Commitments and Contingencies | 8. Commitments and Contingencies Contractual Obligations and Commitments As of June 30, 2023, all of the Company’s property, equipment, and externally sourced internal-use software have been purchased with cash with the exception of amounts related to unpaid property and equipment, capitalized website development, capitalized internal-use software and capitalized hosting arrangements, and amounts related to obligations under finance leases as disclosed in the Unaudited Condensed Consolidated Statements of Cash Flows. In connection with the 1001 Boylston Street lease, the Company expects to spend approximately $ 69,815 , net of tenant reimbursements. As of June 30, 2023, the Company has incurred $ 8,835 in expenses, of which $ 8,641 was capitalized. The Company has also signed $ 2,526 in contract commitments, which have not yet been incurred. The Company has no other material long-term purchase obligations outstanding with any vendors or third-parties. Leases The Company’s lease obligations consist substantially of various leases for office space in: Boston, Massachusetts; Cambridge, Massachusetts; San Francisco, California; Addison, Texas; and Dublin, Ireland. As of June 30, 2023, there were no material changes in the Company’s leases from those disclosed in the Annual Report, other than those described below. New Material Leases The Company’s oper ating lease agreement in Boston, Massachusetts for 225,428 square feet at 1001 Boylston Street (the "1001 Boylston Street Lease") commenced on February 3, 2023 ("Delivery Date") as the Company has been granted access to begin its build out. The “Commencement Date” of the lease term is the earlier to occur of (i) the date that is 12 months following the Delivery Date and (ii) the date that the Company first occupies the premises for the normal conduct of business for the Permitted Use (as defined in the 1001 Boylston Street Lease). The initial term will commence on the Commencement Date and expire on the date that is 180 full calendar months after the Commencement Date (plus the partial month, if any, immediately following the Commencement Date). The 1001 Boylston Street Lease provides for the option to terminate early under certain circumstances and contains options to extend the lease term for two additional periods of five years. The 1001 Boylston Street Lease provides for annual rent increases through the term of the lease, leasehold improvement incentives, and variable payments related to operating expenses, management fees, taxes, utilities, insurance, and maintenance expenses. The 1001 Boylston Street Lease also contains both lease and non-lease components. Non-lease components relate to operating expenses, parking, utilities, and maintenance expenses. The Company expects to move into the office space in 2024. Lease Commitments As of June 30, 2023, future minimum lease payments for all leases are as follows: Year Ending December 31, Operating Remainder of 2023 $ 5,974 2024 15,922 2025 18,592 2026 22,334 2027 22,742 Thereafter 231,155 Total lease payments $ 316,719 Less imputed interest ( 109,665 ) Total $ 207,054 The table above does not include leases signed but not yet commenced as of June 30, 2023. As of June 30, 2023, total estimated future minimum lease payments for leases signed but not yet commenced are estimated to be $ 1,093 . The lease is expected to commence in the current fiscal year with lease terms of approximately two years . For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, the Company recognized $ 9,103 , $ 4,176 , $ 16,547 , and $ 8,228 of lease costs, respectively. As of June 30, 2023, the weighted average remaining lease term was 13.2 years, and the weighted average discount rate was 5.7 % . As the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company estimated the incremental borrowing rate based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term. The Company has no historical debt transactions and a collateralized rate is estimated based on a group of peer companies. The Company used the incremental borrowing rate on January 1, 2019 for leases that commenced prior to that date. Sublease Income As of June 30, 2023, future minimum sublease income payments are as follows: Year Ending December 31, Sublease Remainder of 2023 $ 1,120 2024 1,951 2025 1,023 2026 — 2027 — Thereafter — Total $ 4,094 Restricted Cash The 1001 Boylston Street Lease and the Company’s leases in Cambridge, Massachusetts and San Francisco, California have associated letters of credit. As of December 31, 2022, all letters of credit were collateralized by cash, which was recognized as restricted cash in the Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2023, $ 742 of letters of credit were included under the 2022 Revolver Sub-facility, as the Company canceled two letters of credit associated with the San Francisco and the Cambridge (55 Cambridge Parkway) leases and reissued these letters of credit under the 2022 Revolver Sub-facility. As of June 30, 2023, $ 8,885 of letters of credit associated with the 1001 Boylston Street Lease remained collateralized by cash, which was recognized as restricted cash in the Unaudited Condensed Consolidated Balance Sheets. The Company expects to cancel the letter of credit associated with the 1001 Boylston Street Lease and reissue a new letter of credit under the 2022 Revolver Sub-facility in the next 12 months. As of June 30, 2023 and December 31, 2022, restricted cash was $ 11,561 and $ 14,615 , respectively, and primarily related to cash held at a financial institution in an interest‑bearing cash account as collateral for the letters of credit related to the contractual provisions for the Company’s building lease and pass-through payments from customers related to the Company’s wholesale business. As of