Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Fiscal Year Focus | 2021 | |
Document Period End Date | Dec. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40256 | |
Entity Registrant Name | ACV Auctions Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2415221 | |
Entity Address, Address Line One | 640 Ellicott Street, #321 | |
Entity Address, City or Town | Buffalo | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14203 | |
City Area Code | 800 | |
Local Phone Number | 553-4070 | |
Title of 12(b) Security | Class A common stock, par value $0.001 per share | |
Trading Symbol | ACVA | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | false | |
Entity Public Float | $ 2.5 | |
Auditor Id | 42 | |
Auditor Name | Ernst & Young LLP | |
Auditor Location | New York, NY | |
Amendment Flag | false | |
Document Fiscal Period Focus | FY | |
Entity Central Index Key | 0001637873 | |
Current Fiscal Year End Date | --12-31 | |
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2021 . | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 108,240,149 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,026,404 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 358,435 | $ 208,357 | $ 106,847 |
Operating expenses: | |||
Operations and technology | 101,056 | 64,998 | 39,626 |
Selling, general, and administrative | 121,167 | 64,882 | 62,439 |
Depreciation and amortization | 8,264 | 6,075 | 1,286 |
Total operating expenses | 435,240 | 249,004 | 186,129 |
Loss from operations | (76,805) | (40,647) | (79,282) |
Other income (expense): | |||
Interest income | 129 | 748 | 2,093 |
Interest expense | (782) | (633) | 0 |
Total other income (expense) | (653) | 115 | 2,093 |
Loss before income taxes | (77,458) | (40,532) | (77,189) |
Provision for income taxes | 724 | 489 | 27 |
Net loss | $ (78,182) | $ (41,021) | $ (77,216) |
Weighted-average shares - basic and diluted | 125,332,800 | 21,596,379 | 18,370,224 |
Net loss per share - basic and diluted | $ (0.62) | $ (1.90) | $ (4.20) |
Marketplace And Service Revenue [Member] | |||
Total revenue | $ 308,350 | $ 173,120 | |
Operating expenses: | |||
Cost of revenue | $ 65,962 | ||
Customer Assurance Revenue [Member] | |||
Total revenue | 50,085 | 35,237 | |
Operating expenses: | |||
Cost of revenue | 16,816 | ||
Marketplace And Service Cost [Member] | |||
Total revenue | 87,750 | ||
Operating expenses: | |||
Cost of revenue | 159,405 | 83,553 | |
Customer Assurance Cost [Member] | |||
Total revenue | $ 19,097 | ||
Operating expenses: | |||
Cost of revenue | $ 45,348 | $ 29,496 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (78,182) | $ (41,021) | $ (77,216) |
Other comprehensive loss: | |||
Net unrealized gains (losses) on available-for-sale securities | (4) | 0 | |
Foreign currency translation gain (loss) | 21 | (56) | (1) |
Comprehensive loss | $ (78,165) | $ (41,077) | $ (77,217) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets : | ||
Cash and cash equivalents | $ 565,994 | $ 233,725 |
Marketable Securities | 13,765 | |
Trade receivables (net of allowance of $3,724 and $2,093) | 222,753 | 104,138 |
Finance receivables (net of allowance of $636 and $40) | 44,278 | 8,501 |
Other current assets | 10,623 | 8,041 |
Total current assets | 857,413 | 354,405 |
Property and equipment (net of accumulated depreciation of $4,636 and $2,439) | 4,916 | 4,912 |
Goodwill | 78,839 | 21,820 |
Acquired intangible assets (net of amortization of $7,070 and $3,059) | 18,130 | 11,491 |
Internal-use software costs (net of amortization of $3,837 and $1,963) | 17,844 | 7,775 |
Operating lease right-of-use assets | 3,264 | 2,000 |
Other assets | 2,554 | 2,147 |
Total assets | 982,960 | 404,550 |
Current Liabilities : | ||
Accounts payable | 395,972 | 151,967 |
Accrued payroll | 11,961 | 8,109 |
Accrued other liabilities | 9,806 | 4,375 |
Deferred revenue | 4,317 | 1,504 |
Operating lease liabilities | 1,306 | 746 |
Total current liabilities | 423,362 | 166,701 |
Long-term operating lease liabilities | 2,049 | 1,323 |
Long-term debt | 500 | 4,832 |
Other long-term liabilities | 952 | 5,054 |
Total liabilities | 426,863 | 177,910 |
Commitments and Contingencies (Note 8) | ||
Convertible Preferred Stock : | ||
Convertible preferred stock; $0.001 par value; 0 and 230,538,501 shares authorized; 0 and 115,269,221 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 0 | 366,332 |
Stockholders' Deficit : | ||
Preferred stock; $0.001 par value; 20,000,000 and 0 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Common stock | 22 | |
Additional paid-in capital | 801,142 | 27,322 |
Accumulated deficit | (245,161) | (166,979) |
Accumulated other comprehensive loss | (40) | (57) |
Total stockholders' equity (deficit) | 556,097 | (139,692) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 982,960 | 404,550 |
Common Class A | ||
Stockholders' Deficit : | ||
Common stock | 106 | |
Common Class B | ||
Stockholders' Deficit : | ||
Common stock | $ 50 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, Allowance | $ 3,724 | $ 2,093 |
Financing Receivable, Allowance | 636 | 40 |
Accumulated Depreciation Property And Equipment | 4,636 | 2,439 |
Amortization of Intangible Assets | 7,070 | $ 3,059 |
Preferred Stock, Shares Authorized | 230,538,501 | |
Software Development [Member] | ||
Amortization of Intangible Assets | $ 3,837 | $ 1,963 |
Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 0 | 311,100,000 |
Common stock, shares issued | 0 | 22,331,842 |
Common stock, shares outstanding | 0 | 22,331,842 |
Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A | ||
Common stock, shares authorized | 2,000,000,000 | |
Common Class A | Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 0 |
Common stock, shares issued | 106,420,843 | 0 |
Common stock, shares outstanding | 106,420,843 | 0 |
Common Class B | ||
Common stock, shares authorized | 160,000,000 | |
Common Class B | Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 160,000,000 | 0 |
Common stock, shares issued | 49,661,126 | 0 |
Common stock, shares outstanding | 49,661,126 | 0 |
Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 0 | 230,538,501 |
Temporary equity, shares issued | 0 | 115,269,221 |
Temporary equity, shares outstanding | 0 | 115,269,221 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member]IPO [Member] | Common Class A [Member] | Common Class A [Member]IPO [Member] | Common Class B [Member] | Common Class B [Member]IPO [Member] | Series D Convertible Preferred Stock [Member] | Series E Convertible Preferred Stock [Member] | Series E1 Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]IPO [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2018 | $ (41,165) | $ 18 | $ 7,559 | $ (48,742) | $ 0 | |||||||||||||
Balance, Shares at Dec. 31, 2018 | 17,929,302 | |||||||||||||||||
Balance at Dec. 31, 2018 | $ 149,594 | |||||||||||||||||
Balance, Shares at Dec. 31, 2018 | 95,693,296 | |||||||||||||||||
Issuance of Preferred Stock net of issuance costs | $ 2,058 | $ 159,816 | ||||||||||||||||
Issuance of Preferred Stock net of issuance costs, Shares | 467,861 | 14,466,016 | ||||||||||||||||
Net loss | (77,216) | (77,216) | ||||||||||||||||
Other comprehensive loss | (1) | (1) | ||||||||||||||||
Stock-based compensation | 998 | 998 | ||||||||||||||||
Exercise of common stock options | $ 273 | $ 1 | 272 | |||||||||||||||
Exercise of common stock options, Shares | 711,541 | 711,541 | ||||||||||||||||
TruePartners USA LLC acquisition | $ 10,969 | $ 2 | 10,967 | |||||||||||||||
TruePartners USA LLC acquisition, Shares | 2,437,499 | |||||||||||||||||
Balance at Dec. 31, 2019 | (106,142) | $ 21 | $ 0 | $ 0 | 19,796 | (125,958) | (1) | |||||||||||
Balance, Shares at Dec. 31, 2019 | 0 | 0 | 21,078,342 | |||||||||||||||
Balance at Dec. 31, 2019 | $ 311,468 | |||||||||||||||||
Balance, Shares at Dec. 31, 2019 | 110,627,173 | |||||||||||||||||
Issuance of Preferred Stock net of issuance costs | $ 54,864 | |||||||||||||||||
Issuance of Preferred Stock net of issuance costs, Shares | 4,642,048 | |||||||||||||||||
Net loss | (41,021) | (41,021) | ||||||||||||||||
Other comprehensive loss | (56) | (56) | ||||||||||||||||
Stock-based compensation | 5,705 | 5,705 | ||||||||||||||||
Exercise of common stock options | $ 1,822 | $ 1 | 1,821 | |||||||||||||||
Exercise of common stock options, Shares | 1,253,500 | 1,253,500 | ||||||||||||||||
Balance at Dec. 31, 2020 | $ (139,692) | $ 22 | 0 | 0 | 27,322 | (166,979) | (57) | |||||||||||
Balance, Shares at Dec. 31, 2020 | 0 | 0 | 22,331,842 | |||||||||||||||
Balance at Dec. 31, 2020 | $ 366,332 | |||||||||||||||||
Balance, Shares at Dec. 31, 2020 | 115,269,221 | |||||||||||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs | $ 385,068 | $ 17 | $ 385,051 | |||||||||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs, Share | 16,550,000 | |||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock | $ (366,332) | |||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock, Shares | (115,269,221) | |||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock | 366,332 | $ 115 | $ 366,217 | |||||||||||||||
Conversion of redeemable convertible preferred stock to common stock, Shares | 115,269,221 | |||||||||||||||||
Sale of Class B Common Stock to Underwriters | $ 2 | $ (2) | ||||||||||||||||
Sale of Class B Common Stock to Underwriters, Shares | 2,482,500 | (2,482,500) | ||||||||||||||||
Reclassification of common stock to Class B common stock | $ 23 | $ (23) | ||||||||||||||||
Reclassification of common stock to Class B common stock, shares | 22,707,813 | (22,707,813) | ||||||||||||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Value | $ 86 | $ (86) | ||||||||||||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Shares | 85,836,123 | (85,836,123) | ||||||||||||||||
Net loss | (78,182) | (78,182) | ||||||||||||||||
Other comprehensive loss | 17 | 17 | ||||||||||||||||
Stock-based compensation | 23,692 | 23,692 | ||||||||||||||||
Exercise of common stock options | $ 1,631 | $ 1 | $ 0 | $ 1 | 1,629 | |||||||||||||
Exercise of common stock options, Shares | 1,503,456 | 1,124,769 | 2,715 | 375,971 | ||||||||||||||
Vested restricted stock units, Shares | 244,638 | |||||||||||||||||
Vested restricted stock units, Amount | $ (2,769) | $ 0 | (2,769) | |||||||||||||||
TruePartners USA LLC acquisition | 0 | $ 0 | ||||||||||||||||
TruePartners USA LLC acquisition, Shares | 182,813 | |||||||||||||||||
Balance at Dec. 31, 2021 | $ 556,097 | $ 0 | $ 106 | $ 50 | $ 801,142 | $ (245,161) | $ (40) | |||||||||||
Balance, Shares at Dec. 31, 2021 | 106,420,843 | 49,661,126 | 0 | |||||||||||||||
Balance at Dec. 31, 2021 | ||||||||||||||||||
Balance, Shares at Dec. 31, 2021 | 0 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series D Preferred Stock [Member] | ||
Costs Of Issuance Preferred Stock | $ 142 | |
Series E Preferred Stock [Member] | ||
Costs Of Issuance Preferred Stock | $ 184 | |
Series E1 Preferred Stock [Member] | ||
Costs Of Issuance Preferred Stock | $ 136 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (78,182) | $ (41,021) | $ (77,216) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 8,753 | 7,244 | 1,839 |
Stock-based compensation expense, net of amounts capitalized | 23,220 | 5,705 | 998 |
Provision for bad debt | 4,963 | 5,181 | 2,800 |
(Gain) on contingent liabilities | 0 | (3,063) | 0 |
Other non-cash, net | 656 | 901 | 424 |
Changes in operating assets and liabilities, net of effects from purchases of businesses: | |||
Trade receivables | (120,155) | (29,226) | (51,952) |
Other current assets | (2,047) | (5,702) | (1,701) |
Accounts payable | 242,856 | 66,217 | 46,409 |
Accrued payroll | 3,236 | 4,095 | 2,520 |
Accrued other liabilities | 2,468 | (891) | 2,772 |
Deferred revenue | 1,597 | (825) | 1,473 |
Other long-term liabilities | (1,465) | 2,418 | 0 |
Other assets | (610) | (665) | (826) |
Net cash provided by (used in) operating activities | 85,290 | 10,368 | (72,460) |
Cash Flows from Investing Activities | |||
Net increase in finance receivables | (36,956) | (5,288) | (3,253) |
Purchases of property and equipment | (2,569) | (3,503) | (3,373) |
Capitalization of software costs | (11,460) | (5,382) | (3,220) |
Acquisition of businesses (net of cash acquired) | (64,500) | (5,500) | (14,835) |
Purchases of marketable securities | (13,781) | 0 | 0 |
Net cash provided by (used in) investing activities | (129,266) | (19,673) | (24,681) |
Cash Flows from Financing Activities | |||
Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs | 385,736 | 0 | 0 |
Proceeds from long term debt | 5,250 | 6,787 | 0 |
Payments towards long term debt | (9,582) | (1,980) | 0 |
Payments towards promissory note | (2,637) | 0 | 0 |
Payment for debt issuance and other financing costs | (1,385) | (738) | (776) |
Proceeds from exercise of stock options | 1,631 | 1,822 | 273 |
Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders | (2,768) | 0 | 0 |
Other financing activities, net | 0 | (136) | (171) |
Net cash provided by (used in) financing activities | 376,245 | 60,755 | 161,526 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 332,269 | 51,450 | 64,385 |
Cash, cash equivalents, and restricted cash, beginning of period | 233,725 | 182,275 | 117,890 |
Cash, cash equivalents, and restricted cash, end of period | 565,994 | 233,725 | 182,275 |
Cash paid during the period for: | |||
Interest (income) expense | 398 | 171 | 0 |
Income taxes | 261 | 59 | 30 |
Cash paid included in the measurement of operating lease liabilities | 954 | 770 | 295 |
Non-cash investing and financing activities: | |||
Right-of-use assets obtained, including initial adoption | 2,095 | 718 | 2,146 |
Contingent consideration | 0 | 5,700 | 0 |
Stock-based compensation included in capitalized software | 472 | 0 | 0 |
Purchase of property and equipment in accounts payable | 587 | 133 | 348 |
Series D Preferred Stock [Member] | |||
Cash Flows from Financing Activities | |||
Proceeds from issuance of preferred stock | 0 | 0 | 2,200 |
Series E Preferred Stock [Member] | |||
Cash Flows from Financing Activities | |||
Proceeds from issuance of preferred stock | 0 | 0 | 160,000 |
Series E1 Preferred Stock [Member] | |||
Cash Flows from Financing Activities | |||
Proceeds from issuance of preferred stock | $ 0 | $ 55,000 | $ 0 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary Significant Accounting Policies | 1. Nature of Business and Summary of Significant Accounting Policies Nature of Business – ACV Auctions Inc. (“the Company”) was formed on December 31, 2014. The Company operates in one industry segment, providing a digital wholesale auction marketplace (the “Marketplace”) to facilitate business-to-business used vehicle sales between a selling dealership (“Seller”) and a buying dealership (“Buyer”). Customers using the Marketplace are licensed automotive dealerships or other commercial automotive enterprises. At the election of the customer purchasing a vehicle, the Company can arrange third-party transportation services for the delivery of the purchased vehicle through its wholly owned subsidiary, ACV Transportation LLC. The Company can also provide the customer financing for the purchased vehicle through its wholly owned subsidiary, ACV Capital LLC. ACV also provides data services that offer insights into the condition and value of used vehicles for transactions both on and off our Marketplace, which help dealerships, their end customers, and commercial partners make more informed decisions to transact with confidence and efficiency. Customers using data services are licensed automotive dealerships or other commercial automotive enterprises. All services are provided in the United States and are supported by the Company’s operations which are in both the United States and Canada. Basis of Consolidation – The consolidated financial statements include the accounts of ACV Auctions Inc. and all of its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Basis of Preparation – The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Management Estimates – The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, allowance for doubtful receivables, contingent consideration, fair value of guarantees, impairment of goodwill, loss estimates related to guarantee claims, fair value of stock-based awards, estimated useful lives and recoverability of long-lived assets, fair value and useful lives of acquired intangible assets, fair value of stock consideration, and accounting for income taxes, including the valuation allowance on deferred tax assets . Initial Public Offering – On March 26, 2021, the Company completed its initial public offering (“IPO”), in which the Company issued and sold 16,550,000 shares of its Class A common stock at a public offering price of $ 25.00 per share, which resulted in net proceeds of $ 388.9 million after deducting underwriting discounts and commissions. On March 26, 2021, the underwriters exercised their option to purchase an additional 2,482,500 shares of Class A common stock at $ 25.00 per share from selling stockholders identified in the Prospectus. The Company did no t receive any of the proceeds from the sale of any shares of Class A common stock by the selling stockholders upon such exercise. Immediately prior to the closing of the IPO, all shares of common stock then outstanding were reclassified as Class B common stock and all shares of the convertible preferred stock then outstanding automatically converted into 115,269,221 shares of Class B common stock. Prior to the IPO, deferred issuance costs, which consist of direct incremental legal, accounting, and consulting fees relating to the IPO, were capitalized in prepaid expenses and other current assets in the Consolidated Balance Sheets. Upon