Ladies and gentlemen, welcome to Vroom's presentation on its long-term strategic plan. Today's audio webcast and the full presentation can be found at ir.vroom.com. Please note that the discussion today includes forward-looking statements within the meanings of the federal securities laws, including, but not limited to, statements about Vroom's operations and future financial performance, our expectations and business strategy regarding Vroom, United Auto Credit Corporation and CarStory, the implementation of our three objectives and four strategic initiatives, and our indicative models regarding Discount Income, Adjusted EBITDA, unrestricted cash, and excess liquidity. These and other forward-looking statements are based on management's current assumptions and are neither promises nor guarantees and are subject to a number of risks, uncertainties, and other important factors that may cause actual results to differ materially. 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 thirty-first, twenty twenty-three, as updated by a quarterly report on Form 10-Q for the quarter ended June thirtieth, 2024, for additional discussion of factors that could cause actual results to differ materially. Please note further that today's discussion, including the forward-looking statements, speak only as of the date of today's presentation, and Vroom assumes no obligation to update such statements. The company may discuss certain non-GAAP financial measures during today's presentation, including EBITDA and adjusted EBITDA. Each of these are defined on slide two of the presentation, which can be found at ir.vroom.com. The reconciliation of each of the non-GAAP measures in this presentation to the corresponding GAAP measure in each case is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding and the potential variability of the costs and expenses that may be incurred in the future. Turning to slide three. Joining us today are Tom Shortt, Chief Executive Officer, Stefano Balestreri, Chief Risk Officer of UACC, Lynn Elam, Chief Operating Officer of UACC, Stacie Grueser, Senior Vice President of Sales and Marketing, and myself, Jon Sandison, Chief Financial Officer of UACC. Now over to slide four. Here is today's agenda. Members of our leadership team will be discussing our new strategic direction following the wind down of the Vroom eCommerce automotive dealer business. Turning to slide five. I'll now turn it over to Tom, our Chief Executive Officer, to walk you through an overview of our collective businesses. Tom? Thank you, John, and thank you to all of our stakeholders who are joining us for today's presentation. Turning to slide six. On January twenty-second of this year, we announced that we were winding down our Vroom eCommerce used vehicle dealership business in order to preserve liquidity and enable the company to maximize stakeholder value through our remaining businesses. We own and operate United Auto Credit Corporation, or UACC, an automotive finance company, CarStory, a leader in AI-powered analytics and digital services for automotive retail, and we continue to own all of the intellectual property and tech assets from our Vroom eCommerce business. We believe our Vroom IP and tech stack have the potential to create value for our business, and we continue to explore opportunities to monetize these assets through asset sales, licensing, and a software-as-a-service model. Our team executed an orderly wind down with a focus on kindness, cost effectiveness, and the goal to preserve capital for our remaining businesses. The wind down was substantially complete by the end of the first quarter, and we paid off our Floor Plan Facility on February sixteenth, 2024, less than thirty days from the announcement of the wind down. As part of the wind down process, we made the strategic decision to maintain certain tech and advanced analytics resources to invest in our remaining businesses. Our team has been focused on building a long-term strategic plan aimed at leveraging our remaining assets to improve the profitability of our business. Thus far, I'm very pleased with the collaboration among the different teams and their creativity to leverage assets from all three of our businesses to build this long-term strategic plan that we believe provides significant opportunity for our stakeholders going forward. Turning to slide seven. United Auto Credit Corporation, or UACC, has a twenty-eight-year history of lending in the subprime market and offers financing services to a nationwide network of thousands of motor vehicle dealers in forty-nine states. UACC enables these dealers to finance their customers' purchases of new and used automobiles, medium and light-duty trucks and vans with competitive financing terms. Historically, the credit programs offered by UACC are primarily designed to serve customers who have limited access to traditional motor vehicle financing. The UACC platform brings with it extensive application processing, underwriting, and servicing capabilities. UACC services the retail installment sales contracts it