gate Property Holding, LLC was renamed Vroom Automotive, LLC in March 2021, and is the primary operating entity for the Company's purchases and sales of used vehicles. In January 2021, the Company acquired Vast Holdings, Inc. (d/b/a CarStory). On February 1, 2022, the ("Acquisition Date"), the Company completed the acquisition of Unitas Holdings Corp. (now known as Vroom Finance Corporation), including its wholly owned subsidiaries United PanAm Financial Corp.(now known as Vroom Automotive Financial Corporation) and United Auto Credit Corporation ("UACC"). As part of the Company's previously announced Business Realignment Plan ("Realignment Plan"), initiated in the second quarter of 2022, the Company streamlined TDA's operations and closed its service center. The Company also reevaluated its reporting segments based on relative revenue and gross profit and significance in the Company's long term strategy. As a result of the quantitative analysis, the Company determined to no longer report TDA as a separate segment. Starting in the three months ended June 30, 2022, the Company is organized into three reportable segments: Ecommerce, Wholesale, and Retail Financing. The Company reclassified TDA revenue and TDA gross profit for the comparative period from the TDA reportable segment to the “All Other” category to conform to current year presentation. The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform, fees earned on sales of value-added products associated with those vehicles sales. Starting in 2022, the Ecommerce segment also includes interest income earned on finance receivables from Vroom customers that we originate through UACC to finance the vehicles we sell and gain on sales of those finance receivables once sold in a securitization transaction or forward flow arrangement that qualify for sales accounting treatment. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The Retail Financing reportable segment represents UACC’s operations with its network of third-party dealership customers, which primarily consists of the purchases and servicing of vehicle installment contracts, but excluding financing of vehicle sales to Vroom customers. The Company was incorporated in Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Company changed its name to Auto America, Inc. and on July 9, 2015, the Company changed its name to Vroom, Inc. Stock Split In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2 -for-1 forward stock split of the Company’s common stock, which became effective immediately prior to the consummation of the IPO. All shares of the Company’s common stock, stock-based instruments, and per-share data included in these consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $ 22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their option to purchase additional shares. The Company received proceeds of $ 504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $ 7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 15 - Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. 100 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Follow-on Public Offering The Company closed its follow-on public offering on September 15, 2020 in which it sold 10,800,000 shares of common stock at the public offering price of $ 54.50 per share. The Company received proceeds of $ 569.5 million from the offering, net of the underwriting discount and before deducting offering expenses of $ 1.5 million. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Comprehensive Loss The Company did no t have any other comprehensive income or loss for the years ended December 31, 2022, 2021, and 2020 . Accordingly, net loss and comprehensive loss are the same for the periods presented. Revenue Recognition Revenue consists of retail used vehicle sales, wholesale used vehicle sales, financing vehicle sales through UACC, fees earned on sales of third-party financing and value-added products to customers in connection with vehicles sales, and other revenues. Refer to Note 3 – Revenue Recognition for a discussion of the Company’s significant accounting policies related to revenue recognition. Cost of sales Cost of sales primarily includes the cost to acquire used vehicles, inbound transportation costs and direct and indirect reconditioning costs associated with preparing vehicles for resale. Reconditioning costs include parts, labor and third-party reconditioning costs directly attributable to the vehicle and allocated overhead costs. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. As a result of the acquisition of Unitas Holding Corp, cost of sales also includes interest expense incurred on securitization debt and collection expenses related to servicing finance receivables originated by UACC. Cash and Cash Equivalents Cash and cash equivalents include cash deposits at financial institutions and highly liquid investments with original maturities of three months or less. Outstanding checks that are in excess of the cash balances at certain financial institutions are included in “Accounts payable” in the consolidated balance sheets and changes in these amounts are reflected in operating cash flows in the consolidated statements of cash flows. 101 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Cash Restricted cash includes cash deposits required under the Company’s 2022 Vehicle Floorplan Facility as explained in Note 10 – Vehicle Floorplan Facility, and cash deposits of $ 12.5 million required under cash collateral agreements with certain of the Company's lenders. Additionally, starting in the first quarter of 2022, restricted cash also includes UACC restricted cash. UACC collects and services all receivables under the securitizations and warehouse credit facilities. These collections are restricted for use until properly remitted each month under the terms of the servicing agreement. Refer to Note 11 — Warehouse Credit Facilities of Consolidated VIEs and Note 13 — Long Term Debt for further detail. Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes amounts due from customers and from third-party financial institutions related to vehicle purchases. The allowance for doubtful accounts is estimated based upon historical experience, age of the balances, current economic conditions and other factors and is evaluated as of each reporting date. Increases and decreases in the allowance for doubtful accounts are recorded in “Selling, general and administrative expenses” in the consolidated statements of operations. Finance Receivables Finance receivables consist of installment contracts the Company originates through UACC to finance the vehicles it sells, as well as installment contracts acquired by UACC from its existing network of third-party dealership customers. The Company's finance receivables are generally secured by the vehicles being financed. Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Interest income is subsequently recognized only to the extent cash payments are received. Finance receivables may be restored to accrual status when a customer settles all delinquency balances and future interest and principal payments are reasonably assured. Finance Receivables Held for Sale, Net Finance receivables that the Company intends to sell and not hold to maturity are classified as held-for-sale. The Company intends to sell finance receivables either through securitization transactions or forward flow arrangements. Finance receivables classified as held for sale are recorded at the lower of cost or fair value. Deferred acquisition costs and any discounts or premiums are deferred until the finance receivables are sold and are then recognized as part of the total gain or loss on sale and recorded in “Finance Revenue” and "Product, net" in the consolidated statements of operations. The Company records a valuation allowance to report finance receivables at the lower of amortized cost basis or fair value. For purposes of determining the valuation allowance, finance receivables are evaluated collectively to determine the valuation allowance as they represent a large group of smaller-balance homogeneous loans. To the extent that actual experience differs from estimates, significant adjustments to the Company's valuation allowance may be needed. Fair value adjustments are recorded in "Other loss (income), net" in the consolidated statements of operations. Principal balances of finance receivables are charged-off when the Company is unable to sell the finance receivable and the related vehicle has been repossessed and liquidated or the receivable has otherwise been deemed uncollectible. As of December 31, 2022, the valuation allowance for finance receivables classified as held for sale was $ 10.5 million. Refer to Note 17 – Financial Instruments and Fair Value Measurements . Finance Receivables at Fair Value Finance receivables at fair value represent finance receivables for which the Company elected the fair value option on February 1, 2022 and primarily consists of the finance receivables that were underwritten prior to the Acquisition Date. From time to time, the Company accounts for certain finance receivables under the fair value designation. Fair value 102 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS adjustments are recorded in "Other loss (income), net" in the consolidated statements of operations. Refer to Note 17 – Financial Instruments and Fair Value Measurements. Consolidated CFEs The Company elected the fair value option for the initial recognition of the assets and liabilities of its consolidated VIEs related to the 2020 and 2021 UACC historical securitizations. These VIEs are consolidated collateralized financing entities (CFEs) and are accounted for using the measurement alternative in accordance with ASU 2014-13, Measuring the Financial Assets and Liabilities of a Consolidated Collateralized Financing Entity (“ASU 2014-13"). Interest income, interest expense and other loss or income associated with these CFEs are presented on the consolidated statements of operations, within the “Finance revenue”, “Finance cost of sales” and “Other loss (income), net” line items, respectively. The assets and liabilities of the CFEs are presented as part of the current and noncurrent “Finance receivables at fair value”, “Current portion of securitization debt of consolidated VIEs at fair value”, and "Long term debt, net of current portion", respectively, on the consolidated balance sheets. During the year ended December 31, 2022 , the Company recognized interest income of $ 40.9 million, interest expense of $ 3.4 million, and other net gains and losses due to changes in fair value of $ 21.0 million. Refer to Note 17 – Financial Instruments and Fair Value Measurements for further details. Inventory Inventory consists primarily of used vehicles and parts and accessories and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. The Company recognizes any necessary adjustments to reflect inventory at the lower of cost or net realizable value through adjustments to “Cost of sales” in the consolidated statements of operations. Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation and amortization. Charges for repairs and maintenance that do not improve or extend the life of the respective assets are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are written off and any resulting gains or losses are recorded during the period. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 15 years Furniture and fixtures 3 to 15 years Logistics fleet 5 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use software 1 to 10 years The Company capitalizes direct costs of materials and services utilized in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Additionally, the Company capitalizes implementation costs incurred in a cloud computing arrangement that is a service contract. The capitalized implementation costs related to a cloud computing arrangement are amortized over the term of the arrangement. Capitalized implementation costs are included in “Other assets” in the consolidated balance sheet and are amortized over the terms of the arrangements, which range between 1 and 10 years. 103 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has three reporting units: Ecommerce, Wholesale and Retail Financing. In performing its goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit is more than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test. Refer to Note 8 — Goodwill and Intangible Assets for further details on the impairment tests performed. The Company's intangible assets are amortized on a straight-line basis over the following estimated weighted average useful lives: Developed technology 7 years Trademarks 9 years Customer relationships 8 years The Company periodically reassesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Vehicle Floorplan The vehicle floorplan payable (the “Vehicle Floorplan Facility”) reflects amounts borrowed to finance the purchase of specific vehicle inventories. Portions of the Vehicle Floorplan Facility are settled on a daily basis depending on the Company’s sales and purchasing activity. The Vehicle Floorplan Facility is collateralized by vehicle inventories and certain other assets of the Company. Borrowings and repayments are presented separately and classified as financing activities within the consolidated statements of cash flows. Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as for operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is more likely than not that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in income tax expense. Stock-Based Compensation The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company accounts for forfeitures as they occur. For awards earned based on performance or upon occurrence of a contingent event, if the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. If an award is not considered probable of being earned, no amount of stock-based compensation is recognized. To the extent the estimate 104 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of awards considered probable of being earned changes, the amount of stock-based compensation recognized will also change. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of its stock options. Estimating the fair value of stock options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, which is determined based on the historical volatilities of several publicly listed peer companies as the Company has only a short trading history for its common stock, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company will continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the Company’s consolidated statement of operations. Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $ 79.7 million, $ 125.5 million, and $ 62.4 million for the years ended December 31, 2022, 2021 and 2020 , respectively. Shipping and Handling Logistics costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility are included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfill contracts with customers and are included in “Selling, general and administrative expenses” in the consolidated statements of operations and were $ 39.0 million, $ 85.8 million, and $ 30.3 million for the years ended December 31, 2022, 2021, and 2020 , respectively. Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash balances are maintained at various large, reputable financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid U.S. treasury securities and commercial paper investments. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the years ended December 31, 2022, 2021, and 2020, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of December 31, 2022 and 2021 . 105 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Liquidity The Company has had negative cash flows and generated losses from operations since inception and has historically had to rely on debt and equity financing to fund its operations. Further, the Company expects to incur additional losses in the future. On May 5, 2022, the Company approved the Realignment Plan and long-term roadmap, which was designed to position the Company for long-term profitable growth by prioritizing unit economics, reducing operating expenses and maximizing liquidity. Refer to Note 18 – Restructuring Activities for further discussion. As of December 31, 2022, the Company has cash and cash equivalents of $ 398.9 million and restricted cash of $ 73.1 million. The primary source of liquidity is cash generated through financing activities. In June 2021, the Company issued $ 625.0 million aggregate principal amount of 0.75 % unsecured Convertible Senior Notes due 2026 . In 2022, the Company repurchased $ 254.3 million in aggregate principal amount of the Notes (as defined in Note 13), net of deferred issuance costs of $ 4.9 million, for $ 90.2 million in open-market transactions. The Company recognized a gain on extinguishment of debt of $ 164.7 million for the year ended December 31, 2022. Refer to Note 13 – Long Term Debt for further discussion. The Company has a 2022 Vehicle Floorplan Facility (as defined in Note 10) with a borrowing capacity of $ 343.9 million as of December 31, 2022, of which $ 66.9 million was unutilized. The 2022 Vehicle Floorplan Facility provides a committed credit line of up to $ 500.0 million w hich is scheduled to mature on March 31, 2024. Refer to Note 10 – Vehicle Floorplan Facility for further discussion. In 2022, UACC sold $ 523.7 million of rated asset-backed securities and $ 49.6 million of residual certificates in auto loan securitization offerings for proceeds of $ 582.9 million. Refer to Note 4 – Variable Interest Entities and Securitizations for further discussion. UACC has four warehouse credit facilities with an aggregate borrowing limit of $ 850.0 million as of December 31, 2022. As of December 31, 2022, outstanding borrowings related to the Warehouse Credit Facilities were $ 229.5 million and excess borrowing capacity of $ 105.8 million. Refer to Note 11 – Warehouse Credit Facilities of Consolidated VIEs for further discussion. The Company anticipates that the existing cash and cash equivalents, the 2022 Vehicle Floorplan Facility and UACC credit facilities will be sufficient to support its operations for at least the next twelve months from the date of issuance of the consolidated financial statements. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers all series of its redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Accounting Standards Adopted In February 2016, the FASB issued, ASU 2016-02 , Leases (Topic 842) , which amends the accounting guidance on leases. The new standard requires a lessee to recognize right-of-use assets and lease obligations on the balance sheet for most lease agreements. The Company adopted Topic 842 as of January 1, 2020 using the modified 106 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $ 18.4 million of operating lease liabilities and $ 17.4 million of operating lease right-of-use assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, related to updated requirements over the disclosures of fair value measurements. Under ASU 2018-13, certain disclosure requirements for fair value measurements were eliminated, modified or added to facilitate better disclosure regarding recurring and non-recurring fair value measurements. The Company adopted the guidance on January 1, 2020 which did no t have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for most financial assets, including trade receivables, and other instruments that are not measured at fair value through net income. The Company adopted the guidance on January 1, 2020 which did no t have a material impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Tax es , which enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The Company adopted the guidance on January 1, 2021 which did no t have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the issuer’s accounting for convertible debt instruments and amended certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity. The Company early adopted the new guidance effective January 1, 2021 . There was no impact on the date of adoption. During the year ended December 31, 2021, the Company issued convertible notes. Refer to Note 13 – Long Term Debt for further discussion. Accounting Standards Issued But Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The guidance will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2021-08 will not result in a material change to the Company’s consolidated financial statements and related disclosures. 3. Revenue Recognition The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company may collect sales taxes and other taxes and government fees from customers on behalf of governmental authorities at the time of sale as required. These taxes are accounted for on a net basis and are not included in revenues or cost of sales. The Company’s revenue is disaggregated within the consolidated statements of operations and is generated from customers throughout the United States. 107 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Retail Vehicle Revenue The Company sells used vehicles to its retail customers through its ecommerce platform and TDA retail location. The transaction price for used vehicles is a fixed amount as set forth within the customer contract at the time of sale. Customers frequently trade-in their existing vehicle to apply toward the transaction price of a used vehicle. Trade-in vehicles represent non-cash consideration which the Company measures at fair value based on external and internal market data for each specific vehicle. The Company satisfies its performance obligation and recognizes revenue for used vehicle sales generally at a point in time when the vehicles are delivered to the customer for ecommerce sales or picked up by the customer for TDA sales. The revenue recognized by the Company includes the agreed upon transaction price, including any delivery charges and document fees stated within the customer contract. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. The Company receives payment for used vehicle sales directly from the customer at the time of sale or arranges financing within a short period of time following the sale. Payments received prior to delivery or pick-up at the TDA retail location of used vehicles are recorded as “Deferred revenue” within the consolidated balance sheets. The Company offers a return program for used vehicle sales and establishes a provision for estimated returns based on historical information and current trends. The reserve for estimated returns is presented gross on the consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.” Wholesale Vehicle Revenue The Company sells vehicles that do not meet its retail sales criteria through wholesale channels. Vehicles sold through wholesale channels are acquired from customers who trade-in their vehicles when making a purchase from the Company, from customers who sell their vehicles to the Company in direct-buy transactions, and from liquidation of vehicles previously listed for retail sale. The transaction price for wholesale vehicles is a fixed amount. The Company satisfies its performance obligation and recognizes revenue for wholesale vehicle sales at a point in time when the vehicle is sold. The transaction price is typically due and collected within a short period of time following the vehicle sales. Product Revenue The Company’s product revenue consists of fees earned on selling third-party financing, financing vehicle sales through UACC, and sales of value-added products, such as vehicle service contracts, guaranteed asset protection (“GAP”) and tire and wheel coverage. The Company sells third-party financing and value-added products pursuant to arrangements with the third parties that provide these products and are responsible for their fulfillment. The Company concluded that it is an agent for these transactions because it does not control the products before they are transferred to the customer. The Company recognizes product revenues on a net basis when the customer enters into an arrangement for the products, which is typically at the time of a used vehicle sale. Customers may enter into a retail installment sales contract to finance the purchase of used vehicles. The Company sells these contracts on a non-recourse basis to various financial institutions. The Company receives a fee from the financial institution based on the difference between the interest rate charged to the customer that purchased the used vehicle and the interest rate set by the financial institution. These fees are recognized upon sale and assignment of the installment sales contract to the financial institution, which occurs concurrently at the time of a used vehicle sale. A portion of the fees earned on third-party financing and value-added products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company’s exposure for these events is limited to the fees that it receives. An estimated refund liability for chargebacks against the revenue recognized from sales of these products is recorded in the period in which the related revenue is recognized and is based primarily on the Company’s historical chargeback experience. The Company updates its estimates at each reporting date. As of December 31, 2022 and December 31, 2021, the Company’s reserve for chargebacks was $ 8.2 million and $ 9.6 million, respectively, of which $ 4.4 million and $ 5.5 million, respectively, are included within “Accrued expenses” and $ 3.8 million and $ 4.1 million, respectively, are included in “Other long-term liabilities.” 108 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company also is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service policies once a required claims period has passed. The Company recognizes profit-sharing revenues to the extent it is probable that it will not result in a significant revenue reversal. The Company estimates the revenue based on historical claims and cancellation data from its customers, as well as other qualitative assumptions. The Company reassesses the estimate at each reporting period with any changes reflected as an adjustment to revenues in the period identified. As of December 31, 2022 and December 31, 2021, the Company recognized $ 22.5 million and $ 17.9 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $ 1.6 million and $ 0.9 million, respectively, are included within “Prepaid expenses and other current assets” and $ 20.9 million and $ 17.0 million, respectively, are included within “Other assets.” As a result of the UACC Acquisition (as defined below), the Company also generates ecommerce product revenue by providing Vroom customers with automotive financing solutions through its captive financing operation. The Company earns interest income on finance receivables before they are sold and proceeds from the sale of finance receivables originated by UACC for Vroom customers in securitization transactions. Refer to Note 4 – Variable Interest Entities and Securitizations. Finance Revenue The Company’s finance revenue consists of gain on the sales of finance receivables acquired by UACC from its network of third-party dealership customers, interest income earned on finance receivables held for sale, as well as interest income earned on finance receivables held in consolidated VIEs related to UACC securitization transactions consummated prior to the Acquisition Date. Refer to Note 4 – Variable Interest Entities and Securitizations. Interest income deemed uncollectible is reversed at the time the finance receivable is charged off. An account is considered delinquent if a scheduled payment has not been received by the date such payment was contractually due. Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Income is subsequently recognized only to the extent cash payments are received until the borrower is able to make periodic interest and principal payments in accordance with the finance receivable terms. Late charges and other fees are calculated at predetermined amounts or percentages of overdue finance receivable balances and are recorded on a cash basis. Servicing income represents the annual fees earned on the outstanding principal balance of the finance receivables serviced. Fees are earned monthly at an annual rate of approximately 4 % for the United Auto Credit 2022-1 securitization transaction and 3.25 % for the 2022-2 securitization transaction of the outstanding principal balance of the finance receivables serviced. Contract Costs The Company has elected, as a practical expedient, to expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within “Selling, general and administrative expenses” in the consolidated statements of operations. 