the consummation of the IPO, $ 3.9 million of net deferred issuance costs were reclassified into stockholders’ equity as an offset against IPO proceeds. Emerging Growth Company – The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Segment Reporting – Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Chief Executive Officer (“CEO”). The CEO reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment. Cash and Cash Equivalents – The Company considers all highly liquid instruments originally purchased with a maturity of three months or less to be cash equivalents. Included within Cash and cash equivalents on the Consolidated Balance Sheets are restricted cash balances of $ 0.7 million at December 31, 2021 ; the Company did no t hold restricted cash at December 31, 2020 . Receivables – Trade receivables include the price of the auctioned vehicle and fees due for services. Trade receivables are recorded net of the allowance for doubtful receivables at net realizable value. Trade receivables are due either upon the close of an auction, or upon the delivery of title from the Seller to the Company, depending on the terms agreed with the customer. Finance receivables represent amounts borrowed by Buyers selecting to finance the purchase of an auctioned vehicle and related fees and are collateralized by the auctioned vehicle. Finance receivables are recorded net of the allowance for doubtful receivables at net realizable value. Finance receivables are due upon maturity or upon the subsequent sale of the purchased vehicle, whichever comes first. Finance receivables are placed on nonaccrual status when principal or interest becomes delinquent, which is generally 31 days past due unless management determines that the finance receivable status clearly warrants other treatment. Nonaccrual finance receivables are returned to accrual status when all past due principal and interest payments have been paid by the borrower. While on nonaccrual status, interest is not recognized into income. For trade receivables and finance receivables, management considers factors such as age of the receivable, customer history, existing economic conditions, and overall portfolio credit quality to estimate an allowance for doubtful receivables. Upon management’s determination of uncollectibility, such accounts are written off against the allowance for doubtful receivables. Other Current Assets – Other current assets include prepaid expenses and other receivables. Property and Equipment, net – Property and equipment is stated at cost, net of accumulated depreciation. Improvements are generally capitalized. The costs of maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the approximate economic useful lives of the assets. Depreciation of the cost of improvements to leased properties is made using the straight-line method based on the shorter of the estimated useful life or applicable lease period. The estimated useful lives of our property and equipment are generally as follows: Computer equipment and devices 2 - 3 years Inspection and trade show equipment 2 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of economic life or lease term Internal-Use Software Costs, net – The Company capitalizes its internal-use software costs during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. This software is amortized on a straight-line basis over its estimated useful life, generally three years . The Company evaluates the useful lives of these assets on an annual basis, or more frequently when warranted. Leases – The Company determines if an arrangement is a lease at inception. Operating leases with a term greater than twelve months are included in Operating lease right-of-use (“ROU”) assets, Current operating lease liabilities, and Long-term operating lease liabilities in our Consolidated Balance Sheets. The Company has elected to account for operating leases with a term less than twelve months to be expensed as incurred. Short-term operating lease expenses were no t material for the years ended December 31, 2021 and 2020. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company’s operating leases have lease and non-lease components for which the Company has elected to apply the practical expedient and account for each lease component and related non-lease component as one single component. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company is unable to determine the lessor’s implicit rate and uses their incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. An individual lease’s term may include an option to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term . Goodwill & Acquired Intangible Assets, net – Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of acquired intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Goodwill is not amortized, but rather is subject to an impairment test. The Company evaluates goodwill for impairment annually as one singular reporting unit on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Company’s policy is to first perform a qualitative assessment to determine whether it was more likely than not that the reporting unit's carrying value is less than its fair value, indicating the potential for goodwill impairment. If the reporting unit fails the qualitative test, then the Company proceeds with a quantitative test. The Company then determines whether the reporting unit fair value is less than its carrying amount, and if it is, the Company recognizes a goodwill impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill. The Company did no t identify any impairment of its goodwill for the years ended December 31, 2021 and 2020 . Impairment of Long-Lived Assets – The Company periodically reviews long-lived assets, which consist of its property and equipment, internal-use software and other finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the assets down to their estimated fair values. The Company did no t identify any impairment losses related to the Company's long-lived assets during the years ended December 31, 2021 and 2020 . Other Assets – Other assets include costs incurred to obtain a revolving debt facility, implementation costs for hosted software arrangements, deferred offering costs, and other long-term assets. Implementation costs of hosted software arrangements are in connection with information technology systems used to support operational processing of transactions, human resource management, and financial processes. Deferred issuance costs consist of direct incremental legal, accounting, consulting and other offerings costs relating to an equity or debt issuance and are capitalized. ACV incurred deferred issuance costs related to the IPO, which were offset against IPO proceeds upon the consummation of the IPO. There were no deferred issuance costs capitalized as of December 31, 2021. As of December 31, 2020, there was $ 0.8 million of deferred issuance costs recorded. Commitments and Contingencies – The Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the consolidated financial statements taken as a whole. When a material loss contingency is only reasonably possible, 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 reasonably be made. Accruals for contingencies including litigation are included in Accrued other liabilities at undiscounted amounts. These accruals are adjusted periodically as additional information becomes available. If the amount of an actual loss is greater than the amount accrued, this could have an adverse impact on our operating results in that period. Revenue Recognition – The Company generates revenue from contracts with customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Determining whether performance obligations should be accounted for separately or combined may require significant judgment. For each performance obligation within a contract, the Company evaluates whether it acts as the principal or as an agent. When the Company acts as the principal, revenue is recognized in the gross amount of the consideration received from the customer at the point in time the services are completed. When the Company acts as the agent, revenue is recognized net of the consideration due to a third party at the point in time when the services are provided. In contracts with multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated stand-alone selling price (“SSP”) of each performance obligation. The Company uses an observable price to determine the SSP for each performance obligation. Where observable prices are not available, an expected cost-plus margin approach is used. The Company then determines how the services are transferred to the customer to determine the timing of revenue recognition. From time to time we provide promotions and incentives to Buyers and Sellers in various forms including discounts on fees, credits and rebates. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue when revenue is recognized. Commissions paid to sales representatives and related payroll taxes are considered costs to obtain a contract. ASC 340 requires costs to obtain a contract with a customer within the scope of ASC 606 to be capitalized and amortized over the period of benefit. The Company has elected the practical expedient available under ASC 340-40-25-4 to immediately expense the incremental cost of obtaining a contract when the underlying related asset would have been amortized over one year or less. The Company has utilized the practical expedient available under ASC 606-10-50-14 and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company has also utilized the practical expedient available under ASC 606-10-32-2A to exclude from revenue all taxes assessed by a governmental authority, including sales, use and excise taxes, that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. Marketplace and service revenue – Marketplace and service revenue consists principally of revenues earned from facilitating an auction on the Marketplace and arranging for the transportation of vehicles purchased on the Marketplace to the Buyer. In the course of facilitating an auction on the marketplace, the Seller may elect for the Company to perform a wholesale auction inspection of the vehicle. Marketplace and service revenue also consists of data services that offer insights into the condition and value of used vehicles for transactions both on and off our Marketplace, by providing the customer an inspection of the vehicle and an inspection report. Revenue earned from facilitating a vehicle auction through the Marketplace is recognized at a point in time when the vehicle is sold. The Company acts as an agent when facilitating a vehicle auction through the Marketplace. Accordingly, auction and related fees charged to the Buyer and Seller are reported as revenue on a net basis, excluding the price of the auctioned vehicle in the transaction. Revenue from transportation services is recognized over time as delivery is completed. In providing its transportation services, the Company leverages its network of third-party transportation carriers and arranges for the transportation of the vehicle to the Buyer. The Company is the principal for transportation services. Transportation fees charged to the Buyer are reported on a gross basis. Data services revenue is recognized at a point in time when the vehicle inspection and report is completed and delivered to the customer. As described in Note 14, the Company acquired Max Digital LLC ("Max Digital") on July 12, 2021. Through Max Digital, the Company generates data services revenue from software related services. Subscription revenue is recognized on a ratable basis over the contractual subscription term of the arrangement, beginning on the date that our services are made available to the customer. Implementation and training revenue is recognized over time as services are transferred to our customers. Deferred revenue primarily consists of fees received for transportation services related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the performance obligations are satisfied, and the deferred revenue is recognized in the following reporting period. Timing of revenue recognition may differ from the timing of payment from customers. Accounts receivable represents amounts invoiced, which include the price of the auctioned vehicle and related fees charged to a Buyer, where the Company has the unconditional right to payment. The Company offers short-term financing to eligible customers purchasing vehicles through the Marketplace. These financing fees are accounted for under ASC 310-20, Nonrefundable Fees and Other Costs , and therefore are not subject to evaluation under ASC 606. Financing fees are recognized ratably over the duration of the financing arrangement. Customer assurance revenue – Customer assurance revenue represents the implied premium received for certain guarantees. Refer to Note 8 for additional information. Marketplace and service cost of revenue – Marketplace and service cost of revenue consists of third-party transportation carrier costs, titles shipping costs, customer support, website hosting costs, inspection costs related to data services, and various other costs. These costs include personnel-related costs and related stock-based compensation expenses. Customer assurance cost of revenue – Customer assurance cost of revenue consists of the costs related to satisfying claims against guarantees. Refer to Note 8 for additional information. Operations and technology – Operations and technology costs consist of expenses for wholesale auction inspections, personnel costs related to payments and titles processing, transportation processing, product and engineering, and other general operations and technology expenses. These costs include personnel-related costs and related stock-based compensation expenses. Selling, general and administrative – Selling, general and administrative expense consists of costs resulting from sales, accounting, finance, legal, marketing, human resources, executive, and other administrative activities. These costs include personnel-related costs, related stock-based compensation expenses, and legal and other professional services expenses. Also included in selling, general and administrative is advertising and marketing costs to promote our services, which are expensed as incurred. Advertising and marketing expenses were $ 5.0 million , $ 2.3 million and $ 3.6 million for the year ended December 31, 2021, 2020 and 2019 respectively. Depreciation and amortization – Depreciation and amortization expense consists of depreciation of fixed assets, and amortization of acquired intangible assets and internal-use software. Amortization of implementation costs for hosted software arrangements is included within Operations and technology and Selling, general, and administrative, as applicable, consistently with the classification of the related hosted software fees. For the year ended December 31, 2021, 2020 and 2019, amortization of hosted software has been reported in the Consolidated Statements of Operations as follows (in thousands): 2021 2020 2019 Operations and technology $ 416 $ 1,076 $ 448 Selling, general, and administrative 67 68 106 Stock-Based Compensation – The Company uses the fair value recognition provisions of ASC 718, Compensation – Stock Compensation . The estimated fair value of each Common Stock option award is calculated on the date of grant using the Black-Scholes option pricing model. Application of the Black-Scholes option pricing model requires significant judgment, and involves the use of subjective assumptions including: Expected Term — The expected term represents the period that the stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the simplified method was used to determine the expected term for awards issued to employees. Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term. Expected Volatility — Since the Company is newly public and does not have a trading history of common stock, the expected volatility is derived from the average historical volatilities of the common stock of several public companies considered to be comparable to the Company over a period equivalent to the expected term of the stock-based awards. Dividend Rate — The expected dividend rate is zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future. Fair Value of Common Stock — Prior to the Company's IPO, the Company estimated the fair value of common stock. The Board of Directors, with input from management considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. Valuations of the common stock performed by a third-party valuation specialist are in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. Factors taken into consideration in assessing the fair value of the Company’s common stock include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the likelihood and timing of achieving a qualifying event, such as an IPO or sale of the Company given prevailing market conditions; (iv) actual operating and financial results; and (v) precedent transactions involving the Company’s shares. Subsequent to the IPO, the fair value of the underlying common stock is determined by the closing price, on the date of grant, of the Company's Class A common stock, which is traded publicly on the Nasdaq Global Select Market. The Company measures all stock options and other stock-based awards granted to employees, directors, consultants and other nonemployees based on the fair value on the date of the grant. The options vest based on a graded scale over the stated vesting period, and compensation expense is recognized based on their grant date fair value on a straight-line basis over the requisite service period. Forfeitures are recognized as they occur. The fair value of restricted stock awards and units are determined based on the estimated market price of the Company’s Common Stock on the grant date. The awards and units vest over time and compensation expense is recognized based on their grant fair value ratably over the requisite service period. The Company classifies stock-based compensation expense in its Consolidated Statements of Operations in the same way the payroll costs or service payments are classified for the related stock-based award recipient. Income Taxes – The Company accounts for income taxes in accordance with ASC 740, Income Taxes . This standard requires, among other things, recognition of deferred tax assets and liabilities for future tax consequences, measured by enacted rates attributable to temporary differences between financial statement and income tax bases of assets and liabilities, and net operating loss and tax credit carryforwards to the extent that realization of such benefits is more likely than not. The Company’s management evaluates its tax positions to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the tax position. Management has analyzed the Company’s tax positions and has concluded that as of December 31, 2021 , there are no uncertain positions taken or expected to be taken that would require recognition or disclosure in the consolidated financial statements. Under the Company’s policy, interest and penalties would be expensed as incurred and reported within the Other income section of the Consolidated Statements of Operations . Foreign Currency - The functional currency of the Company’s Canadian subsidiary is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed for assets and liabilities using current exchange rates in effect at the balance sheet date, and for revenue and expense activity using the applicable month’s average exchange rates. Foreign currency translation gains and losses are included as a component of the Consolidated Statements of Comprehensive Loss. Foreign currency transaction gains and losses are reported within the Other income section of the Consolidated Statements of Operations. Net Loss Per Share Attributable to Common Stockholders - Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, adjusted to reflect potentially dilutive securities using the treasury stock method for the purchase of the Company's common stock, stock option awards and restricted stock awards and units. Due to the Company’s loss from continuing operations, net of income taxes: (i) convertible preferred stock, (ii) unvested restricted stock, and (iii) stock options not subject to performance conditions, were not included in the computation of diluted net loss per share attributable to common stockholders, as the effects would be anti-dilutive. Accordingly, basic and diluted net loss per share attributable to common stockholders are equal for the years presented. Fair Value Measurements and Financial Instruments - Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1: Observable inputs such as quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data which require the Company to develop its own assumptions. The Company’s financial instruments primarily consist of cash and cash equivalents, short term debt securities, trade |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2021 | |
Risks And Uncertainties [Abstract] | |
Concentration of Credit Risk | 2. Concentration of Credit Risk Financial instruments that potentially subject the company to credit risk primarily consist of cash and cash equivalents and short-term high credit-quality money market funds at financial institutions that management believes are of high credit quality, and marketable investment securities with investment-grade ratings. The Company has not realized any losses on such amounts. Due to the nature of our business, substantially all revenue is earned and trade and finance receivables are due from dealerships and commercial partners. No individual customer accounted for more than 10 % of revenue for the year ended December 31, 2021 and 2020 . No individual customer accounted for more than 10 % of accounts receivable at December 31, 2021 and 2020 . |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2021. The Company did not have any marketable securities as of December 31, 2020. December 31, 2021 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Commercial paper $ 5,580 $ - $ - $ 5,580 Corporate bonds 2,129 $ - $ ( 1 ) 2,128 U.S. treasury securities 6,060 $ - $ ( 3 ) 6,057 Marketable securities $ 13,769 $ - $ ( 4 ) $ 13,765 As of December 31, 2021, the fair values of available-for-sale marketable securities, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 12,569 Due in one to two years $ 1,196 Total $ 13,765 The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio. The Company does not believe that any unrealized losses are attributable to credit-related factors based on its evaluation of available evidence. To determine whether a decline in value is related to credit loss, the Company evaluates, among other factors: the extent to which the fair value is less than the amortized cost basis, changes to the rating of the security by a rating agency and any adverse conditions specifically related to an issuer of a security or its industry. Unrealized gain and losses on marketable securities are presented net of tax. |
Accounts Receivables & Allowanc
Accounts Receivables & Allowance for Doubtful Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable Net [Abstract] | |
Accounts Receivables & Allowance for Doubtful Receivables | 5. Accounts Receivables & Allowance for Doubtful Receivables The Company maintains an allowance for doubtful receivables that in management’s judgement reflects losses inherent in the portfolio. A provision for doubtful receivables is recorded to adjust the level of the allowance as deemed necessary by management. Changes in the allowance for doubtful trade receivables for the year ended December 31, 2021, 2020 and 2019 were as follows (in thousands): Year ended December 31, 2021 2020 2019 Beginning balance $ 2,093 $ 1,352 $ 753 Provision for bad debt 3,769 5,075 2,735 Net write-offs Write-offs ( 5,798 ) ( 6,966 ) ( 2,761 ) Recoveries 3,660 2,632 625 Net write-offs ( 2,138 ) ( 4,334 ) ( 2,136 ) Ending balance $ 3,724 $ 2,093 $ 1,352 Changes in the allowance for doubtful finance receivables for the year ended December 31, 2021, 2020 and 2019 were as follows (in thousands): Year ended December 31, 2021 2020 2019 Beginning balance $ 40 $ 65 $ - Provision for bad debt 1,210 107 65 Net write-offs Write-offs ( 651 ) ( 132 ) - Recoveries 37 - - Net write-offs ( 614 ) ( 132 ) - Ending balance $ 636 $ 40 $ 65 The recorded investment in finance receivables on nonaccrual status was no t material at December 31, 2021 and December 31, 2020 . The Company held no finance receivables 90 days or more past due and still accruing. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net consisted of the following at December 31, 2021 and 2020 (in thousands): 2021 2020 Computer equipment and devices $ 4,996 $ 3,470 Inspection and trade show equipment 3,121 2,446 Furniture and fixtures 813 813 Leasehold improvements 622 622 9,552 7,351 Less accumulated depreciation ( 4,636 ) ( 2,439 ) Property and equipment, net $ 4,916 $ 4,912 Depreciation expense for the year ended December 31, 2021, 2020 and 2019 totaled $ 2.3 million , $ 1.7 million and $ 0.8 million respectively. |
Internal-Use Software Costs, ne
Internal-Use Software Costs, net | 12 Months Ended |
Dec. 31, 2021 | |
Finite Lived Intangible Assets Net [Abstract] | |
Internal-Use Software Costs net | 7. Internal-Use Software Costs, net Internal-use software costs, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Useful Lives Gross Accumulated Carrying Gross Accumulated Carrying Computer Software 3 years $ 21,702 $ ( 3,857 ) $ 17,844 $ 9,737 $ ( 1,963 ) $ 7,775 Amortization expense for the year ended December 31, 2021, 2020 and 2019, totaled $ 2.0 million , $ 1.4 million and $ 0.4 million , respectively. Estimated amortization expense on existing internal-use software costs for the next three years is as follows (in thousands): Year ended December 31, 2021 2022 6,835 2023 5,826 2024 5,183 Total $ 17,844 |
Guarantees, Commitments and Con
Guarantees, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Guarantees, Commitments and Contingencies | 8. Guarantees, Commitments and Contingencies The Company provides certain guarantees to Sellers in the Marketplace in the ordinary course of business, which are accounted for under ASC 460 as a general guarantee. Vehicle Condition Guarantees – Sellers must attach a vehicle condition report in the Marketplace for every auction; this vehicle condition report is used by Buyers to inform bid decisions. The Company offers guarantees to Sellers in qualifying situations where the Company performed a vehicle inspection and prepared the vehicle condition report. Sellers must pay an additional fee in exchange for this guarantee. The guarantee provides Sellers protection from paying remedies to Buyers related to a Buyer’s claim that the vehicle condition report did not accurately portray the condition of the vehicle purchased on the Marketplace. The guarantee provides the Company with the right to retain proceeds from the subsequent liquidation of the vehicle covered under the guarantee. The guarantee is typically provided for 10 days after the successful sale of the vehicle on the Marketplace. The fair value of vehicle condition guarantees issued is estimated based on historical results and other qualitative factors. The vehicle condition guarantee revenue is recognized on the earlier of the guarantee expiration date or the guarantee settlement date. The maximum potential payment is the sale price of the vehicle. The total sale price of vehicles for which there was an outstanding guarantee was $ 257.6 million and $ 95.7 million at December 31, 2021 and 2020, respectively. The carrying amount of the liability presented in Accrued other liabilities was $ 1.2 million and $ 1.0 million at December 31, 2021 and 2020, respectively. The recognized probable loss contingency, in excess of vehicle condition guarantees recognized, presented in Accrued other liabilities was $ 1.0 million and $ 1.1 million at December 31, 2021 and 2020, respectively. Other Price Guarantees – The Company provides Sellers with a price guarantee for vehicles to be sold on the Marketplace from time to time. If a vehicle sells below the guaranteed price, the Company is responsible for paying the Seller the difference between the guaranteed price and the final sale price. The term of the guarantee is typically less than one week. No material unsettled price guarantees existed at December 31, 2021 and 2020. Litigation – The Company and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and matters in which claims for monetary damages are asserted. On an on-going basis management, after consultation with legal counsel, assesses the Company's liabilities and contingencies in connection with such proceedings. For those matters for where it is probably that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent pending or threatened litigation could result in exposure in excess of the recorded liability, the amount of such excess is not currently estimable. On March 19, 2021, a putative class action was filed against ACV Auctions Inc., et al. in the US District Court for the Western District of New York, alleging violations of the federal antitrust laws and New York State law related to an alleged conspiracy to set bids on our marketplace from transactions that originated from one seller. The complaint seeks statutory damages under such laws and other relief. In July 2021, the complaint was amended to add and modify allegations beyond the initial complaint, as well as to add certain individuals as individual defendants, including George Chamoun, the Company's Chief Executive Officer. In January 2022, the court heard arguments on the motion to dismiss that the defendant had previously filed and dismissed the federal claims with leave for the plaintiff to amend their complaint. The Company intends to vigorously defend itself in this case. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome and cannot estimate the potential loss at this time. However, the Company believes that the resolution of this matter will not have a material adverse effect on its consolidated financial position. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | 9. Borrowings 2019 Revolver On December 20, 2019, the Company entered into a revolving credit facility (the "2019 Revolver"). The 2019 Revolver was established to provide debt financing in support of the short-term finance receivable product offered to eligible customers purchasing vehicles through the Marketplace and is fully secured by the underlying finance receivable assets. On June 25, 2021 the Company entered into the First Amendment to Loan and Security Agreement ("The First Amendment"), which modified the interest rate to LIBOR (or a benchmark replacement in accordance with the First Amendment) + 3.75 % and extended the maturity date to June 25, 2024 . The First Amendment maintains a maximum borrowing principal amount of $ 50.0 million . The amount available for borrowing under the 2019 Revolver is based on the size of the finance receivable portfolio. As of December 31, 2021, $ 49.5 million of the revolving line of credit was unused. The revolving feature on the facility ends on June 25, 2023 . Amounts owed at that time will amortize and be due on or before June 25, 2024, depending on the collection of the outstanding finance receivables securing the facility. The facility carried an interest rate of 4.75 % as of December 31, 2021. 2021 Revolver On August 24, 2021, the Company entered into a revolving credit facility (the "2021 Revolver"). The 2021 Revolver was established to provide general financing to the Company. The 2021 Revolver is secured by substantially all of the Company's assets. The maximum borrowing principal amount of the 2021 Revolver is $ 160.0 million and includes a sub facility that provides for the issuance of letters of credit up to $ 20.0 million outstanding at any time. The 2021 Revolver matures on August 24, 2026 and is subject to a commitment fee of 0.25 % per annum of the average daily undrawn portion of the revolving credit facility. The applicable interest rate is, at the Company's option, either (a) LIBOR (or a replacement rate established in accordance with the terms of the credit agreement) (subject to a 0.00% LIBOR floor), plus a margin of 2.75% per annum or (b) the Alternative Base Rate plus a margin of 1.75% per annum . The Alternative Base Rate is the highest of (a) the Wall Street Journal prime rate, (b) the NYFRB rate plus 0.5%, and (c)(i) 1.00% plus (ii) the adjusted LIBOR rate for a one-month interest period. As of December 31, 2021, there was an outstanding letter of credit issued under the 2021 Revolver in the amount of $ 1.1 million , decreasing the availability under the 2021 Revolver by a corresponding amount. There were no other amounts outstanding under the 2021 Revolver. The Company’s outstanding long-term debt consisted of the following at December 31, 2021 and 2020 (in thousands): December 31, December 31, Interest Rate * Maturity Date * 2021 2020 2019 Revolver LIBOR + 3.75% June 25, 2024 $ 500 $ 4,832 Total long-term debt $ 500 $ 4,832 * The interest rate and maturity date presented in the table above represent the rate and maturity date in place as of December 31, 2021 As of December 31, 2021 and 2020, the Company had $ 0.5 million and $ 4.8 million outstanding of indebtedness, consisting entirely of outstanding borrowings under the 2019 Revolver. The Company’s ability to borrow under both the 2019 Revolver and 2021 Revolver is subject to ongoing compliance with a combination of financial and non-financial covenants. The 2019 Revolver is also subject to ongoing compliance with non-financial collateral performance metrics. As of December 31, 2021 , the Company was in compliance with all of its covenants and collateral performance metrics |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases The Company leases office space under operating leases expiring at various dates through 2027. For the years ended December 31, 2021, 2020 and 2019, the Company incurred operating lease costs of $ 1.0 million , $ 0.8 million and $ 0.4 million , respectively. For operating leases, the weighted-average remaining term is 3.4 years with a weighted-average discount rate of 5 % Maturities of lease liabilities as of December 31, 2021 were as follows (in thousands): 2022 $ 1,430 2023 1,068 2024 467 2025 224 2026 227 2027 161 Total lease payments 3,578 Less imputed interest ( 223 ) Total $ 3,355 |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock | 11. Convertible Preferred Stock and Stockholders' Deficit Convertible Preferred Stock In 2020, the Company issued 4,642,048 shares of its Series E-1 convertible preferred stock ("Series E-1") at a price per share of $ 11.85 for proceeds of approximately $ 54.9 million , net of issuance costs. The following table represents our authorized, issued, and outstanding convertible preferred stock (in thousands, except for share data) as of December 31, 2020: 2020 Shares Shares Net Series Seed convertible preferred stock 9,615,250 4,807,624 $ 1,000 Series Seed 2 convertible preferred stock 6,699,600 3,349,799 998 Series A convertible preferred stock 36,231,850 18,115,923 5,000 Series B convertible preferred stock 62,748,330 31,374,164 15,000 Series C convertible preferred stock 36,535,641 18,267,813 34,656 Series D convertible preferred stock 40,491,675 20,245,834 94,998 Series E convertible preferred stock 28,932,045 14,466,016 159,816 Series E-1 convertible preferred stock 9,284,110 4,642,048 54,864 Total 230,538,501 115,269,221 $ 366,332 Upon closing of the IPO on March 26, 2021, all of the then-outstanding shares of convertible preferred stock automatically converted into 115,269,221 shares of Class B common stock on a one-for-one basis. There were no shares of convertible preferred stock outstanding subsequent to the closing of the IPO. Class A and Class B Common Stock On March 11, 2021, the Board of Directors and the stockholders of the Company approved an amended and restated certificate of incorporation that implemented a dual class common stock structure where all existing shares of common stock converted to Class B common stock and a new class of common stock, Class A common stock, became authorized. The amended and restated certificate of incorporation became effective immediately prior to the closing of the IPO on March 26, 2021. The authorized share capital of Class A common stock of the Company is 2,000,000,000 and the authorized share capital for Class B common stock is 160,000,000 . The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. The Class A and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects for all matters except for the voting, conversion, and transfer rights. Holders of the Company's common stock are entitled to receive dividends as may be declared by the Company's board of directors. No cash dividends had been declared or paid during the year ended December 31, 2021 and 2020. The Class B common stock converts to Class A common stock at any time at the option of the holder. During the year ended December 31, 2021, 85,836,123 Class B shares converted to an equal number of Class A common stock. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 12. Revenue The following table summarizes the primary components of Marketplace and service revenue, this level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors for the years ended December 31, 2021, 2020 and 2019 (in thousands): 2021 2020 2019 Auction marketplace revenue $ 164,215 $ 99,205 $ 49,216 Transportation, data, and other services revenue 144,135 73,915 38,534 Marketplace and service revenue $ 308,350 $ 173,120 $ 87,750 Revenue presented in the table above, including the subsequent cash flows, could be negatively impacted by fluctuations in the supply or demand of used vehicles, especially in the case of an economic downturn in the United States. |
Stock-Based Employee Compensati
Stock-Based Employee Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Employee Compensation | 13. Stock-Based Employee Compensation Effective March 20, 2015, the Company adopted the ACV Auctions Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”). Employees, outside directors, consultants and advisors of the Company were eligible to participate in the Plan. The 2015 Plan allowed for the grant of incentive or nonqualified common stock options to purchase shares of the Company’s common stock and also to issue restricted shares of the common stock. Each common stock option or restricted stock agreement stipulates the terms of the grant, including vesting, contractual life, exercise price, and other provisions. There were 339,129 shares available for future grant under the 2015 Plan at December 31, 2020. Effective March 23, 2021, the Company adopted the ACV Auctions Inc. 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan became effective on the date of the underwriting agreement related to the IPO, and no further grants were made under the 2015 Plan. All shares that remained available for issuance under the 2015 Plan at that time were transferred to the 2021 Plan. Employees, outside directors, consultants and advisors of the Company are eligible to participate in the 2021 Plan. The 2021 Plan allows the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, and other forms of awards. Common stock options generally vest and become exercisable over a four-year service period with 25% vesting one year from the date of grant or service-inception date and 1/48 vesting monthly over the remaining three-year period. Restricted stock units generally vest and become exercisable over a four-year service period with either (a) 25 % vesting one year from the date of grant or service-inception date and 1/16 vesting quarterly over the remaining three-year period, or (b) 1/16 vesting quarterly from the date of grant. There were 12,257,198 shares available for future grants under the 2021 Plan at December 31, 2021. The following table summarizes the stock option activity for the years ended December 31, 2021, 2020 and 2019 (in thousands, except for share data): Number of Weighted- Intrinsic Weighted- Outstanding, January 1, 2019 7,706,975 $ 0.34 Granted 2,595,900 2.08 Exercised ( 711,541 ) 0.36 Forfeited ( 1,344,619 ) 0.88 Expired ( 12,690 ) 0.48 Outstanding, December 31, 2019 8,234,026 $ 0.80 $ 30,415 8.06 Granted 3,433,287 5.20 Exercised ( 1,253,500 ) 1.46 Forfeited ( 446,905 ) 2.48 Expired ( 33,560 ) 0.84 Outstanding, December 31, 2020 9,933,348 $ 2.16 $ 129,358 7.80 Granted 633,700 8.10 Exercised ( 1,503,456 ) 1.08 Forfeited ( 232,819 ) 4.51 Expired ( 44,049 ) 2.25 Outstanding, December 31, 2021 8,786,724 $ 2.72 $ 141,659 7.03 Exercisable, December 31, 2021 5,634,835 $ 1.44 $ 98,030 6.25 Expected to Vest, December 31, 2021 3,151,889 $ 5.01 $ 43,628 8.42 The following table summarizes the restricted stock unit activity for the years ended December 31, 2021, 2020 and 2019 (in thousands, except for share data): Number of RSUs Weighted- Outstanding, January 1, 2019 - $ - Granted - - Vested - - Forfeited - - Outstanding, December 31, 2019 - $ - Granted 250,000 10.52 Vested - - Forfeited - - Outstanding, December 31, 2020 250,000 $ 10.52 Granted 3,892,018 21.32 Vested ( 381,753 ) 19.59 Forfeited ( 55,059 ) 21.80 Outstanding, December 31, 2021 3,705,206 $ 20.76 The following table summarizes the restricted stock award activity for the years ended December 31, 2021, 2020 and 2019 (in thousands, except for share data): Number of RSAs Weighted- Outstanding, January 1, 2019 3,527,778 $ 0.02 Granted - - Vested ( 2,777,778 ) 0.02 Forfeited - - Outstanding, December 31, 2019 750,000 $ 0.02 Granted - - Vested ( 750,000 ) 0.02 Forfeited - - Outstanding, December 31, 2020 - $ - Granted - - Vested - - Forfeited - - Outstanding, December 31, 2021 - $ - The following are the weighted-average assumptions for options issued for the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Expected term (in years) 6.05 5.91 5.99 Risk-free interest rate 0.65 % 0.66 % 2.22 % Expected volatility 52.29 % 53.84 % 62.08 % Expected dividend yield 0.00 % 0.00 % 0.00 % The fair value of options vested and the intrinsic value from the exercise of options for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): 2021 2020 2019 Fair value of options vested $ 55,203 $ 40,746 $ 10,551 Intrinsic value of options exercised $ 26,381 $ 17,219 $ 2,940 The weighted-average grant date fair value of options issued during 2021, 2020 and 2019 was $ 13.63 , $ 5.16 and $ 1.22 , respectively, based on the assumptions outlined above. The Company received approximately $ 1.6 million , $ 1.8 million , and $ 0.3 million in cash from the exercise of options granted under stock-based payment arrangements for the years ended December 31, 2021, 2020 and 2019, respectively. The grant date fair value of shares vested from restricted stock awards were $ 0.4 million at December 31, 2020 and 2019. Total stock-based compensation expense is recognized for restricted stock and common stock options granted to employees and non-employees and has been reported in the Consolidated Statements of Operations as follows (in thousands): 2021 2020 2019 Marketplace and service cost of revenue $ 329 $ 56 $ 11 Operations and technology 3,486 864 172 Selling, general, and administrative 19,405 4,785 815 Stock-based compensation, net of amount capitalized 23,220 5,705 998 Capitalized stock-based compensation 472 - - Stock-based compensation expense $ 23,692 $ 5,705 $ 998 The compensation expense related to the unvested portion of common stock options and restricted stock units was approximately $ 88.1 million and $ 19.2 million at December 31, 2021 and 2020, respectively. The unvested portion of compensation expense for common stock options and restricted stock units is expected to be recognized over a weighted-average period of 2.22 and 3.33 , respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefits And Share Based Compensation [Abstract] | |
Employee Benefit Plan | 14. Employee Benefit Plan The Company sponsors a 401(k) Profit Sharing Plan covering eligible employees. The Company contributes to this plan on a discretionary basis. No discretionary contributions were made during the years ended December 31, 2021, 2020 and 2019 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Company’s management evaluates its tax positions to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the tax position. Management has analyzed the Company’s tax positions, and concluded that, as of December 31, 2021 and 2020 , there are no uncertain tax positions taken or expected to be taken that would require recognition or disclosure in the consolidated financial statements. The Company recorded no interest expense or penalties in its Consolidated Statements of Operations during the years ended December 31, 2021, 2020 and 2019. The Company believes it is no longer subject to examination by federal and state taxing authorities for years prior to December 31, 2018. The components of loss from continuing operations before income taxes for the years ended December 31, 2021, 2020 and 2019 are summarized below (in thousands): 2021 2020 2019 Pre tax book income (loss): Domestic $ ( 80,232 ) $ ( 40,663 ) $ ( 77,212 ) Foreign 2,774 131 23 Total pre tax book income (loss) $ ( 77,458 ) $ ( 40,532 ) $ ( 77,189 ) The components of income tax expense for the years ended December 31, 2021, 2020 and 2019 are summarized below (in thousands): 2021 2020 2019 Current expense (benefit): Federal $ 15 $ — $ — Foreign 196 33 6 State 306 76 21 Total current expense (benefit) 517 109 27 Deferred expense (benefit): Federal 57 165 — Foreign — — — State 150 215 — Total deferred expense (benefit) 207 380 — Total income tax expense $ 724 $ 489 $ 27 The Company’s deferred tax assets (liabilities) consisted of the following at December 31, 2021 and 2020 (in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 59,807 $ 37,224 Deferred compensation 3,291 771 Lease liability 690 519 Accruals and reserves 4,641 3,806 Total gross deferred tax asset 68,429 42,320 Less valuation allowance ( 64,561 ) ( 40,114 ) Total net deferred tax asset 3,868 2,206 Deferred tax liabilities: Excess depreciation and amortization ( 2,342 ) ( 1,045 ) Right of use asset ( 668 ) ( 502 ) Indefinite lived intangible ( 1,810 ) ( 1,038 ) Net deferred tax liability $ ( 952 ) $ ( 379 ) The Company measures deferred tax assets and liabilities using enacted tax rates that apply in the year in which the temporary differences are expected to be recovered or paid. A valuation allowance is provided for deferred tax assets (excluding certain deferred tax liabilities related to indefinite lived intangibles) if management believes that it is more likely than not that these items will either expire before the Company is able to realize their benefit or that future realizability is uncertain. The Company recorded a valuation allowance of $ 64.6 million and $ 40.1 million at December 31, 2021 and 2020, respectively against its net deferred tax assets due to the uncertainty surrounding the recoverability of such net deferred tax assets, which is an increase of $ 24.4 million and $ 10.5 million in the total valuation allowance during 2021 and 2020, respectively. A reconciliation of income taxes at the federal statutory rate of 21 % to actual income taxes for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands): 2021 2020 2019 Income tax benefit at federal statutory rate $ ( 16,265 ) $ ( 8,513 ) $ ( 16,210 ) State income taxes, net of federal income tax benefit ( 3,789 ) ( 1,584 ) ( 4,014 ) Foreign rate differential 39 7 1 Permanent differences ( 212 ) 230 381 Stock based compensation ( 5,119 ) ( 122 ) ( 133 ) Executive compensation disallowance 1,908 — — Increase in valuation allowance 24,141 10,471 20,002 Other 21 — — Provision for income taxes $ 724 $ 489 $ 27 For the year ended December 31, 2021, the provision for income taxes includes a non-cash tax charge of approximately $ 0.3 million relating to changes in the Company's long-term deferred tax liability for indefinite-lived intangibles that are not available to offset certain deferred tax assets in determining changes to the Company's income tax valuation allowance. At December 31, 2021, the Company had approximately $ 237.0 million of federal and $ 188.7 million of state net operating loss carryforwards for income tax purposes. These carryforwards may be used to offset future taxable income, with a portion of the federal carryforwards starting to expire in 2035 and the remainder available indefinitely and an immaterial portion of state carryforwards beginning to expire in 2022 and the remainder expiring in future periods or available indefinitely. Utilization of the net operating loss and credit carryforwards may be subject to an annual limitation due to the ownership limitations provided by the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions. Any annual limitation may result in the expiration of net operating losses and credits before utilization. At December 31, 2021 , the undistributed earnings of the Company's foreign subsidiary are considered to be indefinitely reinvested and, accordingly, no provision for taxes has been provided thereon. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 16. Acquisitions Max Digital On July 12, 2021 , the Company completed its acquisition of all of the outstanding shares of Max Digital , for approximately $ 61.4 million . The total purchase price was paid in cash. Max Digital is a pioneer in automotive data and merchandising products and is best known for its flagship inventory management system platform. Max Digital's software products enable dealers to accurately price wholesale and retail inventory while maximizing profit on each vehicle sold by leveraging predictive analytics informed by machine learning. The acquisition of Max Digital enabled the Company to expand its position in the used vehicle industry and enhance its service offerings with dealers and commercial partners. The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company's results of operations from the acquisition date. In connection with the acquisition, the Company incurred approximately $ 1.1 million of transaction costs recorded in the Selling, general and administrative line of the Consolidated Statements of Operations. As the Company has determined that the acquisition is not material to its existing operations, certain disclosures, including pro forma financial information, have not been included. Goodwill of $ 52.3 million acquired in connection with this acquisition will be deductible for tax purposes and will be amortized on a straight-line basis over 15 years . The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands): Assets Acquired Cash and cash equivalents 1,458 Trade receivables 1,673 Other current assets 448 Property & equipment 30 Goodwill 52,318 Other intangibles 8,600 Total assets acquired $ 64,527 Liabilities Assumed Accounts payable 1,084 Accrued payroll 616 Accrued other liabilities 252 Deferred Revenue 1,186 Total liabilities assumed 3,138 Net assets acquired $ 61,389 Other 2021 Acquisitions During the year ended December 31, 2021, the Company completed other business combinations for total consideration of approximately $ 6.9 million , net of cash acquired. In aggregate, $ 2.1 million was attributed to intangible assets, $ 4.7 million to goodwill and $ 0.1 million to other net assets acquired. Of the $ 4.7 million of goodwill, $ 3.1 million is deductible for income tax purposes amortized on a straight-line basis over 15 years . The purchase price allocations are subject to adjustments as the valuation are finalized during the measurement period. These acquisitions enabled the Company to expand its position in the used vehicle industry and enhance its service offerings for dealers and commercial partners. As of acquisition dates, the fair value of contingent consideration was determined to be $ 2.0 million based on acquired company performance. The transactions were accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company's results of operations from the acquisition date. As the Company has determined that the acquisitions are not material to its existing operations, certain disclosures, including pro forma financial information, have not been included. In connection with the acquisitions, the Company incurred approximately $ 0.5 million of transaction costs recorded in the Selling, general and administrative line of the Consolidated Statements of Operations. ASI Services LLC On April 20, 2020, the Company acquired certain assets from ASI Services LLC (“ASI”) for a total purchase consideration of $ 11.2 million . The transaction was accounted for as a business combination under the acquisition method. ASI, headquartered in Cincinnati, OH, was a privately held corporation that primarily focused on providing inspection services for off-lease