originates or purchases, including those it originated or purchased for customers of Vroom's former eCommerce business. To fund the UACC's automotive finance operations, eligible retail installment sales contracts that UACC originates or purchases are pledged to lenders under warehouse credit facilities. UACC maintains long-standing lending relationships with major financial institutions, including Wells Fargo, JP Morgan, Capital One, and Fifth Third. UACC has typically sold receivables to third-party investors via securitization transactions, with UACC continuing to service the finance receivables underlying those contracts. Since two thousand and twelve, UACC has completed 16 securitization transactions with over $3 billion in issued notes. Turning to slide eight. The subprime market is a large and fragmented market, which we believe can provide opportunity for UACC to pursue profitable growth. Turning to slide nine. CarStory is a leader in AI-powered analytics and digital services for automotive retail. CarStory offers its digital retailing services to dealers, automotive financial services companies, and others in the automotive industry, which use CarStory solutions to enhance their customer experience and drive increased vehicle purchases. CarStory drives automotive retail innovation by aggregating, optimizing, and distributing data from thousands of automotive sources. CarStory tracks over three and a half million unique vehicle identification numbers, or VINs, listed for sale every day. Our CarStory VIN database has data on over two hundred and forty million unique VINs, one hundred and eighty million window stickers, three point eight billion vehicle photos, and three hundred and sixty million sales cycles. This data is aggregated with demand insights from millions of consumer sessions and VIN data from CarStory's proprietary VIN database, with the goal of generating more accurate prices. CarStory helps dealers improve their business by leveraging data science models for retail pricing that provide predictive pricing for marketing, buying, selling, and VIN-level features. In addition to its data analytics and digital services, CarStory powers white-labeled storefronts for automotive marketplaces and finance companies. In developing its white-label capabilities, CarStory also has developed a variety of consumer-focused functions designed to enhance the customer experience and drive conversion. Moving to slide ten. Our CarStory VIN database has information on a significant percentage of U.S. VINs by model year. Coverage of the most recent VIN years generally increases as built-to-order vehicles are resold in the used market. Moving to slide eleven. Our CarStory VIN database provides insights into market prices for vehicles based upon the VIN's actual trim, features, and options that may not be included in a basic VIN decoder, as well as local variations of the value of the vehicle. Calculating a vehicle's price hasn't changed a lot in the last thirty years. Answering the question of what is a car worth drives the automotive industry. However, many of today's efforts fall short. Most pricing solutions and book values provide a generalized average, but often ignore real-time market supply and demand, are often focused on the past, are often based on incomplete or inaccurate representations of the vehicle, and often rely on rudimentary comparison sets. For example, basic year, make, model, trim, mileage, and region. As you can see in the slide, a 2022 Chevy Equinox can have a very wide range of prices. In this example, we looked at the last listed price for 2022 Chevy Equinox LT trim vehicles within a 5,000 mileage band that were last seen for sale between May first and July first of this year. On the left, you can see nationwide prices for the same year, make, model, trim, and similar mileage vary by $10,000. On the right, we reduce the sample size to just the state of Ohio vehicles and still have an $8,000 range in list price. Moving to slide 12. Unlike simple averages, we believe CarStory's patented neural net algorithm provides a more accurate market price. CarStory starts with its proprietary VIN database and then uses AI to estimate the vehicle's price. CarStory's Real Market Price predicts specific outcomes, is powered by real-time market supply and demand, focuses on the present and future, uses machine learning and constantly improves, and uses a patented algorithm to create the more accurate comparisons. Turning to slide 13. CarStory's VIN data and pricing models are foundational to use cases and products throughout our business. A few examples include price elasticity. At Vroom, we leverage our CarStory VIN database to develop regional and national price elasticity curves for individual VINs when we purchase VINs from consumers and for determining our sales price of our inventory. VIN spec uses our proprietary VIN database, including listings, window sticker data, and photo OCR, to provide detailed and more accurate VIN specifications. More accurate vehicle listing data helps dealers and lenders put