Thank you for standing by, welcome to the Vroom Investor Update Conference Call. At this time, all participants are in a listen only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you need to press star one on your telephone. If you require any further assistance, please press star zero. I would now like to turn the call over to your host, Allen Miller. You may begin. Thank you, Kevin, and good morning everyone. Please note that today's call will be simultaneously webcast on the Investor Relations section of the company's corporate website at ir.vroom.com. The investor presentation is also posted to the IR website. Before we begin, please note that the discussion today includes forward-looking statements within the meaning of the federal securities laws, including, but not limited to, statements about Vroom's operations and future financial performance. These and other forward-looking statements are subject to a number of risks, uncertainties, and other important factors that may cause actual results to differ materially from those in such statements. We direct you to the company's most recent SEC filings, including the risk factors section of Vroom's most recent Form 10-K for the year ended December 31st, 2020, and all subsequent filings with the SEC under Sections 13-A, 13-C, 14, or 15-D of the Securities Exchange Act of 1934 for additional discussions of factors that could cause actual results to differ materially from those in the forward-looking statements. In addition, factors other than those risks also could adversely affect the company's results, and you should not consider these risks to be a complete set of all potential risks or uncertainties. Please note further that today's discussion, including the forward-looking statements, speak only as of the date of this call, and Vroom assumes no obligation to update such statements based upon future developments or otherwise. With that, I will turn it over to Paul Hennessy, Vroom's Chief Executive Officer. Paul? Thanks, Allen. Good morning, everyone, and welcome to this morning's conference call in which I am thrilled to announce that Vroom has entered into a definitive agreement to acquire United Auto Credit Corporation, or UACC, a leading non-prime auto finance company with a nationwide network of independent auto dealers. Before we discuss the transaction, I'd like to take a moment to introduce our new CFO, Bob Krakowiak, who joined the company almost exactly one month ago today. His vast experience and strong leadership skills will be a great asset to Vroom going forward. You'll be hearing from Bob shortly, but I wanted to take this opportunity to welcome him publicly to the Vroom team and also to thank him for diving into the final stages of the acquisition to help Vroom make today's announcement. This morning, we announced our intention to acquire UACC, a proven leader in auto financing, in an all-cash transaction for $300 million with an expected close at year-end or early next year, subject to regulatory approvals and customary closing conditions. Today, we'll walk you through our strategic rationale behind the acquisition and discuss why UACC is a great fit. After the closing the transaction, we will provide forward guidance on the value creation opportunity created by combining the two businesses. Turning to page four in the presentation, we've conducted a thorough due diligence on UACC. It's a great business with an extremely talented team. There are several aspects of UACC that align with our strategic vision for Vroom, some of which include the following. UACC has an existing profitable and proven business model that will be accretive day one to our organization. In addition, the company is a centralized technology-enabled auto lending platform with a 25-year history in the non-prime auto finance market. UACC's integrated proprietary technology results in a seamless application processing, near instantaneous underwriting and pricing, efficient financing, and superior servicing capabilities. UACC also brings a disciplined credit culture with a continuous improvement mindset, which has resulted in best-in-class risk-adjusted yields and credit loss performance. United Auto Credit also has a strong reputation and AAA ratings in the securitization markets. Page five outlines the strategic rationale for the acquisition. We believe that Vroom, combined with UACC, will enable an asset-light, yet vertically integrated captive finance strategy that will expand Vroom's current addressable market by gaining the ability to offer attractive financing terms to customers across the full credit spectrum. Vertically integrating UACC provides more flexibility, standardization, and control over our sales and lending process. This will allow a simpler, more transparent customer shopping experience, enabling significant conversion gains, particularly among non-prime credit applicants. Increased conversion rates will drive top-line growth and stronger profitability through the leveraging of fixed SG&A. Additionally, by bringing financing capabilities in-house, Vroom will enjoy better economics on its loan originations relative to those under our current indirect model, thus representing an opportunity for material gross profit per unit improvement. I'd like to turn it over to Bob to discuss our integration plans and financial overview. Bob? Thanks, Paul. It's great to be at Vroom, and let's turn to slide six. We have spent considerable time with UACC developing our integration strategy. In addition to integrating UACC onto the Vroom platform, we also intend to continue growing the existing UACC dealer platform. Here's a quick run-through of the timeline. This fall, we'll begin to prepare both Vroom and UACC for integration as we move towards closing of the transaction at the end of this year or early next year. During the first half of next year, we'll start to integrate our back-end systems and processes, including technology integration. We plan to begin our first non-prime loan originations through UACC during this time period. In the second half of 2022, our technology platform will drive scale on e-commerce loan originations as we transition to an integrated captive