vehicles to financial institutions. The acquisition of ASI enabled the Company to expand its position in the used vehicle industry and enhance its service offerings with dealers and commercial partners. The acquisition date fair value of the consideration for the above transaction consisted of the following as of April 20, 2020 (in thousands): Cash consideration $ 5,500 Contingent consideration 5,700 Fair value of purchase consideration $ 11,200 The following table summarizes the allocation of the aggregate purchase consideration to the fair values of the assets acquired and liabilities assumed as of April 20, 2020 (in thousands): Assets Acquired Goodwill $ 5,750 Other intangible assets, net 5,450 Operating lease right-of-use assets 718 Total assets acquired $ 11,918 Liabilities Assumed Operating lease liabilities 207 Long-term operating lease liabilities 511 Total liabilities assumed 718 Net assets acquired $ 11,200 As of the April 20, 2020 acquisition date, the fair value of the contingent consideration liability was determined to be $ 5.7 million and was based on the achievement of a revenue target for the year ended December 31, 2020. The remaining consideration liability was determined to be $ 2.6 million as of December 31, 2020, which was paid during 2021. The revenue target was not met for the year ended December 31, 2020, resulting in the Company recording a $ 3.1 million gain recorded in the Selling, general and administrative line of the Consolidated Statements of Operations . The results of operations of ASI have been included in the Company’s consolidated financial results since the date of acquisition. As the Company has determined that the acquisition is not material to its existing operations, certain disclosures, including pro forma financial information, have not been included. The Company incurred acquisition-related legal and consulting fees of $ 0.3 million in 2020, which were recorded in the Selling, general, and administrative expenses line of the Consolidated Statements of Operations. Goodwill of $ 2.7 million is deductible for income tax purposes and will be amortized on a straight-line basis over 15 years . TruePartners USA LLC On December 16, 2019 , the Company acquired 100 % of the equity of TruePartners USA LLC (“TruePartners”) for a purchase price of $ 26.5 million . The transaction was accounted for as a business combination under the acquisition method. TruePartners, headquartered in Fort Lauderdale, FL, was a privately held corporation that specializes in performing comprehensive vehicle inspections for dealers and commercial partners. The acquisition of TruePartners enabled the Company to expand its position in the used vehicle industry and enhance its service offerings with dealers and commercial partners. The acquisition date fair value of the consideration for the above transaction consisted of the following as of December 16, 2019 (in thousands): Cash consideration $ 15,560 Fair value of upfront stock consideration 10,969 Fair value of purchase consideration $ 26,529 The following table summarizes the allocation of the aggregate purchase consideration to the fair values of the assets acquired and liabilities assumed as of December 16, 2019 (in thousands): Assets Acquired Cash and cash equivalents $ 887 Trade receivables 931 Other current assets 8 Property & equipment, net 21 Goodwill 16,070 Other intangible assets, net 9,100 Operating lease right-of-use assets 227 Total assets acquired $ 27,244 Liabilities Assumed Accounts payable 13 Accrued payroll 324 Accrued other liabilities 151 Operating lease liabilities 50 Long-term operating lease liabilities 177 Total liabilities assumed 715 Net assets acquired $ 26,529 The Company had a contingent liability related to an earn-out provision based on TruePartners USA LLC achieving certain revenue targets for fiscal year 2020 and 2021. This contingent liability was accounted for as compensation expense and was not included in the calculation of purchase consideration. An agreement was reached to amend the earn-out provision during 2021, and as a result, the Company recorded $ 3.4 million of stock based compensation expense during that period. The amendment resolved the contingent liability in full. The results of operations of TruePartners have been included in the Company’s consolidated financial results since the date of acquisition. As the Company has determined that the acquisition is not material to its existing operations, certain disclosures, including pro forma financial information, have not been included. The Company incurred acquisition-related legal and consulting fees of $ 0.4 million in 2019, which were recorded in the Selling, general, and administrative expenses line of the Consolidated Statements of Operations. The total amount of goodwill of $ 16.1 million is deductible for income tax purposes and will be amortized on a straight-line basis over 15 years . |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangibles | 17. Goodwill and Acquired Intangibles Goodwill consisted of the following (in thousands): 2021 2020 Beginning balance 21,820 16,070 Increase for acquisition activity 57,019 5,750 Ending balance $ 78,839 $ 21,820 Acquired intangible assets, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Useful Lives Gross Accumulated Amortization Carrying Gross Accumulated Amortization Carrying Customer Relationships 0.5 - 15 years 9,850 ( 975 ) 8,875 4,950 ( 273 ) 4,677 Developed Technology 1 - 7 years 8,200 ( 3,128 ) 5,072 2,950 ( 1,399 ) 1,551 Other Acquired Intangibles 0.5 - 5 years 7,150 ( 2,967 ) 4,183 6,650 ( 1,387 ) 5,263 Total $ 25,200 $ ( 7,070 ) $ 18,130 $ 14,550 $ ( 3,059 ) $ 11,491 At December 31, 2021, customer relationships, developed technology, and other acquired intangibles had weighted-average remaining useful lives of 9.7 years, 4.2 years, and 2.8 years, respectively . Amortization expense relating to acquired intangible assets was $ 4.0 million , $ 3.0 million and $ 0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated amortization expense on acquired intangible assets for the next five years is as follows (in thousands): Year ended December 31, 2022 3,582 2023 3,100 2024 3,043 2025 1,770 2026 1,733 Thereafter 4,902 Total 18,130 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 4. Fair Value Measurement The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of December 31, 2021 and 2020, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 412,070 $ — $ — $ 412,070 Short-term securities: Commercial paper — 5,580 — 5,580 Corporate bonds — 2,128 — 2,128 U.S. treasury securities 6,057 — — 6,057 Total financial assets $ 418,127 $ 7,708 $ — $ 425,835 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 135,756 $ — $ — $ 135,756 Total financial assets $ 135,756 $ — $ — $ 135,756 The Company classifies its highly liquid money market funds and U.S treasury securities within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its commercial paper and corporate bonds within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. The Company records guarantees accounted for under ASC 460 at fair value when issued. The fair value of guarantees outstanding as of December 31, 2021 and 2020 was $ 1.2 million and $ 1.0 million , respectively. The estimated fair value of the guarantees outstanding is determined based on historical guarantee claim costs, adjusted for qualitative factors and a market participant estimated margin. Historical claim costs and qualitative factors are assumptions that are not readily observable in the marketplace, and the related nonrecurring fair value measurement adjustments have been generally classified as Level 3. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 18. Net Loss Per Share The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows (in thousands, except share data): Year ended December 31, 2021 2020 2019 Class A Class B Numerator: Net loss attributable to common $ ( 28,661 ) $ ( 49,262 ) $ ( 41,021 ) $ ( 77,216 ) Denominator: Weighted-average number of shares of 46,100,073 79,232,727 21,596,379 18,370,224 Net loss per share attributable to common Basic and diluted $ ( 0.62 ) $ ( 0.62 ) $ ( 1.90 ) $ ( 4.20 ) The following table presents the total weighted-average number of potentially dilutive shares that were excluded from the computation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the period presented: Year ended December 31, 2021 2020 2019 Convertible Preferred Stock Series Seed I, Seed II, - 112,153,209 98,437,210 Unvested RSAs and RSUs 407,779 174,288 729,010 Stock options not subject to performance 7,678,144 7,532,424 3,765,178 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On February 22, 2022, the Company acquired Monk S.A.S. ("Monk") in exchange for approximately $ 19.0 million cash. This acquisition enables the Company to expand its position in the used vehicle industry and enhance its service offerings for dealers and commercial partners. The purchase price allocation is subject to adjustments as we obtain additional information for our estimates during the measurement period. We are currently in the process of finalizing the accounting for this transaction and expect to have our preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the first quarter of 2022. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business – ACV Auctions Inc. (“the Company”) was formed on December 31, 2014. The Company operates in one industry segment, providing a digital wholesale auction marketplace (the “Marketplace”) to facilitate business-to-business used vehicle sales between a selling dealership (“Seller”) and a buying dealership (“Buyer”). Customers using the Marketplace are licensed automotive dealerships or other commercial automotive enterprises. At the election of the customer purchasing a vehicle, the Company can arrange third-party transportation services for the delivery of the purchased vehicle through its wholly owned subsidiary, ACV Transportation LLC. The Company can also provide the customer financing for the purchased vehicle through its wholly owned subsidiary, ACV Capital LLC. ACV also provides data services that offer insights into the condition and value of used vehicles for transactions both on and off our Marketplace, which help dealerships, their end customers, and commercial partners make more informed decisions to transact with confidence and efficiency. Customers using data services are licensed automotive dealerships or other commercial automotive enterprises. All services are provided in the United States and are supported by the Company’s operations which are in both the United States and Canada. |
Basis of Consolidation | Basis of Consolidation – The consolidated financial statements include the accounts of ACV Auctions Inc. and all of its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Basis of Preparation | Basis of Preparation – The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Management Estimates | Management Estimates – The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, allowance for doubtful receivables, contingent consideration, fair value of guarantees, impairment of goodwill, loss estimates related to guarantee claims, fair value of stock-based awards, estimated useful lives and recoverability of long-lived assets, fair value and useful lives of acquired intangible assets, fair value of stock consideration, and accounting for income taxes, including the valuation allowance on deferred tax assets |
Initial Public Offering | Initial Public Offering – On March 26, 2021, the Company completed its initial public offering (“IPO”), in which the Company issued and sold 16,550,000 shares of its Class A common stock at a public offering price of $ 25.00 per share, which resulted in net proceeds of $ 388.9 million after deducting underwriting discounts and commissions. On March 26, 2021, the underwriters exercised their option to purchase an additional 2,482,500 shares of Class A common stock at $ 25.00 per share from selling stockholders identified in the Prospectus. The Company did no t receive any of the proceeds from the sale of any shares of Class A common stock by the selling stockholders upon such exercise. Immediately prior to the closing of the IPO, all shares of common stock then outstanding were reclassified as Class B common stock and all shares of the convertible preferred stock then outstanding automatically converted into 115,269,221 shares of Class B common stock. Prior to the IPO, deferred issuance costs, which consist of direct incremental legal, accounting, and consulting fees relating to the IPO, were capitalized in prepaid expenses and other current assets in the Consolidated Balance Sheets. Upon the consummation of the IPO, $ 3.9 million of net deferred issuance costs were reclassified into stockholders’ equity as an offset against IPO proceeds. |
Emerging Growth Company | Emerging Growth Company – The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Segment Reporting | Segment Reporting – Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Chief Executive Officer (“CEO”). The CEO reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment. |
Cash and Cash Equivalents | Cash and Cash Equivalents – The Company considers all highly liquid instruments originally purchased with a maturity of three months or less to be cash equivalents. Included within Cash and cash equivalents on the Consolidated Balance Sheets are restricted cash balances of $ 0.7 million at December 31, 2021 ; the Company did no t hold restricted cash at December 31, 2020 . |
Receivables | Receivables – Trade receivables include the price of the auctioned vehicle and fees due for services. Trade receivables are recorded net of the allowance for doubtful receivables at net realizable value. Trade receivables are due either upon the close of an auction, or upon the delivery of title from the Seller to the Company, depending on the terms agreed with the customer. Finance receivables represent amounts borrowed by Buyers selecting to finance the purchase of an auctioned vehicle and related fees and are collateralized by the auctioned vehicle. Finance receivables are recorded net of the allowance for doubtful receivables at net realizable value. Finance receivables are due upon maturity or upon the subsequent sale of the purchased vehicle, whichever comes first. Finance receivables are placed on nonaccrual status when principal or interest becomes delinquent, which is generally 31 days past due unless management determines that the finance receivable status clearly warrants other treatment. Nonaccrual finance receivables are returned to accrual status when all past due principal and interest payments have been paid by the borrower. While on nonaccrual status, interest is not recognized into income. For trade receivables and finance receivables, management considers factors such as age of the receivable, customer history, existing economic conditions, and overall portfolio credit quality to estimate an allowance for doubtful receivables. Upon management’s determination of uncollectibility, such accounts are written off against the allowance for doubtful receivables. |
Other Current Assets | Other Current Assets – Other current assets include prepaid expenses and other receivables. |
Property and Equipment, net | Property and Equipment, net – Property and equipment is stated at cost, net of accumulated depreciation. Improvements are generally capitalized. The costs of maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the approximate economic useful lives of the assets. Depreciation of the cost of improvements to leased properties is made using the straight-line method based on the shorter of the estimated useful life or applicable lease period. The estimated useful lives of our property and equipment are generally as follows: Computer equipment and devices 2 - 3 years Inspection and trade show equipment 2 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of economic life or lease term |
Internal-Use Software Costs, net | Internal-Use Software Costs, net – The Company capitalizes its internal-use software costs during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. This software is amortized on a straight-line basis over its estimated useful life, generally three years . The Company evaluates the useful lives of these assets on an annual basis, or more frequently when warranted. |
Leases | Leases – The Company determines if an arrangement is a lease at inception. Operating leases with a term greater than twelve months are included in Operating lease right-of-use (“ROU”) assets, Current operating lease liabilities, and Long-term operating lease liabilities in our Consolidated Balance Sheets. The Company has elected to account for operating leases with a term less than twelve months to be expensed as incurred. Short-term operating lease expenses were no t material for the years ended December 31, 2021 and 2020. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company’s operating leases have lease and non-lease components for which the Company has elected to apply the practical expedient and account for each lease component and related non-lease component as one single component. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company is unable to determine the lessor’s implicit rate and uses their incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. An individual lease’s term may include an option to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term |