the right price on a vehicle. Instant Cash Offer. CarStory's Instant Cash Offer uses AI to generate a more accurate vehicle appraisal by analyzing market trends, vehicle specifications, local demand, and dealer performance. Vehicle depreciation. Leveraging CarStory's historical listings, we apply machine learning to forecast vehicle prices, supply, and demand into the future for support of long-term vehicle valuations. Moving to slide fourteen. We'll now provide an overview of our strategic plan. Onward to slide 15. As I mentioned, our goal is to leverage the assets and intellectual property of all three businesses, UACC, CarStory, and Vroom. We have three objectives. First, achieve pre-COVID cumulative net losses, or CNL, or lower. Two, grow originations with pre-COVID CNLs or lower. And three, lower our operating costs. We have four strategic initiatives. First, build a world-class lending program. Second, build a world-class sales and marketing program. Third, build operational excellence in originations. And fourth, build operational excellence in servicing. On to slide 16. Over the last five months, we've built a long-term strategic plan with three indicative models. Each model is intended to build on the potential success of the base model. We will aim to be on track for our base model before committing to the growth model, and on track with our growth model before committing to the aggressive growth model. The key goals in each model are as follows: The base model, subprime program, cumulative net losses or CNLs at pre-COVID levels, reducing our origination costs per funded contract to pre-COVID levels, reducing our servicing costs per serviced account to pre-COVID levels, leveraging CarStory Real Market Price for valuations in underwriting and servicing activities, and integrating existing Vroom and CarStory tech into our UACC dealer portal. Our growth model, subprime program CNL in the high teens, near-prime program CNL around 10%, reducing our servicing costs per service account to approximately 10% below pre-COVID levels, grow our near-prime program to approximately 10% of originations, begin to grow in the franchise dealer market and continue to add new features and functions to our UACC dealer portal. Our aggressive growth model, subprime program CNL in the mid-teens, reduce our servicing costs per serviced account to approximately 15% below pre-COVID levels, grow our near-prime program to approximately 20% of originations, continue to add new features and functions to our UACC dealer portal, and accelerate growth across our subprime program, near-prime program, and the franchise dealer market. Turning to slide seventeen. I'll now turn it over to Stefano, our Chief Risk Officer, to walk you through our goal to build a world-class lending program. Stefano? Thanks, Tom. Turning to slide 18. We believe that a key component of building a world-class lending program is integrating advanced and predictive analytics into our business. Predictive analytics, like the chart shown here, help provide early visibility into origination performance. As you can see, the historical view of our cumulative net loss at 12 months, the gray line, and at 48 months, the yellow line, tells a story of where we've been and where we intend to take the business. The orange line is our proprietary multivariate model, aimed at predicting 12-month CNL based upon four months of loan performance. These three lines are highly correlated with each other. From 2017 through early 2020, we saw performance in a very tight band. In 2020 and into 2021, as a result of COVID stimulus payments, we experienced record-low realized losses. In twenty twenty-one and through twenty twenty-two, we saw the used vehicle market appreciate rapidly and then depreciate in late twenty twenty-two. During that time, UACC grew origination volume and increased average LTVs. As a result, we saw significant increases in both severity and frequency of losses for those vintages. In the first quarter of twenty twenty-three, we significantly tightened credit and lowered LTVs. As you can see from the gray line, beginning in March of twenty twenty-three, we are seeing twelve-month CNL performance back in line with pre-COVID levels. Currently, our proprietary model prediction, shown by the orange line, is within pre-COVID ranges. Turning to slide nineteen. As you can see here, we've laid out a plan for reaching our goal of building a world-class lending program. The first step involves enhancing our data inputs to make better credit decisions regarding potential customers. This starts with building a new internal customer scorecard, which improves our ability to differentiate credit default risk. We're also planning to expand our early performance prediction models beyond what we just shared on the last slide, to help us navigate the changing market. Next, we aim to modernize our program by enhancing our system decisioning capabilities, putting the new risk insights to use in the most effective way. We expect to create a more seamless application process by pre-verifying