financing provider. Over a longer-term horizon, we'll expand our captive finance capabilities such that we're able to originate financing for our customers across the entire credit spectrum. On slide seven, one of the primary tenets of our strategy is prudent management of our balance sheet through an asset-light structure. We have partnered with UACC, as well as our accounting and legal advisors, to assess the existing UACC balance sheet. We intend to transition their current financing operations to an originate-to-sell model. We also have studied our peer group and plan to operate our captive in an asset-light manner via forward flow arrangements and by utilizing the securitization markets. Let me walk you through how this transition to asset-light will take place. As it stands today, UACC has some preexisting whole and securitized loans. We plan to sell off UACC's preexisting whole non-securitized loans in a way that maximizes our loan economics. Those will come off the books. UACC's existing securitized loans will remain outstanding until they are callable. New loans originated in the first 12 months will be funded with existing warehouse lines and sold via forward flow arrangements and off-balance-sheet securitizations. However, we will continue to rely on our current third-party lenders to originate loans, particularly as we work to extend UACC's lending capabilities to the full credit spectrum. Beyond phase I, we plan to transition UACC into a fully integrated 100% in-house captive lender. Concurrently, we will be concentrating our efforts on advancing the automation of underwriting tasks and optimizing our credit scoring and verification algorithms. Next, let's turn to page eight. As Paul indicated at the beginning of the call, we will be updating our forward guidance for the business, including UACC, after the transaction closes. Today, we would like to highlight some of the areas that you should expect to see favorably impacted from the acquisition and that were instrumental to our analysis when evaluating the transaction. Non-prime continues to represent a substantial growth opportunity for Vroom. Currently, over half of the credit applications we receive are coming from non-prime customers. By integrating an automotive lender with rich expertise in the non-prime space, Vroom will be able to serve consumers across the credit spectrum to a degree not possible under our current 100% indirect financing model. We believe this will translate to significant conversion uplift, which will yield greater efficiency on our marketing efforts and allow us to scale the business faster. As we begin to broaden Vroom's addressable market, you can expect a gradual shift in our vehicle selection towards more mass-market vehicles and a corresponding reduction in average price point to something more in line with established peers. Although we are anticipating a lower average selling price, we do not believe this will have a material impact to our vehicle gross profit per unit. In-house financing capabilities will allow us to fully participate in loan economics. We believe transitioning Vroom from a 100% indirect model to a fully captive has the potential to deliver a significant GPPU improvement for our shareholders. With that, I will turn it back over to Paul for some closing comments. Thanks, Bob. As you can see from page nine, we expect to close the transaction late this year or early next year, and we're looking forward to welcoming Jim Vagim, CEO, and Ravi Gandhi, CFO, and the entire UACC organization into our company. UACC is a great organization with vast lending experience and a successful track record. In summary, on page 10, we thought it was worth reminding all of you why we're so excited about the future at Vroom. We're going after a massive, highly fragmented market with a strong value proposition and a scalable asset-light business model. We've got an experienced leadership team building a business that's very difficult to replicate at scale, with a significant runway for profitable growth. Add to that today's acquisition of UACC, and we think our story and the opportunity is really compelling. Once again, I'd like to welcome Bob to the Vroom team and look forward to adding the UACC to the Vroom family. We are confident that the transaction we announced this morning will be transformational to our organization. Thank you. We're now ready to take your questions. Ladies and gentlemen if you have a question or comment at this time, please press the star then the one key on your touchtone telephone. If your question has been answered or you wish to remove yourself from the queue, please press the pound key. Our first question comes from Colin Sebastian with Baird. Great. Thanks. Congrats on the deal and welcome to Bob. Paul, I think I understand the rationale for the acquisition. You've talked about captive finance now for some time. I'm curious on what might be differentiated from other financing companies related to the loan approval process. I think you mentioned a technology-enabled process, if you could expand a little bit on that, and then I have a follow-up. Yeah. I think first and foremost, Colin, we're partnering with a team that's been doing this a really long time, and they've just built an outstanding platform both in decisioning and technologically that allows us to compete in this space in a way that we can ultimately grow our business. I think the fundamentals of the business, the experience of the business, and the technology of the business is what got us so excited about partnering with UACC. Got it. Once this is fully integrated on the e-commerce platform, I guess in the back half of next year, what would be the expectation in terms of incremental GPU or GPPU once that's fully in place? Hi, Colin, it's Bob. Thanks for the question. We're going to wait to provide that guidance until after the transaction closes. Rest assured, if you just think about the fact that obviously we're sharing the economics with our current lending partners in the indirect model. Once we transition to that fully captive, we'll be able to enjoy the spread that we're currently sharing with our partners. We're very excited about