December 31, 2022, portions of restricted cash were classified as a short-term asset and long‑term asset, as disclosed in the Unaudited Condensed Consolidated Balance Sheets. During the six months ended June 30, 2023, the Company reclassified $ 9,378 of letters of credit from a long-term asset to a short-term asset as the Company expects to cancel and reissue the remaining letters of credit, outstanding as of December 31, 2022, under the 2022 Revolver Sub-facility in the next 12 months. Of the letters of credit outstanding as of December 31, 2022, the Company canceled a letter of credit associated with the Cambridge (2 Canal Park) lease, however, the cash was recognized as restricted cash as of March 31, 2023, until it was released from the bank. During the three months ended June 30, 2023, the Company released the cash associated with the Cambridge (2 Canal Park) lease. As of June 30, 2023, all restricted cash was classified as a short-term asset, as disclosed in the Unaudited Condensed Consolidated Balance Sheets. Acquisitions On January 14, 2021, the Company completed the acquisition of a 51 % interest in CarOffer , an automated instant vehicle trade platform based in Addison, Texas, with the option to acquire portions of the remaining equity in the future. During the year ended December 31, 2022, the Company determined not to exercise its call right to acquire up to an additional 25 % of the fully diluted capitalization of CarOffer. In the second half of 2024, the Company will have a call right to acquire all, and not less than all, of the remaining equity interests in CarOffer and the representative of the holders of the remaining equity will have a put right to sell to the Company all, and not less than all, of the remaining equity interests in CarOffer. D etails of this acquisition are more fully described in Note 2 to the consolidated financial statements contained within the Annual Report. Legal Matters From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. The Company recognizes a liability when it believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability. The Company is not presently subject to any pending or threatened litigation that it believes, if determined adversely to the Company, individually, or taken together, would reasonably be expected to have a material adverse effect on its business or financial results. However, litigation is inherently unpredictable and the future outcome of legal proceedings and other contingencies may be unexpected or differ from the Company’s estimated liabilities, which could have a material adverse effect on the Company’s future financial results. Guarantees and Indemnification Obligations In the ordinary course of business, the Company enters into agreements with its customers, partners, and service providers that include commercial provisions with respect to licensing, infringement, guarantees, indemnification, and other common provisions. The Company provides certain guarantees to dealers through products such as its 45 -Day Guarantee and OfferGuard service offerings on the CarOffer platform, which are accounted for under ASC Topic 460, Guarantees . 45-Day Guarantee is an arrangement through which a selling dealer lists a car on the CarOffer platform, and the Company provides an offer to purchase the vehicle listed at a specified price at any time over a 45-day period. This provides the seller with a put option, where they have the right, but not the obligation, to require the Company to purchase the vehicle during this window. OfferGuard is an arrangement through which a buying dealer purchases a car on the CarOffer platform, and the Company provides an offer to purchase the vehicle at a specified price between days 1 and 3, and days 42 and 45 if the dealer is not able to sell the vehicle after 42 days. A guarantee liability is initially measured using the amount of consideration received from the dealer for the purchase of the guarantee. The initial liability is released, and guarantee income is recognized, upon the earliest of the following: the vehicle sells during the guarantee period, the seller exercises its put option during the guarantee period, or the option expires unexercised at the end of the guarantee period. Guarantee income is recognized within wholesale revenue in the Unaudited Condensed Consolidated Income Statements . Gains and losses resulting from dealers' exercise of guarantees are recognized within wholesale cost of revenue in the Unaudited Condensed Consolidated Income Statements. When it is probable and reasonably estimable that the Company will incur a loss on a vehicle that it is required to purchase, a liability and a corresponding charge to wholesale cost of revenue is recognized for the amount of the loss in the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Income Statements. For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, income for guarantees purchased by dealers was $ 546 , $ 2,292 , $ 1,160 , and $ 5,595 , respectively. For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, the loss, net of gains, recognized within cost of revenue in the Unaudited Condensed Consolidated Income Statements resulting from dealers' exercise of guarantees was $ 164 , $ 259 , $ 89 , and $ 2,083 respectively. As of June 30, 2023, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $ 19,367 . Of the maximum potential amount of future payments, the losses that were probable were immaterial. As such, as of June 30, 2023, the Company had immaterial contingent loss liabilities. As of December 31, 2022, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $ 31,056 . Of the maximum potential amount of future payments, the losses that were probable were immaterial. As such, as of December 31, 2022 , the Company had immaterial contingent loss liabilities. |