4. Variable Interest Entities and Securitizations A VIE is an entity that either (i) has insufficient equity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. The Company consolidates VIEs for which it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. Assets recognized as a result of consolidating VIEs do not represent additional assets that could be used to satisfy claims against the Company's general assets. Liabilities recognized as a result of consolidating VIEs do not represent additional claims on the Company's general assets, rather they represent claims against the specific assets of the consolidated VIEs. UACC has the power to direct significant activities of its VIEs when it has the ability to exercise discretion in the servicing of financial assets or control investment decisions. UACC generally retains a portion of the economic interests in 109 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS UACC-sponsored asset-backed securitization transactions, which could be retained in the form of a portion of the senior interests, the subordinated interests, residual interests, or servicing rights. UACC has developed a securitization program that involves selling finance receivables to securitization trusts through the private issuance of asset-backed securities which are collateralized by the finance receivables. UACC establishes and sponsors these transactions which create and pass along risks to the variable interest holders, specifically, consumer credit risk and pre-payment risk. The securitization trusts established in connection with asset-backed securitization transactions are VIEs. For each VIE that UACC establishes in its role as sponsor of securitization transactions, the Company performs an analysis to determine if it is the primary beneficiary of the VIE. For all securitization transactions consummated prior to the Acquisition Date, the Company consolidated VIEs and accounted for these transactions as secured borrowings. In September 2022, UACC exercised its option to repurchase the 2020-1 securitization debt. As a result, the securitization trust was dissolved and the VIE is no longer being consolidated by the Company. UACC is the primary beneficiary of the United Auto Credit 2021-1 securitization trust, as it has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. UACC also retained a portion of the economic interests in the 2021-1 asset-backed securitization transaction, in the form of residual interests in accordance with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Risk Retention Rules"). The Risk Retention Rules require the Company to retain at least 5 % of the beneficial interests issued by the securitization trusts. Refer to Note 13 – Long Term Debt for further details. The VIE model allows for a measurement alternative when a reporting entity elects the fair value option and consolidates a collateralized financing entity (“CFE”). This measurement alternative eliminates the accounting mismatch that may arise from measurement differences between the CFE’s financial assets and third-party financial liabilities in earnings and attributes those earnings to the controlling equity interest in the consolidated income statement. The 2021-1 securitization trust consolidated by UACC meets the definition of a CFE, therefore, the Company has elected to apply the measurement alternative when consolidating this VIE. Refer to Note 17 – Financial Instruments and Fair Value Measurements for further detail. UACC has four senior secured warehouse credit facilities. Through trusts, UACC entered into warehouse facility agreements with certain banking institutions, primarily to finance the purchase and origination of finance receivables as well as to provide funding for general operating activities. These trusts are secured by eligible finance receivables which are pledged as collateral for the warehouse facilities. These trusts are consolidated VIEs. Refer to Note 11 – Warehouse Credit Facilities of Consolidated VIEs for further details on the warehouse facilities. 110 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Creditors or beneficial interest holders of VIEs for which the Company is the primary beneficiary generally have recourse only to the assets and cash flows of the VIEs and do not have recourse to the Company. The following table presents the total assets and total liabilities associated with the Company's variable interests in consolidated VIEs, as classified in the consolidated balance sheets (in thousands): As of December 31, 2022 Securitization Vehicles Warehouse Facilities 1 Total Current Assets: Restricted cash $ 9,023 $ 15,654 $ 24,677 Finance receivables at fair value 5,336 6,156 11,492 Finance receivables held for sale — 305,917 305,917 Other assets 797 1,561 2,358 Total Current Assets 15,156 329,288 344,444 Finance receivables at fair value 72,568 47,024 119,592 Total Assets $ 87,724 $ 376,312 $ 464,036 Current Liabilities: Current portion of securitization debt $ 47,239 $ — $ 47,239 Warehouse credit facilities — 229,518 229,518 Total Current Liabilities 47,239 229,518 276,757 Securitization debt, net of current portion 32,590 — 32,590 Other liabilities 90 1,316 1,406 Total Liabilities $ 79,919 $ 230,834 $ 310,753 1 Refer to Note 11 – Warehouse Credit Facilities of Consolidated VIEs for further details of the warehouse facilities. The Company did not have any consolidated VIEs for the year ended December 31, 2021. UACC establishes securitization trusts to purchase finance receivables. The securitization trusts issue asset-backed securities, which are collateralized by the finance receivables that UACC sells to the securitization trusts. Upon sale of the finance receivables to the securitization trusts, the Company recognizes a gain or loss on sales of finance receivables. On February 16, 2022 and July 14, 2022, UACC sold pools of finance receivables in the United Auto Credit 2022-1 and 2022-2 securitization transactions, respectively. The Company receives net proceeds from the sales in the form of cash plus at least 5 % of the beneficial interests issued by the securitization trusts to comply with risk retention rules. During the year ended December 31, 2022 the Company sold $ 523.7 million of rated asset-backed securities and $ 49.6 million of residual certificates through securitization transactions. The total gain related to finance receivables sold pursuant to securitization transactions was $ 45.6 million for the year ended December 31, 2022. UACC retained the servicing rights to these finance receivables and received beneficial interests in the form of asset-backed securities. UACC owns an insignificant portion of these securities and receives an at market servicing fee. The 2022-1 and 2022-2 securitization trusts are VIEs that the Company does not consolidate. As the servicer, UACC retained the power to direct the activities that are most significant to the entities, however, the Company concluded that it is not the primary beneficiary of the United Auto Credit 2022-1 and 2022-2 securitization trusts because UACC retained interests in the VIEs are insignificant. The beneficial interest retained by UACC included rated notes and unrated residual certificates issued by the 2022-1 and 2022-2 securitization trusts. UACC has no obligation to repurchase or replace any securitized asset that subsequently becomes delinquent in payment or otherwise is in default, except when representations and warranties about the eligibility of the securitized assets are breached, or when certain changes are made to the underlying asset contracts. Securitization investors have no recourse to UACC or its other assets and have no right to require UACC to repurchase the investments. UACC has no obligation to provide liquidity or contribute cash or additional assets to the VIEs and does not guarantee any asset-backed securities. As of December 31, 2022, the assets UACC retains in the unconsolidated VIEs were approximately $ 20.6 million and are included in "Beneficial interests in securitizations" in the Company's consolidated balance sheet. The beneficial 111 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS interests in securitizations are subject to restrictions on transfer pursuant to UACC’s obligations as a sponsor under Risk Retention Rules. These securities are interests in securitization trusts, thus there are no contractual maturities. The following table summarizes the amortized cost, the carrying amount, which is the fair value, and the maximum exposure to losses of UACC's assets related to unconsolidated VIEs (in thousands): As of December 31, 2022 Aggregate Principal Balance Carrying Value Total Exposure Rated notes $ 19,233 $ 18,664 $ 18,664 Certificates — 1,928 1,928 Other assets 310 310 310 Total unconsolidated VIEs $ 19,543 $ 20,902 $ 20,902 Total exposure represents the estimated loss UACC would incur under severe, hypothetical circumstances, such as if the value of the interests in the securitization trusts and any associated collateral declined to zero. The Company believes the possibility of this is remote. As such, the total exposure presented above is not an indication of the Company's expected losses. 5. Acquisitions UACC Acquisition On February 1, 2022 , the Company completed the acquisition (the "UACC Acquisition") of 100 % of Unitas Holdings Corp., a Delaware corporation, including its wholly owned subsidiaries United PanAm Financial Corp. and UACC. Unitas Holdings Corp. (now known as Vroom Finance Corporation), United PanAm Financial Corp. (now known as Vroom Automotive Financial Corporation) and UACC, as well as their other subsidiaries, are now wholly owned subsidiaries of the Company. This acquisition accelerates the Company's strategy of establishing a captive financing arm and underwriting vehicle financing for its customers, the results of which are included within the Ecommerce reporting segment. UACC will also continue its current operations with its network of third-party dealership customers, including the purchases and servicing of vehicle installment contracts, which constitutes the separate Retail Financing reporting segment. The cash consideration transferred was approximately $ 315.4 million at the Acquisition Date, inclusive of immaterial measurement period adjustments. The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the Acquisition Date, inclusive of immaterial measurement period adjustments (in thousands): Fair Value Cash and cash equivalents $ 5,294 Restricted cash 42,631 Finance receivables at fair value 296,927 Finance receivables, held for sale 263,393 Intangible assets 156,000 Goodwill 42,886 Other assets 25,934 Total assets acquired $ 833,065 Warehouse credit facilities ( 178,067 ) Long term debt ( 285,704 ) Deferred tax liability ( 23,855 ) Other liabilities ( 30,026 ) Total liabilities assumed $ ( 517,652 ) Net assets acquired $ 315,413 The estimated fair value of the finance receivables that were designated as held for sale were determined using the discounted cash flow method under the income approach. The Company determined the fair value of these finance receivables utilizing sales prices based on an estimated securitization transaction, adjusted for transaction costs, risk and 112 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS a normal profit margin associated with securitization transactions. The significant assumptions used in the valuation were discount rate, prepayment rate, cumulative net losses, weighted average interest rate and recovery rate. Such fair value measurement of finance receivables held for sale is considered Level 3 of the fair value hierarchy. The Company acquired two types of finance receivables that are accounted for under the fair value option: (i) those that were sold in one of the securitization transactions that UACC completed in 2019, 2020 or 2021, and (ii) those that were not eligible to be sold in future securitization transactions. The estimated fair value of the finance receivables that were previously sold were valued using the measurement alternative by reference to the fair value of the securitization debt. See Note 17 – Financial Instruments and Fair Value Measurements for more information regarding the measurement alternative and the fair value of these finance receivables. The fair value of the ineligible finance receivables was determined using a discounted cash flow method under the income approach. The significant assumptions used in the valuation were discount rate and recovery rate. Such fair value measurement of finance receivables accounted for under the fair value option is considered Level 3 of the fair value hierarchy. The estimated fair value of the securitization debt of consolidated VIEs was determined using the discounted cash flow method under the income approach. The significant assumption used in the valuation was the yield. Such fair value measurement of securitization debt is considered Level 3 of the fair value hierarchy. The estimated fair value of the warehouse credit facilities of consolidated VIEs approximated its carrying value due to the proximity of the Acquisition Date to the payoff date. These notes were acquired on February 1, 2022, as part of the UACC Acquisition and were paid off with the proceeds from the 2022-1 securitization that UACC completed on February 16, 2022. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill which is not deductible for tax purposes. Goodwill is primarily attributable to the workforce of the acquired business as well as benefits related to integrating UACC’s financing operations to establish a captive financing arm and underwrite vehicle financing for the Company's customers. All of the goodwill was assigned to the Ecommerce reporting unit. The following table summarizes the identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted Average Useful Life Purchased technology $ 83,000 7 Customer relationships 66,000 8 Trade name 7,000 10 $ 156,000 Purchased technology represents the fair value of UACC’s proprietary technology used to support all aspects of their business including underwriting, servicing, and risk management. The estimated fair value of the purchased technology was determined using a relief-from-royalty method under the income approach. The significant assumptions used in the relief-from-royalty method include estimates about future expected cash flows from the purchased technology, including the revenue growth rates, the royalty rate, the obsolescence factor and the discount rate. Customer relationships represents UACC's relationship with its network of dealer customers. UACC has expertise in the non-prime credit dealer market serving as the key link between independent dealerships and consumers. UACC has developed expertise and robust relationships in the independent dealer market as demonstrated by its active dealership network. The estimated fair value of the customer relationships was determined using a multi-period excess earnings method under the income approach. The significant assumptions used in the multi-period excess earnings method include estimates about future expected cash flows from the customer relationships, including pre-tax income margins and the discount rate. Trade name represents the value of the UACC trade name. The UACC brand is an important factor in the marketing of UACC’s services to prospective dealership customers. The fair value of the trade name acquired was determined using a relief-from-royalty method under the income approach. The significant assumptions used in the relief-from-royalty method include future expected cash flows from the trade name, the royalty rate, and the discount rate. 113 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The fair values assigned to assets acquired and liabilities assumed are based on management’s estimates and assumptions. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, as well as the liabilities assumed is final as of December 31, 2022. The transaction costs associated with the UACC Acquisition were $ 5.7 million for the year ended December 31, 2022 and $ 5.1 for the year ended December 31, 2021, and are included within "Selling, general and administrative expenses" in the consolidated statement of operations. The aggregate revenue and net income of UACC consolidated into the Company’s financial statements from the date of the acquisition was $ 167.8 million and $ 26.7 million for the year ended December 31, 2022, respectively. Unaudited Pro Forma Information The unaudited pro forma financial information in the table below summarizes the combined results of the Company and UACC, as though the companies had been combined on January 1, 2021. The pro forma adjustments include incremental amortization of intangible assets, adjustments to reflect non-recurring acquisition-related costs of $ 5.7 million as of the beginning of the 2021 annual reporting period, a non-recurring tax adjustment of $ 24.1 million for the year ended December 31, 2022, and a non-recurring tax benefit of $ 34.9 million for the year ended December 31, 2021. The pro forma information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021 or that may occur in the future, and does not reflect future synergies, integration costs, or other such costs or savings. The pro forma information for the years ended December 31, 2022 and 2021 is as follows: Year ended December 31, 2022 2021 Total revenue $ 1,964,372 $ 3,356,786 Net loss $ ( 464,101 ) $ ( 280,614 ) CarStory Acquisition On January 7, 2021 , the Company completed the acquisition of 100 % of Vast Holdings, Inc. (d/b/a CarStory), a leader in AI-powered analytics and digital services for automotive retail. Leveraging its machine learning, CarStory brings predictive market data to the Company’s national ecommerce and vehicle operations platform. CarStory continues to offer its digital retailing services to dealers, automotive financial services companies and others in the automotive industry. The financial results of CarStory were included in the consolidated financial statements from the date of acquisition. The transaction costs associated with its acquisition were not material for the year ended December 31, 2021. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements. The fair value of the consideration transferred was approximately $ 116.6 million, inclusive of immaterial measurement period adjustments, and consisted of the following (in thousands): Fair Value Cash $ 76,740 Common stock issued (1) 38,811 Fair value of unvested stock options assumed (2) 1,017 Total $ 116,568 (1) The Company issued 1,066,444 shares of common stock, net of 5,673 shares cancelled to satisfy working capital adjustment,. The fair value of common stock was determined based on the closing market price on the date of acquisition discounted for a lack of marketability of 10.0 % to account for the 180 day lock up period. (2) The fair value of the unvested stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0392 was applied to convert CarStory’s outstanding equity awards for CarStory's common stock into equity awards for shares of the Company's common stock. 114 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date, inclusive of immaterial measurement period adjustments which were finalized in the year ended December 31, 2021 (in thousands): Fair Value Cash and cash equivalents $ 865 Accounts receivable, prepaid expenses and other current assets 1,330 Property and equipment and other assets 371 Intangible Assets 34,300 Goodwill 80,645 Current liabilities ( 943 ) Net assets acquired $ 116,568 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill which is not deductible for tax purposes. Goodwill is primarily attributable to the workforce of the acquired business and benefits related to expanded market opportunities from integrating CarStory's technology with the Company's ecommerce offerings. All of the goodwill was assigned to the ecommerce reporting unit. The following table summarizes the final identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted Average Useful Life Developed technology $ 25,700 5 Trademarks 5,200 8 Customer relationships 3,400 8 Total intangible assets subject to amortization $ 34,300 Developed technology, most of which is protected by a patent portfolio, represents the fair value of CarStory’s industry-specific AI powered analytics software. Trademarks represent the CarStory trademarks, trade names and domain names. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair value of the intangible assets acquired was determined using a discounted cash flow method under the income approach. Under this approach, the Company estimates future cash flows and discounts these cash flows at a rate of return that reflects the Company’s relative risk. 6. Inventory Inventory consisted of the following (in thousands): December 31, 2022 2021 Vehicles $ 317,994 $ 724,542 Parts and accessories 2,654 1,842 Total inventory $ 320,648 $ 726,384 As of December 31, 2022 and 2021, “Inventory” includes an adjustment of $ 24.2 million and $ 22.4 million, respectively, to record the balances at the lower of cost or net realizable value. 115 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Equipment $ 3,357 $ 1,011 Furniture and fixtures 1,896 2,244 Logistics fleet 32,468 22,810 Leasehold improvements 6,577 7,161 Internal-use software 30,725 18,423 Other 8,081 5,811 83,104 57,460 Accumulated depreciation and amortization ( 32,903 ) ( 20,418 ) Property and equipment, net $ 50,201 $ 37,042 Depreciation and amortization expense was $ 13.4 million, $ 7.1 million and $ 4.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. Depreciation and amortization expense included within “Cost of sales” in the consolidated statements of operations was $ 0.4 million, $ 0.3 million, and $ 0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. Implementation costs capitalized and accumulated amortization related to the Company’s cloud computing arrangements were $ 7.7 million and $ 4.6 million as of December 31, 2022 , respectively, and $ 8.1 million and $ 2.4 million as of December 31, 2021, respectively, and were included within “Other assets” in the consolidated balance sheets. Amortization expense of $ 2.3 million, $ 1.4 million, and $ 0.7 million was included within “Selling, general and administrative expenses” in the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020, respectively. The Company incurred impairment charges related to "Property and equipment, net" and "Other assets" of $ 0.3 million and $ 3.4 million, respectively, for the year ended December 31, 2022 and are included in "Impairment charges" in the consolidated statements of operations. These charges consist of costs capitalized related to the Company's internal-use software and implementation costs for cloud computing arrangements that are no longer in use. 8. Goodwill and Intangible Assets Goodwill The following table summarizes the activity in the carrying value of goodwill by reporting unit for the years ended December 31, 2022, and 2021 (in thousands): Ecommerce Wholesale TDA Total Balance as of December 31, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Acquisition 80,645 — — 80,645 Balance as of December 31, 2021 $ 152,876 $ 1,720 $ 4,221 $ 158,817 Acquisition 42,886 — — 42,886 Goodwill impairment charge ( 195,762 ) ( 1,720 ) ( 4,221 ) ( 201,703 ) Balance as of December 31, 2022 $ — $ — $ — $ — As of March 31, 2022, a quantitative interim goodwill impairment assessment was performed over the Company's reporting units due to further sustained declines in the Company's and comparable companies' stock prices during the three months ended March 31, 2022. The Company estimated the fair value of the Ecommerce, Wholesale, and TDA reporting units using the discounted cash flow method under the income approach. The significant assumptions used in the valuation include revenue growth rates, future gross profit margins and operating expenses used to calculate projected future cash flows, 116 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS determination of the weighted average cost of capital, and future economic and market conditions. The terminal value is based on an exit revenue multiple which requires significant assumptions regarding the selection of appropriate multiples that consider relevant market trading data. The Company bases its estimates and assumptions on its knowledge of the automotive and ecommerce industries, recent performance, expectations of future performance and other assumptions the Company believe to be reasonable. The Company determined that the estimated fair value of the Ecommerce, Wholesale, and TDA reporting units was less than their carrying amounts. The Company recorded a goodwill impairment charge of $ 201.7 million in the consolidated statements of operations for the year ended December 31, 2022. No goodwill impairment charges were recorded for the years ended December 31, 2021 and 2020. Refer to Note 5 – Acquisitions for more information related to the acquisitions that occurred in the year ended December 31, 2022 and 2021. Intangible Assets Intangible assets, net consisted of the following (in thousands): December 31, 2022 December 31, 2021 Gross Carrying Value Accumulated Amortization Carrying Value Gross Carrying Value Accumulated Amortization Carrying Value Developed and Purchased Technology $ 108,700 $ ( 21,053 ) $ 87,647 $ 25,700 $ ( 5,043 ) $ 20,657 Customer Relationships 69,400 ( 8,661 ) 60,739 5,240 ( 673 ) 4,567 Trademarks and Trade names 12,200 ( 1,676 ) 10,524 3,400 ( 417 ) 2,983 Total intangible assets $ 190,300 $ ( 31,390 ) $ 158,910 $ 34,340 $ ( 6,133 ) $ 28,207 Refer to Note 5 – Acquisitions for more information related to the acquisitions that occurred in the years ended December 31, 2022 and 2021. Amortization expense for intangible assets was $ 25.3 million, $ 6.1 million and $ 0.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. The estimated amortization expense for intangible assets subsequent to December 31, 2022, consists of the following (in thousands): Year Ending December 31: 2023 $ 27,022 2024 27,022 2025 27,022 2026 21,979 2027 21,882 Thereafter 33,983 $ 158,910 117 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. Accrued Expenses and Other Current Liabilities The Company’s accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued marketing expenses $ 2,093 $ 17,546 Vehicle related expenses 14,789 36,459 Sales taxes 5,983 39,163 Accrued compensation and benefits 28,276 16,150 Accrued professional services 3,488 4,225 Accrued legal settlements (1) 7,383 — Interest payable 3,990 1,718 Other 10,793 6,247 Total accrued expenses $ 76,795 $ 121,508 (1) Accrued legal settlements are primarily related to legal challenges stemming from operational challenges created by the Company's prior rapid growth, which resulted in additional costs incurred, including legal settlements. The Company’s other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Vehicle payable $ 3,617 $ 30,647 Reserve for estimated returns 3,919 26,522 Insurance payable 4,551 - State income tax payable 4,041 420 Other 1,565 15 Total other current liabilities $ 17,693 $ 57,604 10. Vehicle Floorplan Facility In November 2022, the Company amended the 2020 Vehicle Floorplan Facility to, among other things, decrease the line of credit from $ 700.0 million to $ 500.0 million and extend the maturity date to March 31, 2024 (as amended, the “2022 Vehicle Floorplan Facility”). In addition, the amendment modifies the amount of credit available to the Company on a monthly basis to the product of (1) the greater of five times the aggregate number of retail units sold during the most recent month for which information is available or the aggregate number of retail units sold during the five most recent months for which information is available and (2) the greater of the average outstanding floorplan balance of all vehicles on the floorplan as of the immediately preceding month-end or the average monthly outstanding floorplan balance of all vehicles on the floorplan as of month-end for the immediately preceding five months. As of December 31, 2022, the borrowing capacity of the 2022 Vehicle Floorplan Facility was $ 343.9 million, of which $ 66.9 million was unutilized. The amendment also provides that the Company may elect to increase its monthly credit line availability by an additional $ 25.0 million during any four months in the period from November 1, 2022 through March 31, 2024, subject to the maximum $ 500.0 million credit limit. The 2022 Vehicle Floorplan Facility will allow for more flexibility in the Company's borrowing capacity. Consistent with the terms of the 2020 Vehicle Floorplan Facility, the Company and Vroom Automotive, LLC have provided Ally with a guaranty of payment of all amounts owed under the 2022 Vehicle Floorplan Facility as well as a security interest in all or substantially all tangible, intangible, and other personal property of Vroom, Inc., to secure obligations under the 2022 Vehicle Floorplan Facility. 118 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The 2022 Vehicle Floorplan Facility bears interest at a rate equal to the Prime Rate, announced per annum by Ally Bank, plus 175 basis points. Additionally, the Company is subject to amended covenants and events of default. The Company is required to maintain a certain level of equity in the vehicles that are financed, to maintain at least 20.0 % of the credit line in cash and cash equivalents, and to maintain a minimum required balance with Ally of at least 12.5 % of the daily floorplan principal balance outstanding through December 31, 2022 and 15.0 % effective January 1, 2023. The Company was required to pay a commitment fee upon execution of the 2022 Vehicle Floorplan Facility. The Company previously entered into a vehicle floorplan facility (the "2020 Vehicle Floorplan Facility") with Ally Bank and Ally Financial in March 2020, as subsequently amended. The 2020 Vehicle Floorplan provided a committed credit line of up to $ 700.0 million. The amount of credit available was determined on a monthly basis based on a calculation that considered average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. Outstanding borrowings related to the 2020 Vehicle Floorplan Facility were due as the vehicles financed were sold, or in any event, on the maturity date. The 2020 Vehicle Floorplan Facility bore interest at a rate equal the Prime Rate, announced per annum by Ally Bank, plus 105 basis points. The 2020 Vehicle Floorplan Facility was collateralized by the Company’s vehicle inventory and certain other assets and the Company was subject to covenants that required it to maintain a certain level of equity in the vehicles that were financed, to maintain at least 7.5 % of the credit line in cash and cash equivalents, and to maintain 10 % of the daily floorplan principal balance outstanding on deposit with Ally Bank. The Company was required to pay an availability fee each quarter on the average unused capacity from the prior quarter if it was greater than 50 % of the calculated floorplan allowance, as defined. As of December 31, 2022 and 2021, outstanding borrowings on the vehicle floorplan facilities were $ 277.0 million and $ 512.8 million, respectively. Cash deposits required under the vehicle floorplan facilities of $ 34.6 million and $ 50.6 million are classified as "Restricted cash" within the consolidated balance sheets as of December 31, 2022 and 2021, respectively. Interest expense incurred by the Company for the vehicle floorplan facilities was $ 26.8 million, $ 17.7 million and $ 9.7 million for the years ended December 31, 2022, 2021, and 2020 , respectively, which are recorded within “Interest expense” in the consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 9.25 % and 4.30 % as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company was in compliance with all covenants related to the vehicle floorplan facilities. In connection with the vehicle floorplan facilities, the Company entered into credit balance agreements with Ally Bank and Ally Financial that permit the Company to deposit cash with the bank for the purpose of reducing the amount of interest payable for borrowings. Interest credits earned by the Company were $ 15.9 million, $ 10.1 million, and $ 5.4 million for the years ended December 31, 2022, 2021, and 2020 , respectively, which are recorded within “Interest income” in the consolidated statements of operations. 