Goodwill & Acquired Intangible Assets, net | Goodwill & Acquired Intangible Assets, net – Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of acquired intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Goodwill is not amortized, but rather is subject to an impairment test. The Company evaluates goodwill for impairment annually as one singular reporting unit on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Company’s policy is to first perform a qualitative assessment to determine whether it was more likely than not that the reporting unit's carrying value is less than its fair value, indicating the potential for goodwill impairment. If the reporting unit fails the qualitative test, then the Company proceeds with a quantitative test. The Company then determines whether the reporting unit fair value is less than its carrying amount, and if it is, the Company recognizes a goodwill impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill. The Company did no t identify any impairment of its goodwill for the years ended December 31, 2021 and 2020 . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets – The Company periodically reviews long-lived assets, which consist of its property and equipment, internal-use software and other finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the assets down to their estimated fair values. The Company did no t identify any impairment losses related to the Company's long-lived assets during the years ended December 31, 2021 and 2020 . |
Other Assets | Other Assets – Other assets include costs incurred to obtain a revolving debt facility, implementation costs for hosted software arrangements, deferred offering costs, and other long-term assets. Implementation costs of hosted software arrangements are in connection with information technology systems used to support operational processing of transactions, human resource management, and financial processes. Deferred issuance costs consist of direct incremental legal, accounting, consulting and other offerings costs relating to an equity or debt issuance and are capitalized. ACV incurred deferred issuance costs related to the IPO, which were offset against IPO proceeds upon the consummation of the IPO. There were no deferred issuance costs capitalized as of December 31, 2021. As of December 31, 2020, there was $ 0.8 million of deferred issuance costs recorded. |
Commitments and Contingencies | Commitments and Contingencies – The Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the consolidated financial statements taken as a whole. When a material loss contingency is only reasonably possible, 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 reasonably be made. Accruals for contingencies including litigation are included in Accrued other liabilities at undiscounted amounts. These accruals are adjusted periodically as additional information becomes available. If the amount of an actual loss is greater than the amount accrued, this could have an adverse impact on our operating results in that period. |
Revenue Recognition | Revenue Recognition – The Company generates revenue from contracts with customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Determining whether performance obligations should be accounted for separately or combined may require significant judgment. For each performance obligation within a contract, the Company evaluates whether it acts as the principal or as an agent. When the Company acts as the principal, revenue is recognized in the gross amount of the consideration received from the customer at the point in time the services are completed. When the Company acts as the agent, revenue is recognized net of the consideration due to a third party at the point in time when the services are provided. In contracts with multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated stand-alone selling price (“SSP”) of each performance obligation. The Company uses an observable price to determine the SSP for each performance obligation. Where observable prices are not available, an expected cost-plus margin approach is used. The Company then determines how the services are transferred to the customer to determine the timing of revenue recognition. From time to time we provide promotions and incentives to Buyers and Sellers in various forms including discounts on fees, credits and rebates. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue when revenue is recognized. Commissions paid to sales representatives and related payroll taxes are considered costs to obtain a contract. ASC 340 requires costs to obtain a contract with a customer within the scope of ASC 606 to be capitalized and amortized over the period of benefit. The Company has elected the practical expedient available under ASC 340-40-25-4 to immediately expense the incremental cost of obtaining a contract when the underlying related asset would have been amortized over one year or less. The Company has utilized the practical expedient available under ASC 606-10-50-14 and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company has also utilized the practical expedient available under ASC 606-10-32-2A to exclude from revenue all taxes assessed by a governmental authority, including sales, use and excise taxes, that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. |
Marketplace and Service Revenue | Marketplace and service revenue – Marketplace and service revenue consists principally of revenues earned from facilitating an auction on the Marketplace and arranging for the transportation of vehicles purchased on the Marketplace to the Buyer. In the course of facilitating an auction on the marketplace, the Seller may elect for the Company to perform a wholesale auction inspection of the vehicle. Marketplace and service revenue also consists of data services that offer insights into the condition and value of used vehicles for transactions both on and off our Marketplace, by providing the customer an inspection of the vehicle and an inspection report. Revenue earned from facilitating a vehicle auction through the Marketplace is recognized at a point in time when the vehicle is sold. The Company acts as an agent when facilitating a vehicle auction through the Marketplace. Accordingly, auction and related fees charged to the Buyer and Seller are reported as revenue on a net basis, excluding the price of the auctioned vehicle in the transaction. Revenue from transportation services is recognized over time as delivery is completed. In providing its transportation services, the Company leverages its network of third-party transportation carriers and arranges for the transportation of the vehicle to the Buyer. The Company is the principal for transportation services. Transportation fees charged to the Buyer are reported on a gross basis. Data services revenue is recognized at a point in time when the vehicle inspection and report is completed and delivered to the customer. As described in Note 14, the Company acquired Max Digital LLC ("Max Digital") on July 12, 2021. Through Max Digital, the Company generates data services revenue from software related services. Subscription revenue is recognized on a ratable basis over the contractual subscription term of the arrangement, beginning on the date that our services are made available to the customer. Implementation and training revenue is recognized over time as services are transferred to our customers. Deferred revenue primarily consists of fees received for transportation services related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the performance obligations are satisfied, and the deferred revenue is recognized in the following reporting period. Timing of revenue recognition may differ from the timing of payment from customers. Accounts receivable represents amounts invoiced, which include the price of the auctioned vehicle and related fees charged to a Buyer, where the Company has the unconditional right to payment. The Company offers short-term financing to eligible customers purchasing vehicles through the Marketplace. These financing fees are accounted for under ASC 310-20, Nonrefundable Fees and Other Costs , and therefore are not subject to evaluation under ASC 606. Financing fees are recognized ratably over the duration of the financing arrangement. |
Customer Assurance Revenue | Customer assurance revenue – Customer assurance revenue represents the implied premium received for certain guarantees. Refer to Note 8 for additional information. |
Marketplace and Service Cost of Revenue | Marketplace and service cost of revenue – Marketplace and service cost of revenue consists of third-party transportation carrier costs, titles shipping costs, customer support, website hosting costs, inspection costs related to data services, and various other costs. These costs include personnel-related costs and related stock-based compensation expenses. |
Customer assurance cost of revenue | Customer assurance cost of revenue – Customer assurance cost of revenue consists of the costs related to satisfying claims against guarantees. Refer to Note 8 for additional information. |
Operations and Technology | Operations and technology – Operations and technology costs consist of expenses for wholesale auction inspections, personnel costs related to payments and titles processing, transportation processing, product and engineering, and other general operations and technology expenses. These costs include personnel-related costs and related stock-based compensation expenses. |
Selling, General and Administrative Expenses | Selling, general and administrative – Selling, general and administrative expense consists of costs resulting from sales, accounting, finance, legal, marketing, human resources, executive, and other administrative activities. These costs include personnel-related costs, related stock-based compensation expenses, and legal and other professional services expenses. Also included in selling, general and administrative is advertising and marketing costs to promote our services, which are expensed as incurred. Advertising and marketing expenses were $ 5.0 million , $ 2.3 million and $ 3.6 million for the year ended December 31, 2021, 2020 and 2019 respectively. |
Depreciation and Amortization | Depreciation and amortization – Depreciation and amortization expense consists of depreciation of fixed assets, and amortization of acquired intangible assets and internal-use software. Amortization of implementation costs for hosted software arrangements is included within Operations and technology and Selling, general, and administrative, as applicable, consistently with the classification of the related hosted software fees. For the year ended December 31, 2021, 2020 and 2019, amortization of hosted software has been reported in the Consolidated Statements of Operations as follows (in thousands): 2021 2020 2019 Operations and technology $ 416 $ 1,076 $ 448 Selling, general, and administrative 67 68 106 |
Stock-Based Compensation | Stock-Based Compensation – The Company uses the fair value recognition provisions of ASC 718, Compensation – Stock Compensation . The estimated fair value of each Common Stock option award is calculated on the date of grant using the Black-Scholes option pricing model. Application of the Black-Scholes option pricing model requires significant judgment, and involves the use of subjective assumptions including: Expected Term — The expected term represents the period that the stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the simplified method was used to determine the expected term for awards issued to employees. Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term. Expected Volatility — Since the Company is newly public and does not have a trading history of common stock, the expected volatility is derived from the average historical volatilities of the common stock of several public companies considered to be comparable to the Company over a period equivalent to the expected term of the stock-based awards. Dividend Rate — The expected dividend rate is zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future. Fair Value of Common Stock — Prior to the Company's IPO, the Company estimated the fair value of common stock. The Board of Directors, with input from management considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. Valuations of the common stock performed by a third-party valuation specialist are in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. Factors taken into consideration in assessing the fair value of the Company’s common stock include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the likelihood and timing of achieving a qualifying event, such as an IPO or sale of the Company given prevailing market conditions; (iv) actual operating and financial results; and (v) precedent transactions involving the Company’s shares. Subsequent to the IPO, the fair value of the underlying common stock is determined by the closing price, on the date of grant, of the Company's Class A common stock, which is traded publicly on the Nasdaq Global Select Market. The Company measures all stock options and other stock-based awards granted to employees, directors, consultants and other nonemployees based on the fair value on the date of the grant. The options vest based on a graded scale over the stated vesting period, and compensation expense is recognized based on their grant date fair value on a straight-line basis over the requisite service period. Forfeitures are recognized as they occur. The fair value of restricted stock awards and units are determined based on the estimated market price of the Company’s Common Stock on the grant date. The awards and units vest over time and compensation expense is recognized based on their grant fair value ratably over the requisite service period. The Company classifies stock-based compensation expense in its Consolidated Statements of Operations in the same way the payroll costs or service payments are classified for the related stock-based award recipient. |
Income Taxes | Income Taxes – The Company accounts for income taxes in accordance with ASC 740, Income Taxes . This standard requires, among other things, recognition of deferred tax assets and liabilities for future tax consequences, measured by enacted rates attributable to temporary differences between financial statement and income tax bases of assets and liabilities, and net operating loss and tax credit carryforwards to the extent that realization of such benefits is more likely than not. The Company’s management evaluates its tax positions to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the tax position. Management has analyzed the Company’s tax positions and has concluded that as of December 31, 2021 , there are no uncertain positions taken or expected to be taken that would require recognition or disclosure in the consolidated financial statements. Under the Company’s policy, interest and penalties would be expensed as incurred and reported within the Other income section of the Consolidated Statements of Operations |
Foreign Currency | Foreign Currency - The functional currency of the Company’s Canadian subsidiary is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed for assets and liabilities using current exchange rates in effect at the balance sheet date, and for revenue and expense activity using the applicable month’s average exchange rates. Foreign currency translation gains and losses are included as a component of the Consolidated Statements of Comprehensive Loss. Foreign currency transaction gains and losses are reported within the Other income section of the Consolidated Statements of Operations. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders - Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, adjusted to reflect potentially dilutive securities using the treasury stock method for the purchase of the Company's common stock, stock option awards and restricted stock awards and units. Due to the Company’s loss from continuing operations, net of income taxes: (i) convertible preferred stock, (ii) unvested restricted stock, and (iii) stock options not subject to performance conditions, were not included in the computation of diluted net loss per share attributable to common stockholders, as the effects would be anti-dilutive. Accordingly, basic and diluted net loss per share attributable to common stockholders are equal for the years presented. |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments - Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1: Observable inputs such as quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data which require the Company to develop its own assumptions. The Company’s financial instruments primarily consist of cash and cash equivalents, short term debt securities, trade and finance accounts receivable and accounts payable whose carrying values approximate fair value due to the short-term nature of those instruments. The following table provides a description of accounting standards that were adopted by the Company as well as standards that are not yet adopted that could have an impact to the consolidated financial statements upon adoption. Accounting Standard Update Description Required date of adoption Effect on consolidated financial statements Accounting Standards Adopted Simplifying the Accounting for Income Taxes (ASU 2019-12) The guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. January 1, 2022 Early adoption permitted This guidance was early adopted on January 1, 2021 on a prospective basis and did not have a material impact to the consolidated financial statements. Accounting Standards Not Yet Adopted Measurement of Credit Losses on Financial Instruments (ASU 2016-13, 2018-19, 2019-04, 2019-05, 2019-10, 2019-11, 2020-02, 2020-03) The guidance changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. January 1, 2023 Early adoption permitted The Company is currently evaluating the impact this guidance may have on the consolidated financial statements. The Company reviewed all other recently issued accounting standards and concluded that they were not applicable to the consolidated financial statements. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property Plant And Equipment Estimated Useful Lives | The estimated useful lives of our property and equipment are generally as follows: Computer equipment and devices 2 - 3 years Inspection and trade show equipment 2 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of economic life or lease term |