stipulations, returning optimized decisions, as well as alternative options to the dealer customer. In the longer term, we intend to expand our product offerings by having more flexible vehicle service contract policies, enter the franchise market with a program that suits their needs, and have market area-specific programs, moving away from a one-size-fits-all approach. Turning to slide 20. In June, we introduced a near-prime program pilot. We believe this to be a significant initiative supporting our growth model. Dealers tend to work with a collection of lenders who cover the credit and program needs of their customers. Lenders who cover a broader footprint are likely to be higher in the pecking order, receiving more first-look credit applications. By expanding our credit footprint into the near-prime segment, UACC intends to increase the utility of our program for our dealers. As this program grows and matures, we intend to receive more first-look credit applications, along with improved credit quality, and thus aim to increase our penetration within the dealership of our core subprime segment. Turning to slide 20. As discussed previously, we have established disciplined risk management practices that we expect will enable our portfolio's performance to achieve acceptable risk tolerances. As we continuously refine and build a world-class lending program, we plan to create opportunities to introduce new program offerings, like the Near-prime program. These new offerings should increase our relevance and improve our positioning within dealerships, in turn, creating what we hope is a virtuous cycle of improved credit performance. Turning to Slide 22. We leverage publicly available S&P Global Ratings research for auto receivable trusts for years 2022 through 2024, plotting the average FICO and expected CNL for the securitizations to get an understanding of the credit risk within the greater market. Seeing where we currently stand versus other issuers with similar credit risk portfolios, shed a light on the opportunity for us to lower our CNL. Turning to Slide 23. We have seen some initial success in our risk models within the near-prime credit space on the Vroom portfolio. Within the eight months of originations from July 2023 to February 2024, we funded two hundred and thirty-five deals, and we have yet to experience a loss. We took our learnings from this program and modified it for the standard indirect dealer market. We recently launched a new near-prime program for the greater than six hundred FICO customer, where we offer lower fees, lower APRs, longer financing terms, and higher max advance. In less than three months of the new near-prime program pilot, we have funded two hundred and thirty-three deals. We're closely watching the results of the near-prime program and have seen double the conversion rate of the control group, all while maintaining expected structured metrics thus far. Turning to Slide twenty-four. Zooming in on the near-prime securitizations, we can compare the average FICO we are capturing, which currently sits at 672, with the peer issuers and their expected CNL. This, along with our success to date with the Vroom portfolio, is the foundation for our goal to achieve a 10% CNL for this group. Turning to Slide 25. I'll now turn it over to Stacy, our SVP of Sales and Marketing, to walk you through our goal to build a world-class sales and marketing program. Stacy? Thanks, Stefano. If you turn to Slide twenty-six, you will see that UACC has built out a national brand licensed in forty-nine states. We work with dealers in major markets, as well as those in less densely populated areas, through a combination of external and internal salespeople. We intend to continue to leverage our national brand while operating locally in competitive markets to drive market share growth through deeper dealer relationships and partnerships. Additionally, we plan to continue to optimize the distribution and focus of our sales resources in order to provide growth across the country. Turning to Slide twenty-seven. As we work to build out a world-class sales and marketing organization, we have a number of initiatives underway across five major sections. You will see consistent themes across these sections around data utilization and a focus on items that allow for improved dealer performance and commitment. Components are being built with the express goal of attracting and retaining great dealers and driving deeper dealer engagement in order to facilitate growth. We intend to measure the forward progress along these major sections and continuously analyze how it translates into improved dealer experience, engagement, and profitability. Next, moving on to Slide twenty-eight, all UACC dealers have access to our dealer portal, the FastLane. The FastLane is a one-stop shop that allows dealers to have twenty-four/seven access to all of their deals, including instant credit approvals, the ability to rework new deals, visibility into their own performance, and viewing and printing all applicable paperwork and contracts. If