119 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Warehouse Credit Facilities of Consolidated VIEs UACC has four senior secured warehouse facility agreements (the “Warehouse Credit Facilities”) with banking institutions as of December 31, 2022 , including the new senior secured warehouse facility agreement entered into in November 2022 to fund near-prime assets. The Warehouse Credit Facilities are collateralized by eligible finance receivables and available borrowings are computed based on a percentage of eligible finance receivables. As of December 31, 2022, the Company had excess borrowing capacity of $ 105.8 million on UACC's Warehouse Credit Facilities. The terms of the Warehouse Credit Facilities include the following: Facility One Facility Two Facility Three Facility Four Execution date May 30, 2012 November 19, 2013 July 11, 2019 November 18, 2022 Maturity date July 20, 2024 September 27, 2024 May 24, 2024 December 12, 2024 Aggregate borrowings limit (in thousands) $ 200,000 $ 200,000 $ 200,000 $ 250,000 Aggregate principal Balance of Finance Receivables Pledged as Collateral as of December 31, 2022 (in thousands) $ 143,919 $ 142,503 $ 126,636 $ — Outstanding Balance as of December 31, 2022 (in thousands) $ 110,602 $ 19,615 $ 101,435 $ — Restricted cash as of December 31, 2022 (in thousands) $ 8,110 $ 2,007 $ 5,537 $ — As of December 31, 2022, the Company's weighted average interest rate on the Warehouse Credit Facilities borrowings was approximately 6.19 %. The Company's ability to utilize its Warehouse Credit Facilities is primarily conditioned on the satisfaction of certain legal, operating, administrative and financial covenants contained within the agreements. These include covenants that require the Company to maintain a minimum tangible net worth, minimum liquidity levels, specified leverage ratios and certain indebtedness levels. Failure to satisfy these and or any other requirements contained within the agreements would restrict access to the Warehouse Credit Facilities. Certain breaches of covenants may also result in acceleration of the repayment of borrowings prior to the scheduled maturity. As of December 31, 2022 , the Company was in compliance with all covenants related to the Warehouse Credit Facilities. 12. Leases The Company’s leasing activities primarily consist of real estate leases for its operations, including office space, the Company’s reconditioning facility, the Company’s Sell Us Your Car centers, parking lots, other facilities and equipment used in the normal course of business. The real estate leases have terms ranging from three months to nine years . The Company assesses whether each lease is an operating or finance lease at the lease commencement date. The Company does not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2022, the Company had additional operating leases that have not yet commenced with future lease payments of approximately $ 16.4 million. The leases are expected to commence over the next 12 months with initial lease terms of approximately 7 years. The Company’s real estate leases often require it to make payments for maintenance in addition to rent as well as payments for real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable costs which are based on actual expenses incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the right-of-use asset and lease liability but are reflected as variable lease expenses. Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheet and expense for these leases are recognized on a straight-line basis over the lease term. 120 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Options to extend or terminate leases Certain of the Company’s real estate leases include one or more options to renew , with renewal terms that can extend the lease term from one to five years . The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the Company’s right-of-use assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease term and discount rate The weighted-average remaining lease term and discount rate for the Company’s operating leases, excluding short-term operating leases, were 4.2 years and 5.8 % as of December 31, 2022 , respectively, 2.7 years and 3.4 % as of December 31, 2021 , respectively, and 3.5 years and 3.4 % as of December 31, 2020, respectively. As the rate implicit in the lease is generally not readily determinable for the Company’s operating leases, the discount rates used to determine the present value of the Company’s lease liabilities are based on the Company’s incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease costs and activity The Company’s lease costs and activity for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Lease Cost Operating lease cost $ 8,402 $ 6,919 $ 5,503 Short-term lease cost 690 1,660 350 Variable lease cost 3,810 2,921 1,915 Sublease income ( 72 ) ( 196 ) ( 445 ) Net lease cost $ 12,830 $ 11,304 $ 7,323 Year Ended December 31, 2022 2021 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,322 $ 6,806 $ 5,524 Right-of-use assets obtained in exchange for operating lease liabilities $ 19,896 $ 1,599 $ 4,600 As a result of the Realignment Plan beginning in the second quarter of 2022, the Company incurred impairment charges related to operating lease right-of-use assets of $ 6.5 million for the year ended December 31, 2022. These charges consist of costs associated with planned facility closures that will continue to be incurred under the contract for its remaining term without economic benefit to the Company. Refer to Note 18 — Restructuring Activities for further detail. 121 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Maturity of Lease Liabilities The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s consolidated balance sheet as of December 31, 2022 were as follows (in thousands): 2023 11,306 2024 8,533 2025 4,290 2026 3,232 2027 2,787 Thereafter 4,308 Total lease payments 34,456 Less: interest ( 4,597 ) Present value of lease liabilities $ 29,859 Operating lease liabilities, current $ 9,730 Operating lease liabilities, noncurrent 20,129 Total operating lease liabilities $ 29,859 13. Long Term Debt Debt instruments, excluding the 2022 Vehicle Floorplan Facility, which is discussed in Note 10 — Vehicle Floorplan Facility, and warehouse credit facilities of consolidated VIEs, which are discussed in Note 11 — Warehouse Credit Facilities of Consolidated VIEs, consisted of the following (in thousands): December 31, 2022 2021 Current portion of securitization debt of consolidated VIEs $ 47,239 $ — Convertible senior notes 359,254 610,618 Securitization debt of consolidated VIEs, net of current portion 32,590 — Junior subordinated debentures 10,310 — Long term debt, net of current portion $ 402,154 $ 610,618 Total debt $ 449,393 $ 610,618 Convertible Senior Notes On June 18, 2021, the Company issued $ 625.0 million aggregate principal amount of 0.75 % unsecured Convertible Senior Notes due 2026 (the “Notes”), including $ 75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the overallotment option granted to the initial purchasers. The Notes were issued pursuant to an indenture (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022 . The Notes will mature on July 1, 2026 , subject to earlier repurchase, redemption or conversion. The total net proceeds from the offering, after deducting commissions paid to the initial purchasers and debt issuance costs paid to third-parties, were approximately $ 608.9 million. 122 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Each $ 1,000 principal amount of the Notes will initially be convertible into 17.8527 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $ 56.01 per share, subject to adjustment upon the occurrence of specified events. The Notes are convertible, at the option of the noteholders, on or after April 1, 2026. Prior to April 1, 2026 , the Notes are convertible only under the following circumstances: • During any fiscal quarter commencing after the fiscal quarter ending on September 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price of the Notes on each applicable trading day; • During the five consecutive business day period after any ten consecutive trading day period in which the trading price per $ 1,000 principal amount of the Notes for each day of that ten consecutive trading day period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate of the Notes on such trading day; • If the Company calls any or all of the Notes for redemption; or • Upon the occurrence of specific corporate events such as a change in control or certain beneficial distributions to common stockholders (as set forth in the Indenture). The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The Company may not redeem the Notes prior to July 6, 2024. On or after July 6, 2024, the Company may redeem all or any portion of the Notes for cash equal to 100 % of the principal amount of the Notes being redeemed plus any accrued and unpaid interest if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100 % of the principal amount of the Notes plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate by pre-defined amounts for a holder who elects to convert their Notes in connection with such a corporate event. During the years ended December 31, 2022 and 2021, the conditions allowing holders of the Notes to convert were not met. In 2022, the Company repurchased $ 254.3 million in aggregate principal amount of the Notes, net of deferred issuance costs of $ 4.9 million, for $ 90.2 million in open-market transactions. The Company recognized a gain on extinguishment of debt of $ 164.7 million for the year ended December 31, 2022. The Company accounts for the Notes as a single liability-classified instrument measured at amortized cost. As of December 31, 2022 , the unamortized debt discount and debt issuance costs was $ 6.5 million and the net carrying value was $ 359.3 million. A s of December 31, 2021, the unamortized debt discount and debt issuance costs was $ 14.4 million and the net carrying value was $ 610.6 million. The Notes were issued at par value and fees associated with the issuance of these Notes are amortized to interest expense using the effective interest method over the contractual term of the Notes. The interest expense for the years ended December 31, 2022 and 2021 were $ 7.2 million and $ 4.3 million, respectively. The effective interest rate of the Notes is 1.3 %. 123 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Securitization Debt of Consolidated VIEs The securitization debt was issued under UACC's pre-acquisition securitization program. The Company elected to account for the securitization debt under the fair value option on February 1, 2022 using the measurement alternative. Fair value adjustments are recorded in "Other loss (income), net" in the consolidated statements of operations. Refer to Note 17 – Financial Instruments and Fair Value Measurements. For all securitization transactions consummated prior to the Acquisition Date, the Company consolidated VIEs and accounted for these transactions as secured borrowings. Refer to Note 4 – Variable Interest Entities and Securitizations for further discussion. UACC retained the servicing rights for the finance receivables that were securitized; therefore, is responsible for the administration and collection of the amounts owed under the contracts. The securitization agreements also require certain funds to be held in restricted cash accounts to provide additional collateral for the borrowings or to be applied to make payments on the securitization debt. Restricted cash under the various agreements totaled approximately $ 9.0 million as of December 31, 2022. Upon the issuance of the securitization debt, UACC retained the right to receive excess cash flows over time from the underlying pool of securitized transactions. The wholly owned bankruptcy remote subsidiaries of UACC were formed to facilitate the above asset-backed financing transactions. Bankruptcy remote refers to a legal structure in which it is expected that the applicable entity would not be included in any bankruptcy filing by its parent or affiliates. All of the assets of these subsidiaries have been pledged as collateral for the related debt. None of the assets of these subsidiaries are available to pay other creditors of the Company or its affiliates. The securitization debt issued is included in “Current portion of securitization debt of consolidated VIEs at fair value” and "Long term debt, net of current portion" on the consolidated balance sheet. The securitization debt of consolidated VIEs consisted of the following (in thousands): As of December 31, 2022 Series Final Scheduled Payment Date Initial Principal Contractual Interest Rate Outstanding Principal Fair Value United Auto Credit 2021-1-C June 10, 2026 $ 29,640 0.84 % $ 18,466 $ 18,322 United Auto Credit 2021-1-D June 10, 2026 29,380 1.14 % 29,380 28,481 United Auto Credit 2021-1-E June 10, 2026 20,800 2.58 % 20,800 19,685 United Auto Credit 2021-1-F September 10, 2027 13,910 4.30 % 13,910 13,341 $ 93,730 $ 82,556 $ 79,829 In September 2022, UACC exercised its option to repurchase the 2020-1 securitization debt for a total redemption price of $ 46.9 million. The final scheduled payment date represents final legal maturity of the remaining balance sheet securitization debt. Securitization debt is expected to become due and to be paid prior to those dates, based on amortization of the finance receivables pledged to the Trusts. Expected payments, which will depend on the performance of such receivables, as to which there can be no assurance, are $ 41.7 million in 2023, $ 26.7 million in 2024, $ 12.6 million in 2025 and $ 1.5 million in 2026. The aggregate principal balance and the fair value of finance receivables pledged to the securitization debt consists of the following (in thousands): As of December 31, 2022 Aggregate Principal Balance Fair Value United Auto Credit 2021-1 $ 84,477 $ 77,904 Total finance receivables of CFEs $ 84,477 $ 77,904 124 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Junior Subordinated Debentures On July 31, 2003, UACC issued junior subordinated debentures (trust preferred securities) of $ 10.0 million through a subsidiary, UPFC Trust I. The trust issuer is a 100 percent owned finance subsidiary and the securities are fully and unconditionally guaranteed by UACC. The interest is paid quarterly at a variable rate, equal to the three-month LIBOR plus 3.05 percent. The final maturity of these securities is on October 7, 2033 ; however, they can be called at par any time at the Company’s discretion. 