Consolidated Statements of Operations | For the year ended December 31, 2021, 2020 and 2019, amortization of hosted software has been reported in the Consolidated Statements of Operations as follows (in thousands): 2021 2020 2019 Operations and technology $ 416 $ 1,076 $ 448 Selling, general, and administrative 67 68 106 |
Marketable Securities - (Tables
Marketable Securities - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2021. The Company did not have any marketable securities as of December 31, 2020. December 31, 2021 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Commercial paper $ 5,580 $ - $ - $ 5,580 Corporate bonds 2,129 $ - $ ( 1 ) 2,128 U.S. treasury securities 6,060 $ - $ ( 3 ) 6,057 Marketable securities $ 13,769 $ - $ ( 4 ) $ 13,765 |
Schedule of fair values of available-for-sale marketable securities | As of December 31, 2021, the fair values of available-for-sale marketable securities, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 12,569 Due in one to two years $ 1,196 Total $ 13,765 |
Accounts Receivables & Allowa_2
Accounts Receivables & Allowance for Doubtful Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable Net [Abstract] | |
Summary of Changes in the Allowance for Doubtful Trade Receivables | Changes in the allowance for doubtful trade receivables for the year ended December 31, 2021, 2020 and 2019 were as follows (in thousands): Year ended December 31, 2021 2020 2019 Beginning balance $ 2,093 $ 1,352 $ 753 Provision for bad debt 3,769 5,075 2,735 Net write-offs Write-offs ( 5,798 ) ( 6,966 ) ( 2,761 ) Recoveries 3,660 2,632 625 Net write-offs ( 2,138 ) ( 4,334 ) ( 2,136 ) Ending balance $ 3,724 $ 2,093 $ 1,352 |
Summary of Changes in the Allowance for Doubtful Finance Receivables | Changes in the allowance for doubtful finance receivables for the year ended December 31, 2021, 2020 and 2019 were as follows (in thousands): Year ended December 31, 2021 2020 2019 Beginning balance $ 40 $ 65 $ - Provision for bad debt 1,210 107 65 Net write-offs Write-offs ( 651 ) ( 132 ) - Recoveries 37 - - Net write-offs ( 614 ) ( 132 ) - Ending balance $ 636 $ 40 $ 65 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net Consisted | Property and equipment, net consisted of the following at December 31, 2021 and 2020 (in thousands): 2021 2020 Computer equipment and devices $ 4,996 $ 3,470 Inspection and trade show equipment 3,121 2,446 Furniture and fixtures 813 813 Leasehold improvements 622 622 9,552 7,351 Less accumulated depreciation ( 4,636 ) ( 2,439 ) Property and equipment, net $ 4,916 $ 4,912 |
Internal-Use Software Costs, _2
Internal-Use Software Costs, net (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Finite Lived Intangible Assets Net [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Internal-use software costs, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Useful Lives Gross Accumulated Carrying Gross Accumulated Carrying Computer Software 3 years $ 21,702 $ ( 3,857 ) $ 17,844 $ 9,737 $ ( 1,963 ) $ 7,775 |
Schedule of internal-use software costs, Future Amortization Expense | Estimated amortization expense on existing internal-use software costs for the next three years is as follows (in thousands): Year ended December 31, 2021 2022 6,835 2023 5,826 2024 5,183 Total $ 17,844 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Long-Term Debt | The Company’s outstanding long-term debt consisted of the following at December 31, 2021 and 2020 (in thousands): December 31, December 31, Interest Rate * Maturity Date * 2021 2020 2019 Revolver LIBOR + 3.75% June 25, 2024 $ 500 $ 4,832 Total long-term debt $ 500 $ 4,832 * The interest rate and maturity date presented in the table above represent the rate and maturity date in place as of December 31, 2021 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of December 31, 2021 were as follows (in thousands): 2022 $ 1,430 2023 1,068 2024 467 2025 224 2026 227 2027 161 Total lease payments 3,578 Less imputed interest ( 223 ) Total $ 3,355 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock | The following table represents our authorized, issued, and outstanding convertible preferred stock (in thousands, except for share data) as of December 31, 2020: 2020 Shares Shares Net Series Seed convertible preferred stock 9,615,250 4,807,624 $ 1,000 Series Seed 2 convertible preferred stock 6,699,600 3,349,799 998 Series A convertible preferred stock 36,231,850 18,115,923 5,000 Series B convertible preferred stock 62,748,330 31,374,164 15,000 Series C convertible preferred stock 36,535,641 18,267,813 34,656 Series D convertible preferred stock 40,491,675 20,245,834 94,998 Series E convertible preferred stock 28,932,045 14,466,016 159,816 Series E-1 convertible preferred stock 9,284,110 4,642,048 54,864 Total 230,538,501 115,269,221 $ 366,332 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table summarizes the primary components of Marketplace and service revenue, this level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors for the years ended December 31, 2021, 2020 and 2019 (in thousands): 2021 2020 2019 Auction marketplace revenue $ 164,215 $ 99,205 $ 49,216 Transportation, data, and other services revenue 144,135 73,915 38,534 Marketplace and service revenue $ 308,350 $ 173,120 $ 87,750 |
Stock-Based Employee Compensa_2
Stock-Based Employee Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the years ended December 31, 2021, 2020 and 2019 (in thousands, except for share data): Number of Weighted- Intrinsic Weighted- Outstanding, January 1, 2019 7,706,975 $ 0.34 Granted 2,595,900 2.08 Exercised ( 711,541 ) 0.36 Forfeited ( 1,344,619 ) 0.88 Expired ( 12,690 ) 0.48 Outstanding, December 31, 2019 8,234,026 $ 0.80 $ 30,415 8.06 Granted 3,433,287 5.20 Exercised ( 1,253,500 ) 1.46 Forfeited ( 446,905 ) 2.48 Expired ( 33,560 ) 0.84 Outstanding, December 31, 2020 9,933,348 $ 2.16 $ 129,358 7.80 Granted 633,700 8.10 Exercised ( 1,503,456 ) 1.08 Forfeited ( 232,819 ) 4.51 Expired ( 44,049 ) 2.25 Outstanding, December 31, 2021 8,786,724 $ 2.72 $ 141,659 7.03 Exercisable, December 31, 2021 5,634,835 $ 1.44 $ 98,030 6.25 Expected to Vest, December 31, 2021 3,151,889 $ 5.01 $ 43,628 8.42 |
Summary of restricted stock unit activity | The following table summarizes the restricted stock unit activity for the years ended December 31, 2021, 2020 and 2019 (in thousands, except for share data): Number of RSUs Weighted- Outstanding, January 1, 2019 - $ - Granted - - Vested - - Forfeited - - Outstanding, December 31, 2019 - $ - Granted 250,000 10.52 Vested - - Forfeited - - Outstanding, December 31, 2020 250,000 $ 10.52 Granted 3,892,018 21.32 Vested ( 381,753 ) 19.59 Forfeited ( 55,059 ) 21.80 Outstanding, December 31, 2021 3,705,206 $ 20.76 The following table summarizes the restricted stock award activity for the years ended December 31, 2021, 2020 and 2019 (in thousands, except for share data): Number of RSAs Weighted- Outstanding, January 1, 2019 3,527,778 $ 0.02 Granted - - Vested ( 2,777,778 ) 0.02 Forfeited - - Outstanding, December 31, 2019 750,000 $ 0.02 Granted - - Vested ( 750,000 ) 0.02 Forfeited - - Outstanding, December 31, 2020 - $ - Granted - - Vested - - Forfeited - - Outstanding, December 31, 2021 - $ - |
Schedule of weighted-average assumptions for options issued | The following are the weighted-average assumptions for options issued for the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Expected term (in years) 6.05 5.91 5.99 Risk-free interest rate 0.65 % 0.66 % 2.22 % Expected volatility 52.29 % 53.84 % 62.08 % Expected dividend yield 0.00 % 0.00 % 0.00 % |
Schedule of fair value of options vested and the intrinsic value from the exercise of options | The fair value of options vested and the intrinsic value from the exercise of options for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): 2021 2020 2019 Fair value of options vested $ 55,203 $ 40,746 $ 10,551 Intrinsic value of options exercised $ 26,381 $ 17,219 $ 2,940 |
Summary of share-based compensation expense | Total stock-based compensation expense is recognized for restricted stock and common stock options granted to employees and non-employees and has been reported in the Consolidated Statements of Operations as follows (in thousands): 2021 2020 2019 Marketplace and service cost of revenue $ 329 $ 56 $ 11 Operations and technology 3,486 864 172 Selling, general, and administrative 19,405 4,785 815 Stock-based compensation, net of amount capitalized 23,220 5,705 998 Capitalized stock-based compensation 472 - - Stock-based compensation expense $ 23,692 $ 5,705 $ 998 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss from Continuing Operations Before Income Taxes | The components of loss from continuing operations before income taxes for the years ended December 31, 2021, 2020 and 2019 are summarized below (in thousands): 2021 2020 2019 Pre tax book income (loss): Domestic $ ( 80,232 ) $ ( 40,663 ) $ ( 77,212 ) Foreign 2,774 131 23 Total pre tax book income (loss) $ ( 77,458 ) $ ( 40,532 ) $ ( 77,189 ) |
Schedule of Components of Income Tax Expense | The components of income tax expense for the years ended December 31, 2021, 2020 and 2019 are summarized below (in thousands): 2021 2020 2019 Current expense (benefit): Federal $ 15 $ — $ — Foreign 196 33 6 State 306 76 21 Total current expense (benefit) 517 109 27 Deferred expense (benefit): Federal 57 165 — Foreign — — — State 150 215 — Total deferred expense (benefit) 207 380 — Total income tax expense $ 724 $ 489 $ 27 |
Schedule of Deferred Tax Assets (Liabilities) | The Company’s deferred tax assets (liabilities) consisted of the following at December 31, 2021 and 2020 (in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 59,807 $ 37,224 Deferred compensation 3,291 771 Lease liability 690 519 Accruals and reserves 4,641 3,806 Total gross deferred tax asset 68,429 42,320 Less valuation allowance ( 64,561 ) ( 40,114 ) Total net deferred tax asset 3,868 2,206 Deferred tax liabilities: Excess depreciation and amortization ( 2,342 ) ( 1,045 ) Right of use asset ( 668 ) ( 502 ) Indefinite lived intangible ( 1,810 ) ( 1,038 ) Net deferred tax liability $ ( 952 ) $ ( 379 ) |
Schedule of Reconciliation of Income Taxes at The Federal Statutory Rate to Actual Income Taxes | A reconciliation of income taxes at the federal statutory rate of 21 % to actual income taxes for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands): 2021 2020 2019 Income tax benefit at federal statutory rate $ ( 16,265 ) $ ( 8,513 ) $ ( 16,210 ) State income taxes, net of federal income tax benefit ( 3,789 ) ( 1,584 ) ( 4,014 ) Foreign rate differential 39 7 1 Permanent differences ( 212 ) 230 381 Stock based compensation ( 5,119 ) ( 122 ) ( 133 ) Executive compensation disallowance 1,908 — — Increase in valuation allowance 24,141 10,471 20,002 Other 21 — — Provision for income taxes $ 724 $ 489 $ 27 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Max Digital LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of Aggregate Purchase Consideration | The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands): Assets Acquired Cash and cash equivalents 1,458 Trade receivables 1,673 Other current assets 448 Property & equipment 30 Goodwill 52,318 Other intangibles 8,600 Total assets acquired $ 64,527 Liabilities Assumed Accounts payable 1,084 Accrued payroll 616 Accrued other liabilities 252 Deferred Revenue 1,186 Total liabilities assumed 3,138 Net assets acquired $ 61,389 |
A S I Services L L C [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisition Fair Value | The acquisition date fair value of the consideration for the above transaction consisted of the following as of April 20, 2020 (in thousands): Cash consideration $ 5,500 Contingent consideration 5,700 Fair value of purchase consideration $ 11,200 |
Schedule of Aggregate Purchase Consideration | The following table summarizes the allocation of the aggregate purchase consideration to the fair values of the assets acquired and liabilities assumed as of April 20, 2020 (in thousands): Assets Acquired Goodwill $ 5,750 Other intangible assets, net 5,450 Operating lease right-of-use assets 718 Total assets acquired $ 11,918 Liabilities Assumed Operating lease liabilities 207 Long-term operating lease liabilities 511 Total liabilities assumed 718 Net assets acquired $ 11,200 |
TruePartners USA LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisition Fair Value | The acquisition date fair value of the consideration for the above transaction consisted of the following as of December 16, 2019 (in thousands): Cash consideration $ 15,560 Fair value of upfront stock consideration 10,969 Fair value of purchase consideration $ 26,529 |
Schedule of Aggregate Purchase Consideration | The following table summarizes the allocation of the aggregate purchase consideration to the fair values of the assets acquired and liabilities assumed as of December 16, 2019 (in thousands): Assets Acquired Cash and cash equivalents $ 887 Trade receivables 931 Other current assets 8 Property & equipment, net 21 Goodwill 16,070 Other intangible assets, net 9,100 Operating lease right-of-use assets 227 Total assets acquired $ 27,244 Liabilities Assumed Accounts payable 13 Accrued payroll 324 Accrued other liabilities 151 Operating lease liabilities 50 Long-term operating lease liabilities 177 Total liabilities assumed 715 Net assets acquired $ 26,529 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Goodwill consisted of the following (in thousands): 2021 2020 Beginning balance 21,820 16,070 Increase for acquisition activity 57,019 5,750 Ending balance $ 78,839 $ 21,820 |
Summary of Acquired Intangible Assets | Acquired intangible assets, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Useful Lives Gross Accumulated Amortization Carrying Gross Accumulated Amortization Carrying Customer Relationships 0.5 - 15 years 9,850 ( 975 ) 8,875 4,950 ( 273 ) 4,677 Developed Technology 1 - 7 years 8,200 ( 3,128 ) 5,072 2,950 ( 1,399 ) 1,551 Other Acquired Intangibles 0.5 - 5 years 7,150 ( 2,967 ) 4,183 6,650 ( 1,387 ) 5,263 Total $ 25,200 $ ( 7,070 ) $ 18,130 $ 14,550 $ ( 3,059 ) $ 11,491 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense on acquired intangible assets for the next five years is as follows (in thousands): Year ended December 31, 2022 3,582 2023 3,100 2024 3,043 2025 1,770 2026 1,733 Thereafter 4,902 Total 18,130 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value On Recurring Basis | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of December 31, 2021 and 2020, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 412,070 $ — $ — $ 412,070 Short-term securities: Commercial paper — 5,580 — 5,580 Corporate bonds — 2,128 — 2,128 U.S. treasury securities 6,057 — — 6,057 Total financial assets $ 418,127 $ 7,708 $ — $ 425,835 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 135,756 $ — $ — $ 135,756 Total financial assets $ 135,756 $ — $ — $ 135,756 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic And Diluted Net Loss Per Share | The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows (in thousands, except share data): Year ended December 31, 2021 2020 2019 Class A Class B Numerator: Net loss attributable to common $ ( 28,661 ) $ ( 49,262 ) $ ( 41,021 ) $ ( 77,216 ) Denominator: Weighted-average number of shares of 46,100,073 79,232,727 21,596,379 18,370,224 Net loss per share attributable to common Basic and diluted $ ( 0.62 ) $ ( 0.62 ) $ ( 1.90 ) $ ( 4.20 ) |
Summary of Potentially Dilutive Shares Excluded from Computation of Net Loss Per Share | The following table presents the total weighted-average number of potentially dilutive shares that were excluded from the computation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the period presented: Year ended December 31, 2021 2020 2019 Convertible Preferred Stock Series Seed I, Seed II, - 112,153,209 98,437,210 Unvested RSAs and RSUs 407,779 174,288 729,010 Stock options not subject to performance 7,678,144 7,532,424 3,765,178 |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Details) | Mar. 26, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)IndustrySegmentshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Number of Operating Segments | IndustrySegment | 1 | |||
Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs | $ 385,736,000 | $ 0 | $ 0 | |
Deferred offering costs, net | $ 3,900,000 | 0 | 800,000 | |
Short term operating lease expenses | 0 | 0 | ||
Goodwill impairment | 0 | 0 | ||
Impairment loss | 0 | 0 | ||
Advertising and marketing expenses | 5,000,000 | 2,300,000 | $ 3,600,000 | |
Uncertain tax position | 0 | |||
Restricted cash | $ 700,000 | $ 0 | ||
Computer Software [Member] | ||||
Useful lives (in years) | 3 years | |||
Common Class A [Member] | ||||
Shares Issued Price Per Share | $ / shares | $ 25 | |||
Option to purchase additional shares of common stock | shares | 2,482,500 | |||
Common Class B [Member] | ||||