we move to Slide twenty-nine, we can see one of the more recent updates to the FastLane. As Tom mentioned earlier, we have been integrating existing Vroom and CarStory tech into our UACC dealer portal. In June of this year, we launched the ability for dealers to access their inventory directly in the system. This allows for a more streamlined experience in selecting vehicles and provides the opportunity for dealers to improve their own profitability by utilizing data provided through those integrations. Updates such as this to our portal allow us to continue to drive deeper dealer engagement and better dealer performance. I'll now turn it over to Lynn, our Chief Operating Officer, to walk you through our goal to build operational excellence in originations. Lynn? Thanks, Stacy. Turning to Slide 31, our origination costs per funded contract have increased 72% from 2019 to 2023. Over the last six months, we've been focused on improving our processes, systems, and operating costs, and we are beginning to see improvements in our origination costs. Turning to Slide 32, we have a significant opportunity to improve our efficiencies by reducing the percentage of funded deals requiring manual restructuring and re-decisioning. While 98% of our initial credit decisions are fully automated, 80% of our funded deals require manual support to find the right structure that works for the dealer and the customer. By improving our credit decision callbacks and expanding the tools supporting dealer self-servicing, we expect to reduce the percentage of dealers requiring manual intervention. With these enhancements, we aim to improve our conversion rates and reduce unit origination costs. Now turning to Slide 33. Our funding process requires extensive review of documents to collect and verify information. Leveraging the assets and intellectual property developed for the Vroom titling and registration process, we plan to automatically process funding items by classifying the document type, identifying and collecting relevant information for data extraction, and detecting inconsistencies within documents that evidence fraud or incomplete efforts by the dealer or customer. For example, missing signatures. This best-in-class technology facilitated a faster response, improved accuracy, better fraud detection, and reduction in operating expenses within Vroom's titling and registration process.... Similarly, we expect the UACC funding process to achieve faster turn times, improved accuracy, better fraud detection, and reduced costs. Next, turning to Slide 34. Within our credit decisioning process, we are building an automated pre-verification decisioning engine to allow dealers to submit stipulations for verification prior to contracting. Utilizing information from fintech data providers has the potential to enable us to automatically verify credit application information provided by customers and entered by dealers. This process is intended to improve dealer service by reducing funding turn times, decreasing funding operating costs, and increasing our conversion rate. Turning to slide 35, I'll now walk you through our goal to build operational excellence in servicing. Now turning to slide 36. Our servicing cost per service account has increased 60% from 2019 to a high in February 2024. Over the last six months, with help from our advanced analytics team, we improved metrics, processes, and operating costs, and we are beginning to see improvement in our servicing costs per serviced account. Next, turning to slide 37. As we build out a world-class servicing organization, we have a number of initiatives underway focused on automation and creating a frictionless consumer experience. As Tom mentioned earlier, we retained some of our advanced analytics and product and technology resources, allowing for the utilization and expansion of data science decisioning models and workflow management to create servicing efficiencies. As consumer preferences evolve, we plan to shift our reliance from traditional telephony-based communications to whatever mode of interaction our customers prefer. Likewise, we intend to continue to expand our payment processing platform to reflect the growth of digital wallets. Turning to slide thirty-eight. We're excited to have recently launched a native mobile app for our UACC customers. Initial functionality includes standard self-servicing account management features, payment processing, direct dial capabilities, payment location finder, auto-pay management, and push notifications. Subsequent versions are planned to incorporate originations processing, expanded self-servicing, flexible payment calendars, and timely messaging, helping customers protect the value and performance of their vehicle. Turning to slide thirty-nine, I'll now turn it back over to John, our UACC CFO, to summarize our strategic plan indicative models. John? Thanks, Lynn. Turning to slide 40. Tom laid out earlier our three indicative models for our long-term strategic plan. At the core of all three is our base model, which focuses on returning