14. Commitments and Contingencies Litigation From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business and an unfavorable resolution of any of these matters could materially affect the Company’s future results of operations, cash flows or financial position. The Company is also party to various disputes that the Company considers routine and incidental to its business. The Company does not expect the results of any of these routine actions to have a material effect on the Company’s business, results of operations, financial condition, or cash flows. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. Beginning in March 2021, multiple putative class actions were filed in the U.S. District Court for the Southern District of New York by certain of the Company’s stockholders against the Company and certain of the Company’s officers alleging violations of federal securities laws. The lawsuits were captioned Zawatsky et al. v. Vroom, Inc. et al., Case No. 21-cv-2477; Holbrook v. Vroom, Inc. et al., Case No. 21-cv-2551; and Hudda v. Vroom, Inc. et al., Case No. 21-cv-3296. All three of the lawsuits asserted similar claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5. In each case, the named plaintiff(s) sought to represent a proposed class of all persons who purchased or otherwise acquired the Company’s securities during a period from June 9, 2020 to March 3, 2021 (in the case of Holbrook and Hudda), or November 11, 2020 to March 3, 2021 (in the case of Zawatsky). In August 2021, the Court consolidated the cases under the new name In re: Vroom, Inc. Securities Litigation, Case No. 21-cv-2477, appointed a lead plaintiff and lead counsel and ordered a consolidated amended complaint to be filed. The court-appointed lead plaintiff subsequently filed a consolidated amended complaint that reasserts claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5 against the Company and certain of the Company’s officers, and added new claims under Sections 11, 12 and 15 of the Securities Act against the Company, certain of its officers, certain of its directors, and the underwriters of the Company’s September 2020 secondary offering. The Company filed a motion to dismiss all claims, and briefing of this motion is complete. The Company believes this lawsuit is without merit and intends to vigorously contest these claims. While the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on the Company’s financial condition, cash flows, or results of operations. In August 2021, November 2021, January 2022, and February 2022, various Company stockholders filed purported shareholder derivative lawsuits on behalf of the Company in the U.S. District Court for the Southern District of New York against certain of the Company’s officers and directors, and nominally against the Company, alleging violations of the federal securities laws and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. All four lawsuits have been consolidated under the case caption In re Vroom, Inc. Shareholder Derivative Litigation, Case No. 21-cv-6933, and the court has approved the parties’ stipulation that the cases would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. All four derivative suits remain in preliminary stages and there have been no substantive developments in any matter. In April 2022, one of the Company’s stockholders filed a purported shareholder derivative lawsuit on behalf of the Company in the U.S. District Court for the District of Delaware against certain of the Company’s officers and directors, and nominally against the Company, alleging violations of the federal securities law and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re: Vroom, 125 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Inc. Securities Litigation. The case is captioned Godlu v. Hennessy et al., Case No. 22-cv-569, and the court has approved the parties’ stipulation that the case would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. This lawsuit remains in preliminary stages and there have been no substantive developments. In April 2022, the Attorney General of Texas filed a petition on behalf of the State of Texas in the District Court of Travis County, Texas against the Company, alleging violation of the Texas Deceptive Trade Practices − Consumer Protection Act, Texas Business and Commerce Code § 17.41 et seq., based on alleged deficiencies and other issues in the Company’s marketing of used vehicles and fulfilment of customer orders, including the titling and registration of sold vehicles. According to the petition, 80% of the customer complaints referenced in the petition were received in the 12 months prior to April 2022. The petition is captioned State of Texas v. Vroom Automotive LLC, and Vroom Inc., Case No. D-1-GN-001809. Vroom Automotive, LLC and the Attorney General of the State of Texas have agreed to a temporary injunction in which Vroom Automotive, LLC agrees to adhere to its existing practice of possessing title for all vehicles it sells or advertises as available for sale on its ecommerce platform. Vroom continues to work cooperatively with the office of the Attorney General of the State of Texas towards a resolution. Because the case is at an early stage and the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, the Company cannot determine at present whether any potential liability would have a material adverse effect on the Company’s financial condition, cash flows, or results of operations. In July 2022 and August 2022, respectively, certain plaintiffs filed two putative class action lawsuits in the District Court of Cleveland County, Oklahoma and the New York State Supreme Court, respectively, against Vroom, Inc., and Vroom Automotive LLC as defendants, alleging, among other things, deficiencies in Vroom’s titling and registration of sold vehicles: Blake Sonne, individually and on behalf of all others similar situated, v. Vroom Automotive, LLC and Vroom, Inc., No. CJ-2022-822 and Emely Reyes Martinez, on behalf of all others similarly situated, v. Vroom Automotive, LLC and Vroom Inc . , No. 652684/2022. The Company removed the cases to the U.S. District Court for the Western District of Oklahoma (Case No. 22-cv-761) and the U.S. District Court for the Southern District of New York (Case No. 22-cv-7631), respectively, and has filed motions to compel arbitration of all claims in both cases. Because these cases are at early stages and the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, the Company cannot determine at present whether any potential liability would have a material adverse effect on the Company’s financial condition, cash flows, or results of operations. As previously disclosed, the Company has been subject to audits, requests for information, investigations and other inquiries from its regulators relating to increased customer complaints concerning the same or similar matters alleged in the State of Texas petition. These regulatory matters could continue to progress into legal proceedings as well as enforcement actions. The Company has incurred fines in certain states and could continue to incur fines, penalties, restitution, or alterations in the Company's business practices, which in turn, could lead to increased business expenses, additional limitations on the Company's business activities and further reputational damage, although to date such expenses have not had a material adverse effect on the Company’s financial condition, cash flows, or results of operations. Other Matters The Company enters into agreements with third parties in the ordinary course of business that may contain indemnification provisions. In the event that an indemnification claim is asserted, the Company’s liability, if any, would be limited by the terms of the applicable agreement. Historically, the Company has not incurred material costs to defend lawsuits or settle claims related to indemnification provisions. 126 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. Preferred Stock and Stockholders’ Equity Preferred Stock On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of December 31, 2022 , there was no preferred stock issued or outstanding. Common Stock On June 11, 2020, the Company amended its certificate of incorporation to effect a 2 -for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $ 0.001 par value became two shares of common stock, $ 0.001 par value per share. The shares of common stock authorized for issuance was increased to 500,000,000 . Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. 16. Stock-based Compensation On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 3,019,108 shares of the Company’s common stock, (ii) up to 4 % of an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030, and (iii) any shares of the Company’s common stock subject to awards under the 2014 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2014 Plan. Awards may be issued in the form of restricted stock units, restricted stock, stock appreciation rights, and stock options. On February 28, 2022, the Company registered an additional 5,483,716 shares of the Company's common stock to be issued pursuant to the 2020 Plan. As of December 31, 2022 , there were 2,535,711 shares available for future issuance under the 2020 Plan. On May 20, 2022, the Company adopted the 2022 Inducement Award Plan (the “Inducement Award Plan”). Awards under the Inducement Award Plan may only be granted to a newly hired employee who has not previously been an employee or a member of the Board or an employee who is being rehired following a bona fide period of non-employment by the Company, in each case as a material inducement to the employee’s entering into employment. An aggregate of 3,000,000 shares of the Company’s common stock are reserved for issuance under the Inducement Award Plan. As of December 31, 2022 , there were 2,430,646 shares available for future issuance under the Inducement Award Plan. Stock Options The following table summarizes stock option activity for the year ended December 31, 2022: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding as of December 31, 2021 4,076,542 $ 4.39 6.24 Granted 1,275,000 7.50 Exercised — — Forfeited / cancelled ( 2,494,366 ) 4.20 Outstanding as of December 31, 2022 2,857,176 $ 5.94 7.32 Vested and exercisable as of December 31, 2021 2,964,534 $ 4.04 5.81 Vested and exercisable as of December 31, 2022 1,319,498 $ 4.73 5.71 The Company recognized $ 1.5 million, $ 2.2 million and $ 2.2 million of stock-based compensation expense related to stock options for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021, the Company had $ 1.6 million and $ 2.5 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.9 years and 1.7 years, respectively. 127 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS There were no options exercised during the year ended December 31, 2022, and the aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2022 was not material. On May 9, 2022 and May 20, 2022, 600,000 stock options having a fair value of $ 0.83 per share were granted to the CEO and an aggregate of 650,000 stock options having a grant date fair value of $ 1.14 per share were granted to certain members of key management, respectively. The exercise price of the stock options is $ 7.50 per share. The stock options vest ratably over a three-year period subject to continued employment through each applicable vesting date. During the year ended December 31, 2022, 75,000 of these stock options were forfeited as a result of employee separations. The grant date fair value of stock options granted during the year ended December 31, 2022 was estimated at the time of grant using the Black-Scholes option-pricing model and utilized the following assumptions: May 20, 2022 May 9, 2022 Fair value of common stock (per share) $ 1.14 $ 0.83 Expected term (in years) 10 10 Risk-free interest rate 2.78 % 3.05 % Expected volatility 100.00 % 100.00 % Dividend yield —% —% RSUs The following table summarizes restricted stock unit ("RSUs") activity for the year ended December 31, 2022: Shares Weighted Average Grant Date Fair Value per Share Unvested and outstanding as of December 31, 2021 2,269,813 $ 24.69 Granted 9,349,754 2.28 Vested ( 1,109,012 ) 13.09 Forfeited / cancelled ( 1,849,130 ) 18.68 Unvested and outstanding as of December 31, 2022 8,661,425 $ 3.29 The Company recognized $ 10.5 million, $ 11.2 million, and $ 10.9 million of stock-based compensation expense related to RSUs for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021, the Company had $ 18.2 million and $ 21.7 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.9 and 2.1 years, respectively. On May 9, 2022 and May 20, 2022, 1,200,000 RSUs having a grant date fair value of $ 1.08 per share were granted to the CEO and an aggregate of 3,190,000 RSUs having a grant date fair value of $ 1.45 per share were granted to certain members of the management team. On July 25, 2022, 140,000 RSUs having a grant date fair value of $ 1.64 per share were granted to a member of the management team. The RSUs were issued under the 2020 Plan and will vest on the third anniversary of the grant date, subject to continued employment through that date. The vesting of RSUs will accelerate in one-third increments if the Company's common stock achieves a closing price at or above $ 7.50 per share for twenty consecutive trading days during the three-year vesting period; a closing price at or above $ 15.00 per share for twenty consecutive trading days in the second or third years of the vesting period; and a closing price at or above $ 21.00 per share for twenty consecutive trading days during the third year of the vesting period . During the year ended December 31, 2022 , 355,000 of these RSUs were forfeited as a result of employee separations and became eligible for future issuance under the 2020 Plan. As of December 31, 2022, the accelerated vesting conditions were not met. Certain of the Company’s RSU grants are subject to acceleration upon a change of control and termination within 12 months, and upon death, disability, retirement and certain “good leaver” circumstances. 