Vroom Inc 2025年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedMarch 31,2025 901112566(I.R.S. EmployerIdentification No.) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smallerreporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YES☐NO☒As of May 12, 2025,5,163,274shares of the registrants’ common stock were outstanding. TABLE OF CONTENTS Part I - Financial Information5Item 1.Financial Statements5Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024(unaudited)5Condensed Consolidated Statements of Operations for the Three Months Ended March 31,2025 and 2024 (unaudited)6Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three MonthsEnded March 31, 2025 and 2024 (unaudited)8Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31,2025 and 2024 (unaudited)9Notes to Condensed Consolidated Financial Statements (unaudited)11Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations54Item 3.Quantitative and Qualitative Disclosure About Market Risk76Item 4.Controls and Procedures76 Item 1.Legal Proceedings77Item 1A.Risk Factors78Item 2.Unregistered Sales of Equity Securities and Use of Proceeds78Item 3.Defaults Upon Senior Securities78Item 4.Mine Safety Disclosures78Item 5.Other Information78Item 6.Exhibits80Signatures83 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,as amended (the "Exchange Act"), about us and our industry that involve substantial risks and uncertainties. Allstatements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, includingstatements regarding the impact of macroeconomic and geopolitical factors including tariffs and other trade restrictions,the impact of the Prepackaged Chapter 11 Case (as defined herein), our ability to continue as a going concern, ourfuture results of operations and financial condition, business strategy, and plans and objectives of management forfuture operations, including our Value Maximization Plan (as defined herein) and the ongoing activities of and potentialgrowth of our UACC and CarStory businesses, our Long-Term Strategic Plan (as defined herein), including our base,growth, and aggressive growth models, the amendment and renewal of the Warehouse Credit Facilities (as definedherein), and the timing of any of the foregoing are forward-looking statements. In some cases, forward-lookingstatements may be identified by words such as "anticipate," "believe," "contemplate," "continue," "could," "design,""estimate," "expect," "intend," "may," "plan," "potentially," "predict," "project," "should,""target," "will,""would," or thenegative of these terms or other similar terms or expressions, although not all forward-looking statements contain theseidentifying words. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. Forward-lookingstatements are based on our management’s beliefs and assumptions and on information currently available. Theseforward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and otherimportant factors that may cause our actual results, performance or achievements to be materially different from anyfuture results, performance or achievements expressed or implied by the forward-looking st