portfolio performance and operational cost metrics back to the pre-COVID levels. Our goal is to maintain the gross service portfolio size, primarily operating in the subprime space as we do today, and target between 2.5% to 5% long-term Adjusted EBITDA percentage service portfolio target. We believe that we can be profitable at the current portfolio size by focusing on driving costs out of the business through leveraging advanced analytics to drive efficiencies and operations and improving the loss performance of the portfolio. Our growth model, detailed in the middle column of slide 40, indicates a growth service portfolio of around $2 billion and 3.5%-5% long-term adjusted EBITDA% of service portfolio target. Key drivers of this plan include growing the near-prime originations to 10% of our total origination volume at around 10% cumulative net loss target. Additionally, we intend to make further investments in our dealer portal, which we expect to drive enhanced priority in our dealer base, generating incremental volume and conversion, resulting in portfolio growth and improved cumulative net loss results in our subprime program. Finally, our aggressive growth model, which would require us to raise additional operating capital, indicates a growth service portfolio size of $3-$4 billion and 4%-5% long-term adjusted EBITDA% of service portfolio target. Under this model, we would expect approximately 20% of originations to come from the near-prime program, along with growth in the franchise dealer space. The way we were thinking about all three models is that all of them require us to deliver on the base case, return UACC to profitability, and execute well in the spaces we are already playing in. Based on our success in doing so, we then earn the right to grow further, expand further into the near-prime segment, and begin execution of the growth model. The strategic initiatives and priorities are the same across all three models. It is just the growth trajectory and the magnitude that differs in future years. Turning to slide 41. One important thing to note is that we are currently in the process of building back our discount income recognition on the P&L as a result of selling the residual certificates associated with our securitizations in 2022. As you may recall, we sold the residual certificates to our 2022-1 and 2022-2 securitizations and recognized a $45 million gain on sale in fiscal year 2022. By recognizing the gain on sale, we brought forward the discount income for those pools that we have historically recognized over the life of the receivable via discount amortization. As you can see on the chart, we recognize significantly less discount income in 2023 than prior years, and based on our indicative models, expect to build back that discount income recognition over time. Discount income recognition is a non-cash item, but does impact our Adjusted EBITDA. Turning to slide 42. The charts on this slide represent indicative model potential ranges and Adjusted EBITDA for both the base and growth models. Our indicative models do not reflect potential interest rate reductions, a potential recession, or other potential macroeconomic, operational, and competitive risks. As you can see, our model indicates that there is a potential to produce a positive Adjusted EBITDA quarter in 2025, with the potential for a positive Adjusted EBITDA in full year of twenty twenty-six. The base model indicates a twenty twenty-nine Adjusted EBITDA range of approximately $25-$45 million, while the growth model indicates a potential Adjusted EBITDA range of approximately $70-$100 million. Turning to slide 43. Regarding operating capital, the indicative models currently indicate that we can execute both the base and growth models without requiring incremental operating capital. Our models indicate that we may generate positive free cash flow in 2027. If we were to pursue the aggressive growth model, we currently anticipate that it would require raising additional operating capital. Turning to long-term debt. Our three indicative models currently do not take into account the Convertible Senior Notes. We have $287.6 million of aggregate principal amount of Convertible Senior Notes outstanding, net of deferred issuance costs of $2.9 million. The notes will mature on July 1, 2026, subject to earlier repurchase, redemption, or conversion. We will continue to explore strategic options for addressing our outstanding Convertible Senior Notes. I'd like to now turn the presentation back over to Tom for closing remarks. Thanks, John. In conclusion, we are excited about the opportunity that is ahead of us here at UACC, CarStory, and Vroom, and we see a lot of complementary capabilities across the organization that we believe have the potential to give us a competitive advantage. We look forward to continuing to update you on our progress of our three objectives and our four strategic initiatives each quarter. Thank you for your time and attention to today's presentation, and have a great day.
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