128 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Financial Instruments and Fair Value Measurements U.S. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Items Measured at Fair Value on a Recurring Basis The Company holds certain financial assets that are required to be measured at fair value on a recurring basis. Additionally, the Company elected the fair value option for the financial assets and liabilities of UACC’s consolidated CFEs, beneficial interests in the 2022-1 and 2022-2 securitizations, certain of UACC’s finance receivables that are ineligible to be sold as of the acquisition date, and certain other finance receivables. Under the fair value option allowable under ASC 825, “Financial Instruments” (“ASC 825”), the Company may elect to measure at fair value financial assets and liabilities that are not otherwise required to be carried at fair value. Subsequent changes in fair value for designated items are reported in earnings. The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 182,687 $ — $ — $ 182,687 CFE assets: Finance receivables — — 77,904 77,904 Finance receivables at fair value — — 75,270 75,270 Beneficial interests in securitizations — 20,592 — 20,592 Total financial assets $ 182,687 $ 20,592 $ 153,174 $ 356,453 Financial Liabilities CFE liabilities: Securitization debt of consolidated VIEs — 79,829 — 79,829 Total financial liabilities $ — $ 79,829 $ — $ 79,829 As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 601,807 $ — $ — $ 601,807 Commercial paper — 149,974 — 149,974 Total financial assets $ 601,807 $ 149,974 $ — $ 751,781 129 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Valuation Methodologies of Financial Instruments Measured at Fair Value on a Recurring Basis The following is a description of the valuation methodologies used for financial instruments carried at fair value. These methodologies are applied to financial assets and liabilities across the fair value levels discussed above, and it is the observability of the inputs used that determines the appropriate level in the fair value hierarchy for the respective asset or liability. Money Market Funds: Money market funds primarily consist of investments in highly liquid U.S. treasury securities, with original maturities of three months or less and are classified as Level 1. The Company determines the fair value of cash equivalents based on quoted prices in active markets. Commercial Paper: Commercial paper consists of unsecured promissory notes issued by companies, with original maturities of three months or less and is classified as Level 2. Commercial paper is issued at a discount to face value and is priced to reflect prevailing market interest rates. Financial assets and liabilities of CFEs: In connection with the UACC Acquisition, as described in Note 5– Acquisitions, the Company acquired certain financial assets and liabilities of consolidated VIE subsidiaries related to securitization transactions that were deemed to be CFEs. The Company elected the fair value option for the assets and liabilities of its consolidated VIEs related to the 2020 and 2021 historical securitizations acquired from UACC. As of the Acquisition Date, in accordance with ASC 825, the Company has elected the fair value option, for the eligible financial assets and liabilities of these consolidated CFEs in order to mitigate potential accounting mismatches between the carrying value of the financial assets and liabilities. To eliminate potential measurement differences, the Company elected the measurement alternative included in ASU 2014-13, allowing the Company to measure both the financial assets and liabilities of a qualifying CFE using the fair value of either the CFE’s financial assets or liabilities, whichever is more observable. Under the measurement alternative prescribed by ASU 2014-13, the Company recognizes changes in the CFE’s net assets, including changes in fair value adjustments and net interest earned, in its consolidated statements of operations. The Company is required to determine whether the fair value of the financial assets or the fair value of the financial liabilities of the eligible CFEs are more observable, but in either case, the methodology results in the fair value of the financial assets of the securitization trust being equal to the fair value of their liabilities The Company determined that the fair value of the liabilities of the securitization CFEs are more observable, since market prices of their liabilities are based on non-binding quoted prices provided by broker dealers who make markets in similar financial instruments. The assets of the securitization CFEs are not readily marketable, and their fair value measurement requires information that may be limited in availability. In determining the fair value of the securitization debt of consolidated CFEs, the broker dealers consider contractual cash payments and yields expected by market participants. Broker dealers also incorporate common market pricing methods, including a spread measurement to the treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including ratings, coupon, collateral type and seasoning or age of the security. When the Company obtains prices from multiple broker dealers for the same security and has a consensus among them, it deems these fair values to be based on observable valuation inputs and classified as Level 2 of the fair value hierarchy. Where a third-party broker dealer quote is not available, an internal model is utilized using unobservable inputs or if the Company has multiple quotes that are not within determined range, it classified the securitization debt as Level 3 of the fair value hierarchy. The financial assets of the consolidated CFEs are an aggregate value derived from the fair value of the CFEs liabilities. The Company determined that CFEs finance receivables in their entirety should be classified as Level 3 of the fair value hierarchy. Finance receivables at fair value: In connection with the UACC Acquisition as described in Note 5 – Acquisitions, the Company acquired certain finance receivables for which it elected the fair value option in accordance with ASC 825. These receivables primarily relate to finance receivables that are not eligible to be sold in the immediate future due to various factors such as: delinquencies, bankruptcy, etc. The Company estimates the fair value of these receivables using 130 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS a discounted cash flow model and incorporates key inputs that include performance rate, default rate, recovery rate, and weighted average coupon rates, as well as certain macroeconomics events the Company believes market participants would consider relevant. Beneficial interests in securitization: Beneficial interests in securitization relate to the United Auto Credit 2022-1 securitization completed in February 2022 and the 2022-2 securitization completed in July 2022 and include rated notes as well as certificates. Refer to Note 4 – Variable Interest Entities and Securitizations. The Company elected the fair value option on its beneficial interests in securitization. Beneficial interests may initially be classified as Level 2 if the transactions occur within close proximity to the end of each respective reporting period. Subsequently, similar to the securitization debt described above, fair value is determined by requesting a non-binding quote from broker dealers, or by utilizing market acceptable valuation models, such as discounted cash flows. Broker dealer quotes may be based on an income approach, which converts expected future cash flows to a single present value amount, with specific consideration of inputs relevant to particular security types. Such inputs may include ratings, collateral types, geographic concentrations, underlying loan vintages, delinquencies and defaults, loss severity assumptions, prepayments, and weighted average coupons and maturities. When the volume or level of market activity for a security is limited, certain inputs used to determine fair value may not be observable in the market. Broker dealer quotes may also be based on a market approach that considers recent transactions involving identical or similar securities. When the Company obtains prices from multiple broker dealers for the same security and has a consensus among them, it deems these fair values to be based on observable valuation inputs and classified as Level 2 of the fair value hierarchy. Where a third-party broker dealer quote is not available, the Company utilizes an internally developed model using unobservable inputs. If internally developed models are utilized or if the Company has multiple quotes that are not within a consensus range of each other, the Company deems these securities to be classified as Level 3 of the fair value hierarchy. Changes in Level 3 Recurring Fair Value Measurements The following table presents a reconciliation of the financial assets, which were measured at fair value on a recurring basis using Level 3 inputs (in thousands): Finance Receivables of Consolidated CFEs Finance Receivables at Fair Value Securitization Debt of Consolidated CFEs Fair value as of January 1, 2022 $ — $ — $ — Acquired in business combination 262,644 34,283 275,394 Transfer out of Level 3 — — ( 275,394 ) Transfer within Level 3 categories ( 51,330 ) 51,330 — Losses included in other income ( 29,825 ) ( 14,388 ) — Issuances, net of discount — 56,484 — Sales ( 24,312 ) ( 14,114 ) — Paydowns ( 90,410 ) ( 41,980 ) — Other 11,137 3,655 — Fair value as of December 31, 2022 $ 77,904 $ 75,270 $ — Transfers out of Level 3 The Company's transfers between levels of the fair value hierarchy are assumed to have occurred at the beginning of the reporting period on a quarterly basis, except for assets and liabilities acquired during the period as described below. There were no transfers into Level 3 during the year ended December 31, 2022. During the year ended December 31, 2022, transfers out of Level 3 liabilities related to securitization debt of consolidated CFEs. The transfer out of Level 3 was the result of achieving consensus pricing from third-party broker dealers who utilize market observable inputs to price the liabilities. Upon acquisition, the Company utilized unobservable pricing information and an internal discounted cash flows model to value the CFEs liabilities. The Company obtained consensus broker dealers quotes as of December 31, 2022. For the CFEs liabilities acquired during the period, the transfer was presumed to occur immediately after the Acquisition Date. 131 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2021 , there were no financial assets or liabilities measured using Level 3 inputs on a recurring basis. Other Relevant Data for Financial Assets and Liabilities for which FVO Was Elected The following table presents the gains or losses recorded in "Other loss (income), net" in the consolidated statements of operations related to the eligible financial instruments for which the fair value option was elected (in thousands): Year Ended December 31, 2022 Financial Assets Finance receivables of CFEs $ 24,231 Finance receivables at fair value 11,624 Beneficial interests in securitizations 1,149 Financial Liabilities Debt of securitized VIEs ( 2,727 ) Total net loss included in other income $ 34,277 The following table presents other relevant data related to the finance receivables carried at fair value (in thousands): As of December 31, 2022 Finance Receivables of CFEs at Fair Value Finance Receivables at Fair Value Aggregate unpaid principal balance included within finance receivables that are reported at fair value $ 84,477 $ 89,068 Aggregate fair value of finance receivables that are reported at fair value $ 77,904 $ 75,270 Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status (90 days or more past due) $ 1,097 $ 1,499 Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due) $ 985 $ 1,311 All finance receivables of CFEs are pledged to the CFEs trusts. The following table presents other relevant data related to securitization debt of consolidated VIEs carried at fair value (in thousands): As of December 31, 2022 Securitization debt of consolidated VIEs at Fair Value Aggregate unpaid principal balance of debt of securitized VIEs $ 82,556 Aggregate fair value of debt of securitized VIEs $ 79,829 132 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2021 , there were no financial assets or liabilities for which the fair value option was elected. Fair Value of Financial Instruments Not Carried at Fair Value The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The carrying value of the 2022 Vehicle Floorplan Facility and the Warehouse Credit Facilities was determined to approximate fair value due to its short-term duration and variable interest rate that approximates prevailing interest rates as of each reporting period. Finance receivables held for sale, net: For finance receivables eligible to be sold, the Company determines the fair value of finance receivables utilizing sales prices based on estimated securitization transactions, adjusted for transformation costs, risk and a normal profit margin associated with securitization transactions. Such fair value measurement of finance receivables held for sale, net is considered Level 3 of the fair value hierarchy. The carrying value and fair value of the finance receivables held for sale, net were as follows (in thousands): December 31, 2022 Carrying value $ 299,235 Fair value $ 299,925 As of December 31, 2021 , the Company did no t have any finance receivables held for sale. Convertible Senior Notes: The fair value of the Notes, which are not carried at fair value on the accompanying consolidated balance sheets, was determined utilizing actual bids and offer prices of the Notes in markets that are not active and are classified within Level 2 of the fair value hierarchy. December 31, 2022 2021 Carrying value $ 359,254 $ 610,618 Fair value $ 128,026 $ 386,100 Junior Subordinated Debentures: The fair value of the junior subordinated debentures, which are not carried at fair value on the accompanying consolidated balance sheets, approximated their carrying value as of December 31, 2022 and are classified within Level 3 of the fair value hierarchy. Fair Value of Financial Instruments on a Nonrecurring Basis Assets and liabilities acquired as part of a business combination and goodwill attributable to each of the Company's reporting units are recorded at fair value on a nonrecurring basis. Refer to Note 5 – Acquisitions and Note 8 – Goodwill and Intangible Assets for additional information. From time to time the Company may mark certain receivables classified as held for sale to fair value and classified as financial instruments recorded at fair value on a non-recurring basis. As of December 31, 2022 , there were $ 22.4 million of finance receivables that were marked to fair value on a non-recurring basis. These are finance receivables that became delinquent and no longer meet the expected sales criteria. The Company uses a discounted cash flow model to estimate the present value of future recoveries for finance receivables. Such fair value measurement of finance receivables held for sale, net is considered Level 3 of the fair value hierarchy. 