that aspect of the transaction, and it's one of the key focus areas for us as to why we're doing this deal. Okay. Thanks, guys. Our next question comes from Rajat Gupta with JP Morgan. Hey, good morning. Thanks for taking my questions. Welcome, Bob. Congrats on the acquisition as well. Just to follow up, just on the economics, is it fair to assume or is it just as easy as looking at Carvana and what their GPU potential has been on their finance business longer term? Is it a fair way to just look at them and see where your economics can go particularly for the finance piece? I have a quick follow-up. Yes, Rajat. Thanks for your question. The model that we're implementing is quite similar to theirs. We would expect as we transition, obviously there's going to be a transition phase to this. We won't begin that on day one, but we'll begin to make our technology investments and begin to migrate the platform into the fully captive. That's going to take some time. With respect to the end state, that's how you should think about it, yes. Got it. Relatedly, I think the captive finco, it's also been a key competitive advantage for Carvana, CarMax. From just a conversion standpoint, eventually contributing to growth. Any metrics you can provide on that front as to how this changes your growth profile versus maybe what you might have communicated a year and a half ago during the roadshow? Any quantification of that might be helpful. Just lastly, was surprised to see no update on the third quarter. Are you providing any color on that perhaps in context of the prior guidance? That would be all. Thanks. Yeah. I'll take that. Rajat, as we've stated, we're not giving out any of the financial projections or our view of what the deal will do for the business until after it's closed. What I can tell you about conversion is as you have more unit economics in our system with the right products to address the entire credit spectrum, that will have a lift in conversion. We're obviously bullish on what that will do for our business. I mentioned that in my opening remarks, as did Bob. We think it will be very beneficial to conversion and unit economics alike, and therefore gross profit per unit and aggregate gross profit. That's all we're going to say on that. As far as third quarter, what I'd say is we haven't closed our books yet on third quarter. We'll be back in a month's time to give you the full rundown on Q3 and give Bob a chance to have more than 30 days under his belt to make sure that we give a robust look back and look forward into Q4. I would just suggest stay tuned on that. Yes, Rajat, I just wanted to add to Paul's comments that one of the important things on this transaction as well is just streamlining our lending platform is going to simplify our process for our employees and our customers which will really lead to improving customer service and satisfaction. Just to add on to what Paul was saying before, if you look at the non-prime segment right now, it has the lowest conversion rate on our website right now. This acquisition of UACC and their proven business model with the non-prime segment, we really believe will enable us to increase our conversion rates. Thank you. Our next question comes from Zach Fadem with Wells Fargo. Good morning, guys. With respect to the customer experience, can you explain how this transaction better positions you to serve the customer? Is this a situation where you may have left sales or units on the table due to lack of these capabilities? Perhaps explain why you're better able to provide the service that you were perhaps missing before. Yeah, Zach. Thanks for the question. I think Bob actually started to answer it as he answered the previous question. When you integrate the end-to-end lending solution all together, the customer experience just improves. It takes friction out of the system, and the experienced customers end up flying through and being able to find the lending solution that they need. In terms of were we leaving deals on the table, the answer is a resounding yes, right? If we're able to participate in more of the unit economics associated with the transaction, if we have an experienced lender in UACC that has experience in dealing with non-prime markets, there is no doubt that there is growth associated with this acquisition, and we've mentioned that will drive the conversion, and conversion will drive growth of the business. We're really excited about what lies ahead for us. Paul, could you walk us through the philosophy in a little more detail around holding originated loans on the balance sheet versus monetizing via forward flow agreements, ABS market, et cetera? Then on the forward flow agreements, is this a situation where you will hold the loan on the balance sheet, you'll collect interest income, and then sell it to a third party or an ABS transaction? Are those deals already in place with the third parties? Zach, I'll talk about that a little bit. Right now, UACC, they have securitization programs in place. What we'll do initially is we'll sell the unencumbered loans, and we'll take those off the balance sheet immediately. What you'll see in the future is that, subject to the SEC requirements, if they're forward flow transactions, they'll basically come right off of our balance sheet. If they're securitizations, we'll have to hold a minimal amount of the amount of securitization per SEC requirements, and we'll take the rest off of the balance sheet. It's going to be an asset-light structure that's very consistent with our large competitors. Got it. Appreciate the time, guys. Thanks, Zach. Our next question comes from Seth Basham with Wedbush Securities. Thanks a lot, and good morning. I have a follow-up on that question. In terms of how you expect to manage the securitization program going forward with UACC, you don't plan on holding onto a vast majority of the residual interest in securitizations, which should enable you to move these off balance sheet, if I'm understanding that correctly. Can you give us some insight as to why you plan on doing it that way versus the way UACC has been doing it historically? Yes. One of the primary focuses that I mentioned in my comments is