18. Restructuring Activities On May 5, 2022, the Company approved the Realignment Plan, which was designed to position the Company for long-term profitable growth by prioritizing unit economics, reducing operating expenses and maximizing liquidity. In connection with the Realignment Plan, the Company reduced headcount across the organization and closed its New York City, Detroit, and one of its Houston office locations as well as several Sell Us Your Car® center facilities. 133 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Additionally, the Company streamlined TDA's operations and closed its service center. The service center was repurposed to replace the reconditioning facility in Stafford, Texas, which was also closed. The Company also restructured its network of logistics hubs in order to align with reduced unit volume and its regional operating model. The restructuring activities associated with the Realignment Plan were substantially completed during 2022. The following table summarizes the components of the restructuring charges: Year ended December 31, 2022 Charges by Activity: Severance and termination benefits (1) $ 7,358 Impairment of operating lease right-of-use assets (2) 6,491 Other costs (3) 1,176 Total Restructuring and Related Charges $ 15,025 (1) Severance and termination costs consist of severance costs provided to employees who have been terminated as well outplacement costs and COBRA benefits. (2) Impairment of operating lease right-of-use assets consist of costs associated with planned facility closures of $ 8.6 million, net of applicable sublease income of $ 2.1 million, for the year ended December 31, 2022, that will continue to be incurred under the contract for its remaining term without economic benefit to the Company. (3) Other costs consist of legal expenses of $ 0.6 million incurred in connection with the Realignment Plan and acceleration of depreciation of property and equipment of $ 0.6 million related to the planned facility closures. Severance and termination benefits and other costs are included in "Selling, general, and administrative expenses" and impairment of operating lease right-of-use assets are included in "Impairment charges" in the consolidated statements of operations for the year ended December 31, 2022. The following table is a reconciliation of the beginning and ending restructuring liability for the year ended December 31, 2022: Balance as of December 31, 2021 $ — Accrual and accrual adjustments 7,941 Cash payments ( 7,131 ) Balance as of December 31, 2022 $ 810 The restructuring liability for severance and termination benefits is reflected in "Accrued Expenses" in the consolidated balance sheet as of December 31, 2022. On January 18, 2023, the Company executed a reduction in force, r efer to Note 23 – Subsequent Events for further details. 19. Segment Information As part of the Realignment Plan, initiated in the second quarter of 2022, the Company streamlined TDA's operations and closed its service center. The Company also reevaluated its reporting segments based on relative revenue and gross profit and significance in the Company's long term strategy. As a result of the quantitative analysis, the Company determined to no longer report TDA as a separate segment. The Company now presents three reportable segments: Ecommerce, Wholesale, and Retail Financing. The Company reclassified TDA revenue and TDA gross profit for the comparative period from the TDA reportable segment to the “All Other” category to conform to current year presentation. No operating segments have been aggregated to form the reportable segments. The Company determined its operating segments based on how the chief operating decision maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of sales incurred by the segment. The CODM does not evaluate operating segments using asset information as these are managed on an enterprise-wide group basis. Accordingly, the Company does no t report segment asset information. As of December 31, 2022 and December 31, 2021, long-lived assets were predominantly located in the United States. 134 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform, revenue earned on vehicle financing originated by UACC or the Company's third-party financing sources and sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The Retail Financing reportable segment represents UACC’s operations with its network of third-party dealership customers, including the purchases and servicing of vehicle installment contracts. Revenues within the "All Other" category consist of retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales and the CarStory business. Information about the Company’s reportable segments are as follows (in thousands): Year Ended December 31, 2022 Ecommerce Wholesale Retail Financing All Other Total Revenues from external customers $ 1,364,195 $ 293,528 $ 152,542 $ 138,636 $ 1,948,901 Gross profit $ 99,973 $ ( 10,620 ) $ 138,381 $ 17,053 $ 244,787 Year Ended December 31, 2021 Ecommerce Wholesale Retail Financing All Other (1) Total Revenues from external customers $ 2,442,369 $ 498,981 $ — $ 242,905 $ 3,184,255 Gross profit $ 164,746 $ 18,120 $ — $ 19,233 $ 202,099 Year Ended December 31, 2020 Ecommerce Wholesale Retail Financing All Other (1) Total Revenues from external customers $ 915,451 $ 245,580 $ — $ 196,669 $ 1,357,700 Gross profit $ 60,861 $ ( 1,432 ) $ — $ 12,116 $ 71,545 (1) The Company reclassified TDA revenue and TDA gross profit from the TDA reportable segment to the “All Other” category to conform to current year presentation. The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Reconciliation to consolidated total revenue Total reportable segment revenue $ 1,810,265 $ 2,941,350 $ 1,161,031 All Other revenues 138,636 242,905 196,669 Consolidated total revenue $ 1,948,901 $ 3,184,255 $ 1,357,700 Reconciliation to consolidated loss before provision for income taxes Total reportable segment gross profit $ 227,734 $ 182,866 $ 59,429 All Other gross profit 17,053 19,233 12,116 Selling, general and administrative expenses 566,387 547,823 245,546 Depreciation and amortization 38,290 12,891 4,598 Impairment charges 211,873 — — Gain on debt extinguishment ( 164,684 ) — — Interest expense 40,693 21,948 9,656 Interest Income ( 19,363 ) ( 10,341 ) ( 5,896 ) Revaluation of preferred stock warrant — — 20,470 Other loss (income), net 43,181 ( 65 ) ( 114 ) Consolidated loss before provision for income taxes $ ( 471,590 ) $ ( 370,157 ) $ ( 202,715 ) 135 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20 . Income Taxes Income Tax Provision Domestic and foreign pretax income (loss) are as follows for the years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ ( 472,203 ) $ ( 370,640 ) $ ( 202,715 ) Foreign 613 483 — Total $ ( 471,590 ) $ ( 370,157 ) $ ( 202,715 ) The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal $ — $ — $ — State and local 4,083 679 84 Foreign 92 75 — Total current tax expense 4,175 754 84 Deferred tax (benefit): Federal ( 20,472 ) — — State and local ( 3,383 ) — — Foreign — — — Total deferred tax (benefit) ( 23,855 ) — — (Benefit) provision for income taxes $ ( 19,680 ) $ 754 $ 84 On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law. The IRA includes implementation of a new alternative minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, among other provisions. The Company is evaluating the provisions included under the IRA and does not expect the provisions to have a material impact to the Company's consolidated financial statements. Tax Rate Reconciliation The Company’s effective tax rate for the years ended December 31, 2022, 2021, and 2020 was 4.17 %, ( 0.20 )%, and ( 0.04 )%, respectively. The increase in effective tax rate for the year ended December 31, 2022 was primarily driven by a deferred tax benefit recorded for the decrease of Valuation Allowance resulting from the acquisition of Unitas Holdings Corp. (now known as Vroom Finance Corporation) that occurred during the period, of $ 23.9 million. 136 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Income taxes at statutory rate $ ( 99,034 ) $ ( 77,733 ) $ ( 42,570 ) State income taxes, net of federal benefit ( 3,529 ) ( 8,251 ) ( 5,417 ) Foreign Rate Differential ( 129 ) ( 26 ) — Permanent differences 1,510 ( 4,800 ) 1,264 Goodwill impairment 41,241 — — Deferred tax adjustment for acquisition of business ( 23,855 ) — — Change in valuation allowance 66,634 94,158 46,901 Other ( 2,518 ) ( 2,594 ) ( 94 ) (Benefit) provision for income taxes $ ( 19,680 ) $ 754 $ 84 Deferred Tax Assets (Liabilities) The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets for December 31, 2022 and 2021 because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. As of December 31, 2022, 2021 , 2020 and 2019 the valuation allowance balance was $ 258.8 million, $ 216.0 million, $ 121.9 million and $ 75.0 million, respectively. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 265,927 $ 203,170 Inventory reserves 9,395 12,278 Stock-based compensation 3,067 3,617 Accrued Expense — 75 Right of Use Asset 7,086 3,821 Unrealized Gains/Losses 10,549 — Allowance for Doubtful Accounts 8,342 2,592 Other 2,612 1,905 Total deferred tax assets 306,978 227,458 Less: valuation allowance ( 258,796 ) ( 216,017 ) Net deferred tax assets 48,182 11,441 Deferred tax liabilities: Intangible amortization ( 37,377 ) ( 6,793 ) Depreciation ( 3,017 ) ( 1,088 ) Repo Expenses ( 2,194 ) — Lease Liability ( 5,594 ) ( 3,560 ) Net deferred tax liabilities ( 48,182 ) ( 11,441 ) Net deferred income taxes $ — $ — 137 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Net Operating Losses As of December 31, 2022 , the Company had total net operating loss carryforwards for U.S. federal income tax purposes of $ 1,143.4 million, of which $ 168.5 million expire from 2028 through 2042 and $ 950.7 million do not expire. The Company has net operating loss carryforwards for state income tax purposes of $ 500.5 million, which expire from 2034 through 2041 . The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2016 and prior. The company is not currently under audit for any US federal or state income tax audits. The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards. The Company completed a Section 382 study to determine the applicable limitation, if any. It was determined that the Company has undergone four ownership changes the most recent of which was April 2021. These changes will substantially limit the use of the net operating losses generated before the change in control. The Company acquired Unitas Holdings Corp. (now known as Vroom Finance Corporation) on February 1, 2022 in a stock acquisition and Vast Holdings, Inc. on January 7, 2021 in a stock acquisition, r efer to Note 5 – Acquisitions for additional information. The NOLs and other tax attributes acquired will be subject to Section 382 limitations. The Company is in the process of determining the amount of attributes that will be available for use . Uncertain Tax Positions The Company has no t identified any uncertain tax positions as of December 31, 2022 or 2021 . Any interest and penalties related to uncertain tax positions shall be recorded as a component of income tax expense. To date, no interest or penalties have been accrued in relation to uncertain tax positions. 21. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, (in thousands, except share and per share amounts) 2022 2021 2020 Net loss $ ( 451,910 ) $ ( 370,911 ) $ ( 202,799 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 137,907,444 136,429,791 73,345,569 Net loss per share attributable to common stockholders, basic and diluted $ ( 3.28 ) $ ( 2.72 ) $ ( 2.76 ) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: As of December 31, 2022 2021 2020 Convertible senior notes 6,530,762 11,158,722 — Stock options 2,857,176 4,076,542 5,617,568 Restricted stock units 8,661,425 1,853,150 1,867,660 Total 18,049,363 17,088,414 7,485,228 138 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 22. Related Party Transactions Management Services Agreement In July 2015, the Company entered into a management services agreement (“MSA”) with Catterton Management Company, L.L.C. (“Catterton Management”), an affiliate of L Catterton (“Catterton”), a holder of more than 5 % of the Company’s outstanding capital stock, pursuant to which Catterton Management agreed to provide consulting services on certain business and financial matters. Under the MSA, the Company agreed to pay Catterton Management an annual fee of $ 0.3 million until the expiration of the MSA upon the earlier of (i) termination by mutual consent of the parties and (ii) such time that Catterton and/or its affiliates cease to be one of the Company’s stockholders. For the year ended December 31, 2020, payment of the annual fee was waived. In May 2020, the MSA was terminated. AutoNation Reconditioning Agreement In January 2019, the Company entered into a vendor agreement (“Vendor Agreement”) with AutoNation, Inc. (“AutoNation”), an affiliate of Auto Holdings, Inc., a holder of more than 5 % of the Company’s outstanding capital stock, pursuant to which AutoNation agreed to provide certain reconditioning and repair services for vehicles owned by the Company. Amounts due under the Vendor Agreement for parts supplied and services performed by AutoNation become due and payable as they accrued. The Vendor Agreement was terminated in February 2020 . 139 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 23. Subsequent Events O n January 18, 2023, the Company executed a reduction in force as part of the continued focus on reducing variable and fixed costs. The Company reduced Vroom’s headcount by approximately 275 employees based on our assessment of the Company's business needs, key initiatives, and long-term success and profitable growth. In the first quarter of 2023, the Company expects to incur expenses of approximately $ 4.0 million, primarily consisting of severance. In January 2023, UACC sold approximately $ 238.7 million of rated asset-backed securities in an auto loan securitization transaction from a securitization trust, established and sponsored by UACC for proceeds of $ 237.8 million. The trust is collateralized by finance receivables with an aggregate principal balance of $ 326.4 million. These finance receivables are serviced by UACC. As a result of current market conditions, which led to unfavorable pricing, the Company retained the non-investment grade securities and residual interests, which will require the Company to account for the 2023-1 securitization as secured borrowings and remain on balance sheet pending the sale of such retained interests. 140 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.