that we want this to be an asset-light transaction. The way that we've structured this is, we feel that we can enjoy in the economics of the deal without having to encumber our balance sheet with excess assets. From our perspective, we believe that's a very favorable trade, and that's the appropriate process for our company. Okay. Thank you. As a follow-up, what have been the recent gain rates on ABS transactions that UACC has been doing so we can benchmark their performance relative to peers? Yeah, I'm not going to comment specifically on the numbers. They're a private company right now, but if you look at their historical performance has been very strong with their AAA rating. Their securitizations have been extremely well-received in the marketplace. They're really pros at what they do, and we're really excited to be partnering with them and to have the team join our company. Okay. Thank you. Thank you. Our next question comes from Nick Bacchus with Raymond James. Hey, guys. Good morning. Thanks for taking my question. Just in terms of UACC over time, what% of transactions do you think would be financed over time via UACC? I understand it's kind of non-prime initially, and then over time, going to prime as well. How would you think about what portion of transactions would be financed via UACC? Yes. Thanks for the question, Nick. Really, our goal is to transition our lending base to 100% of the captive over time. We need to do some work with UACC to basically expand their capabilities into the prime segment, and that is part of the investments that we're going to be making. That's going to allow them to expand their capabilities. It is our intent to migrate from where we're at today to move to a fully captive over the course of the next year and a half to two years. Got it. Just on your TAM and how you think about your TAM today, and then as you're opening up more of the market by focusing on some of the lower price point cars, how would you think about just TAM expansion with this acquisition over time? I'll take that, Nick. Look, it expands the TAM, right? If we're playing in a certain segment of the credit spectrum that skews more prime and super prime with vehicles and average selling prices that skew more prime and super prime, this expands the TAM and expands our opportunity. I think Bob said it well in his comments. We certainly believe that while we'll move towards where the bigger chunks of the demand sections of the market are, and maybe down in average selling price into the low and mid-$20,000 range in terms of average selling price, we think we're still going to be able to maintain very healthy unit economics associated with these transactions. We just see this as a broad-based win by leveraging UACC's platform. Got it. Thanks very much, guys. The next question comes from Naved Khan with Truist Securities. Yeah, hi. Thanks a lot. I guess two questions. Maybe can you just talk about the technology aspect of the UACC business, how scalable is it, or how plug-and-play can it be, versus maybe changes you might need to make on your end to make it scalable? The other question I had is just around sort of a bigger picture view of the business. Between The CarStory acquisition last year, and this most recent one, you have made two moves to, I guess, plug some of the gaps that you had on the product side. Where do you think you stand today? Are there any other things that you need to address, either organically or through M&A? Just talk about that. Great. I'll take those. Thanks for the question. While I would love to be able to say that we live in a world of things that just plug and play, this will take some doing. I think Bob articulated our timeline and our steps that we will take to integrate the technology. We believe the platform is scalable, and our teams are going to get to work as soon as logical and possible to start that integration and pressure test the business. We would not have purchased the business if we didn't think that that business could support where we are headed, and we are headed for scale. That's the way we think about it. We are very optimistic that the business will connect and connect well, integrate and integrate well, and scale. Yeah, let me just add Paul. Yeah. Go ahead. Yeah. Thanks, Paul. One of the things I just wanted to add to that was, but I also want everyone on the call to understand that right out of the gate, we're going to add If you think about Vroom as a very large dealership for UACC, we'll add UACC into our platform immediately, and then we'll begin the process of making the investments that we need to make to basically expand them into a fully captive. Initially, we will be able to address a portion of the individuals that are coming to our website to purchase our vehicles through really just adding Vroom as a dealership to UACC. Then we'll begin making those investments that we discussed earlier. Thanks, Bob. As far as the CarStory acquisition and now the UACC acquisition, look, we're connecting the dots. We know well that this business has a path to profitability when you have scale and unit economics. The CarStory acquisition enabled superior data science to allow us to be better buyers, better pricers, better merchandisers, right? Drive unit economics. You can see that this fits really well into our jigsaw puzzle, if you will, where now we've got lending that we can lend across the entire credit spectrum, improving our unit economics and improving our conversion. That's good for business to drive scale. Look, we put our business in a position where we will be opportunistic if, in fact, there are critical pieces of the puzzle that we need to put together. We believe that these last two acquisitions actually put Vroom in a very strong position to scale and scale profitably. Great. Thank you, Paul. Thank you, Bob. Thank you. Thank you. I'm not showing any further questions at this time. I'd like to turn the call back over to our host for any closing remarks. Great. Thank you all for attending the call. I'm sure we'll talk to you in a month. Appreciate it. Ladies and gentlemen, this does conclude today's presentation. You may now disconnect, and have a wonderful day.