Stock Issued During Period Shares Conversion Of Units | shares | 115,269,221 | |||
IPO [Member] | Common Class A [Member] | ||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs, Share | shares | 16,550,000 | 16,550,000 | ||
Shares Issued Price Per Share | $ / shares | $ 25 | |||
Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs | $ 388,900,000 | |||
Proceeds From Issuance Initial Public Offering By Selling Shareholders | $ 0 |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies - Schedule of Estimated Useful lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture And Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leaseholds And Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | Lesser of economic life or lease term |
Minimum [Member] | Computer Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Minimum [Member] | Inspection And Trade Show Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Maximum [Member] | Computer Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Inspection And Trade Show Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Nature of Business and Summar_6
Nature of Business and Summary of Significant Accounting Policies - Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of intangible assets | $ 2,000 | $ 1,400 | $ 400 |
Operations and Technology [Member] | |||
Amortization of intangible assets | 416 | 1,076 | 448 |
Selling General And Administrative Expenses [Member] | |||
Amortization of intangible assets | $ 67 | $ 68 | $ 106 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Risks And Uncertainties [Abstract] | ||
Percentage of revenue | 10.00% | 10.00% |
Percentage of account receivable | 10.00% | 10.00% |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 13,769 |
Unrealized Gain | 0 |
Unrealized Losses | (4) |
Fair Value | 13,765 |
Corporate bonds | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Amortized Cost | 2,129 |
Unrealized Gain | 0 |
Unrealized Losses | (1) |
Fair Value | 2,128 |
Commercial Paper | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Amortized Cost | 5,580 |
Unrealized Gain | 0 |
Unrealized Losses | 0 |
Fair Value | 5,580 |
US Treasury Securities [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Amortized Cost | 6,060 |
Unrealized Gain | 0 |
Unrealized Losses | (3) |
Fair Value | $ 6,057 |
Marketable Securities - Sched_2
Marketable Securities - Schedule fair values of available for sale marketable (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Due within one year | $ 12,569 |
Due in one to two years | 1,196 |
Available-for-sale Total | $ 13,765 |
Accounts Receivables & Allowa_3
Accounts Receivables & Allowance for Doubtful Receivables - Summary of Changes in the Allowance for Doubtful Trade Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable Net [Abstract] | |||
Beginning balance | $ 2,093 | $ 1,352 | $ 753 |
Provision for bad debt | 3,769 | 5,075 | 2,735 |
Net write-offs | |||
Write-offs | (5,798) | (6,966) | (2,761) |
Recoveries | 3,660 | 2,632 | 625 |
Net write-offs | (2,138) | (4,334) | (2,136) |
Ending balance | $ 3,724 | $ 2,093 | $ 1,352 |
Accounts Receivables & Allowa_4
Accounts Receivables & Allowance for Doubtful Receivables - Summary of Changes in the Allowance for Doubtful Finance Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable Net [Abstract] | |||
Beginning balance | $ 40 | $ 65 | $ 0 |
Provision for bad debt | 1,210 | 107 | 65 |
Net write-offs | |||
Write-offs | (651) | (132) | 0 |
Recoveries | 37 | 0 | 0 |
Net write-offs | (614) | (132) | 0 |
Ending balance | $ 636 | $ 40 | $ 65 |
Accounts Receivables & Allowa_5
Accounts Receivables & Allowance for Doubtful Receivables - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable Net [Abstract] | ||
Financing receivable on nonaccrual status | $ 0 | $ 0 |
Financing Receivable, 90 Days or More Past Due And Still Accruing | $ 0 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 9,552 | $ 7,351 |
Less accumulated depreciation | (4,636) | (2,439) |
Property and equipment, net | 4,916 | 4,912 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,996 | 3,470 |
Inspection and Trade Show Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,121 | 2,446 |
Furniture And Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 813 | 813 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 622 | $ 622 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 2.3 | $ 1.7 | $ 0.8 |
Internal-Use Software Costs, _3
Internal-Use Software Costs, net - Schedule of Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (7,070) | $ (3,059) |
Carrying value, Total | $ 18,130 | 11,491 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives (in years) | 3 years | |
Gross carrying amount | $ 21,702 | 9,737 |
Accumulated Amortization | (3,857) | (1,963) |
Carrying value, Total | $ 17,844 | $ 7,775 |
Internal-Use Software Costs, _4
Internal-Use Software Costs, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets Net [Abstract] | |||
Amortization of intangible assets | $ 2 | $ 1.4 | $ 0.4 |
Internal-Use Software Costs, _5
Internal-Use Software Costs, net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Carrying value, Total | $ 18,130 | $ 11,491 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
2022 | 6,835 | |
2023 | 5,826 | |
2024 | 5,183 | |
Carrying value, Total | $ 17,844 | $ 7,775 |
Guarantees, Commitments and C_2
Guarantees, Commitments and Contingencies Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | ||
Guarantee term | 10 days | |
Sale price of vehicles with outstanding guarantee | $ 257.6 | $ 95.7 |
Accrued Other Liabilities [Member] | ||
Commitments And Contingencies [Line Items] | ||
Carrying amount of the liability | 1.2 | 1 |
Recognized probable loss contingency | $ 1 | $ 1.1 |
Borrowings -Schedule of Outstan
Borrowings -Schedule of Outstanding Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 500 | $ 4,832 | |
Two Thousand And Nineteen Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Expiration Date | [1] | Jun. 25, 2024 | |
Total long-term debt | $ 500 | $ 4,832 | |
Two Thousand And Nineteen Revolver [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate description | [1] | LIBOR + 3.75% | |
[1] | December 31, December 31, Interest Rate * Maturity Date * 2021 2020 2019 Revolver LIBOR + 3.75% June 25, 2024 $ 500 $ 4,832 Total long-term debt $ 500 $ 4,832 * The interest rate and maturity date presented in the table above represent the rate and maturity date in place as of December 31, 2021 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - USD ($) $ in Millions | Aug. 24, 2021 | Jun. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 0.5 | $ 4.8 | |||
2019 Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Expiration Date | [1] | Jun. 25, 2024 | |||
Unused borrowing capacity | $ 49.5 | ||||
Revolving feature end date | Jun. 25, 2023 | ||||
Interest rate | 4.75% | ||||
2019 Revolver [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate description | [1] | LIBOR + 3.75% | |||
2019 Revolver [Member] | First Amendment to Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum principal amount | $ 50 | ||||
Line of Credit Facility, Expiration Date | Jun. 25, 2024 | ||||
2019 Revolver [Member] | First Amendment to Loan and Security Agreement [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||||
2021 Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum principal amount | $ 160 | ||||
Line of Credit Facility, Expiration Date | Aug. 24, 2026 | ||||
Commitment fee percentage | 0.25% | ||||
Outstanding letter of credit issued | $ 1.1 | ||||
2021 Revolver [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate description | the Alternative Base Rate plus a margin of 1.75% per annum | ||||
2021 Revolver [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate description | LIBOR (or a replacement rate established in accordance with the terms of the credit agreement) (subject to a 0.00% LIBOR floor), plus a margin of 2.75% per annum | ||||
2021 Revolver [Member] | Alternative Base Rate Highest [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate description | (a) the Wall Street Journal prime rate, (b) the NYFRB rate plus 0.5%, and (c)(i) 1.00% plus (ii) the adjusted LIBOR rate for a one-month interest period. | ||||
Letter Of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum principal amount | $ 20 | ||||
[1] | December 31, December 31, Interest Rate * Maturity Date * 2021 2020 2019 Revolver LIBOR + 3.75% June 25, 2024 $ 500 $ 4,832 Total long-term debt $ 500 $ 4,832 * The interest rate and maturity date presented in the table above represent the rate and maturity date in place as of December 31, 2021 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease costs | $ 1 | $ 0.8 | $ 0.4 |
Weighted-average remaining lease term | 3 years 4 months 24 days | ||
Weighted-average discount rate | 5.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 1,430 |
2023 | 1,068 |
2024 | 467 |
2025 | 224 |
2026 | 227 |
2027 | 161 |
Total lease payments | 3,578 |
Less imputed interest | (223) |
Operating Lease, Liability | $ 3,355 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | Mar. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Preferred Stock Shares Outstanding | 0 | ||
Common Stock, Voting Rights | The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. | ||
Cash dividend | $ 0 | $ 0 | |
Convertible Preferred Stock | |||
Preferred Stock Conversion Basis | one-for-one | ||
Series E1 Convertible Preferred Stock | |||
Convertible preferred stock, issued | 4,642,048 | ||
Convertible preferred stock, price per share | $ 11.85 | ||
Net of issuance costs | $ 54,900,000 | ||
Common Class B | |||
Convertible Preferred Stock Shares Issued Upon Conversion | 115,269,221 | ||
Common stock, shares authorized | 160,000,000 | ||
Conversion of Stock, Shares Converted | 85,836,123 | ||
Common Class A | |||
Common stock, shares authorized | 2,000,000,000 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Shares Authorized | 230,538,501 |
Shares Issued and Outstanding | 115,269,221 |
Net Proceeds | $ | $ 366,332 |
Series Seed Convertible Preferred Stock | |
Shares Authorized | 9,615,250 |
Shares Issued and Outstanding | 4,807,624 |
Net Proceeds | $ | $ 1,000 |
Series Seed Two Convertible Preferred Stock [Member] | |
Shares Authorized | 6,699,600 |
Shares Issued and Outstanding | 3,349,799 |
Net Proceeds | $ | $ 998 |
Series A Convertible Preferred Stock [Member] | |
Shares Authorized | 36,231,850 |
Shares Issued and Outstanding | 18,115,923 |
Net Proceeds | $ | $ 5,000 |
Series B Convertible Preferred Stock | |
Shares Authorized | 62,748,330 |
Shares Issued and Outstanding | 31,374,164 |
Net Proceeds | $ | $ 15,000 |
Series C Convertible Preferred Stock | |
Shares Authorized | 36,535,641 |
Shares Issued and Outstanding | 18,267,813 |
Net Proceeds | $ | $ 34,656 |
Series D Convertible Preferred Stock [Member] | |
Shares Authorized | 40,491,675 |
Shares Issued and Outstanding | 20,245,834 |
Net Proceeds | $ | $ 94,998 |
Series E Convertible Preferred Stock [Member] | |
Shares Authorized | 28,932,045 |
Shares Issued and Outstanding | 14,466,016 |
Net Proceeds | $ | $ 159,816 |
Series E1 Convertible Preferred Stock | |
Shares Authorized | 9,284,110 |
Shares Issued and Outstanding | 4,642,048 |
Net Proceeds | $ | $ 54,864 |
Revenue - Summary of primary co
Revenue - Summary of primary component of Revenue, Level of Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Auction Marketplace Revenue [Member] | |||
Revenue | $ 164,215 | $ 99,205 | $ 49,216 |
Transportation Data And Other Services Revenue [Member] | |||
Revenue | 144,135 | 73,915 | 38,534 |
Marketplace And Service Revenue [Member] | |||
Revenue | $ 308,350 | $ 173,120 | $ 87,750 |
Stock-Based Employee Compensa_3
Stock-Based Employee Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Item] | |||
Weighted-average grant date fair value of options issued | $ 13.63 | $ 5.16 | $ 1.22 |
Cash received from the exercise of options granted | $ 1.6 | $ 1.8 | $ 0.3 |
Grant date fair value of shares vested from restricted stock awards | $ 0.4 | $ 0.4 | |
Vesting percentage | 25.00% | ||
Vesting period | 4 years | ||
Restricted Stock Units And Common Stock Option [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Item] | |||
Number of shares available for grant | 12,257,198 | 339,129 | |
Grant date fair value of shares vested from restricted stock awards | $ 88.1 | $ 19.2 | |
Weighted average period of recognized term | 2 years 2 months 19 days | 3 years 3 months 29 days |
Stock-Based Employee Compensa_4
Stock-Based Employee Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation [Abstract] | |||
Number of options, outstanding | 9,933,348 | 8,234,026 | 7,706,975 |
Number of options, granted | 633,700 | 3,433,287 | 2,595,900 |
Number of options, exercised | (1,503,456) | (1,253,500) | (711,541) |
Number of options, forfeited | (232,819) | (446,905) | (1,344,619) |
Number of options, expired | (44,049) | (33,560) | (12,690) |
Number of options, outstanding | 8,786,724 | 9,933,348 | 8,234,026 |
Number of options, exercisable | 5,634,835 | ||
Number of options, expected to vest | 3,151,889 | ||
Weighted-average exercise price per share, outstanding | $ 2.16 | $ 0.80 | $ 0.34 |
Weighted-average exercise price per share, granted | 8.10 | 5.20 | 2.08 |
Weighted-average exercise price per share, exercised | 1.08 | 1.46 | 0.36 |
Weighted-average exercise price per share, forfeited | 4.51 | 2.48 | 0.88 |
Weighted-average exercise price per share, expired | 2.25 | 0.84 | 0.48 |
Weighted-average exercise price per share, outstanding | 2.72 | $ 2.16 | $ 0.80 |
Weighted-average exercise price per share, exercisable | 1.44 | ||
Weighted-average exercise price per share, expected to vest | $ 5.01 | ||
Intrinsic value, outstanding | $ 129,358 | $ 30,415 | |
Intrinsic value, outstanding | 141,659 | $ 129,358 | $ 30,415 |
Intrinsic value, exercisable | 98,030 | ||
Intrinsic value, expected to vest | $ 43,628 | ||
Weighted Average Remaining Contractual Term, Outstanding | 7 years 10 days | 7 years 9 months 18 days | 8 years 21 days |
Weighted Average Remaining Contractual Term, Exercisable | 6 years 3 months | ||
Weighted Average Remaining Contractual Term, Expected to Vest | 8 years 5 months 1 day |
Stock-Based Employee Compensa_5
Stock-Based Employee Compensation - Summary of restricted stock unit (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units R S U [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of RS Outstanding | 250,000 | 0 | 0 |
Number of RS Granted | 3,892,018 | 250,000 | |
Number of RS Vested | (381,753) | ||
Number of RS Forfeited | (55,059) | ||
Number of RS Outstanding | 3,705,206 | 250,000 | 0 |
Weighted-Average Grant-Date Fair Value Outstanding | $ 10.52 | $ 0 | $ 0 |
Weighted-Average Grant-Date Fair Value, Granted | 21.32 | 10.52 | |
Weighted-Average Grant-Date Fair Value, Vested | 19.59 | ||
Weighted-Average Grant-Date Fair Value, Forfeited | 21.80 | ||
Weighted-Average Grant-Date Fair Value Outstanding | $ 20.76 | $ 10.52 | $ 0 |
Restricted Stock Award Activity [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of RS Outstanding | 0 | 750,000 | 3,527,778 |
Number of RS Vested | (750,000) | (2,777,778) | |
Number of RS Outstanding | 0 | 0 | 750,000 |
Weighted-Average Grant-Date Fair Value Outstanding | $ 0 | $ 0.02 | $ 0.02 |
Weighted-Average Grant-Date Fair Value, Vested | 0.02 | 0.02 | |
Weighted-Average Grant-Date Fair Value Outstanding | $ 0 | $ 0 | $ 0.02 |
Stock-Based Employee Compensa_6
Stock-Based Employee Compensation - Schedule of weighted-average assumptions for options issued (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation [Abstract] | |||
Expected term (in years) | 6 years 18 days | 5 years 10 months 28 days | 5 years 11 months 26 days |
Risk-free interest rate | 0.65% | 0.66% | 2.22% |
Expected volatility | 52.29% | 53.84% | 62.08% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Employee Compensa_7
Stock-Based Employee Compensation - Schedule of fair value of options vested and the intrinsic value from the exercise of options (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract] | |||
Fair value of options vested | $ 55,203 | $ 40,746 | $ 10,551 |
Intrinsic value of options exercised | $ 26,381 | $ 17,219 | $ 2,940 |
Stock-Based Employee Compensa_8
Stock-Based Employee Compensation - Summary of share-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation, net of amount capitalized | $ 23,220 | $ 5,705 | $ 998 |
Capitalized stock-based compensation | 472 | 0 | 0 |
Stock-based compensation expense | 23,692 | 5,705 | 998 |
Marketplace and Service Cost of Revenue (excluding depreciation & amortization) [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation, net of amount capitalized | 329 | 56 | 11 |
Operations and Technology [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation, net of amount capitalized | 3,486 | 864 | 172 |
Selling General And Administrative Expenses [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation, net of amount capitalized | $ 19,405 | $ 4,785 | $ 815 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefits And Share Based Compensation [Abstract] | |||
Discretionary Contributions | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Line Items] | |||
Income tax interest expense or penalties | $ 0 | $ 0 | $ 0 |
Valuation allowance | (64,561) | (40,114) | |
Increase in valuation allowance | 24,141 | 10,471 | $ 20,002 |
Non-cash tax charge | 300 | ||
Net operating loss carryforwards, federal | 237,000 | ||
Net operating loss carryforwards, state | 188,700 | ||
Uncertain tax positions | $ 0 | $ 0 | |
Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% |
Net operating loss carry forwards, expire period | 2035 | ||
Provision for taxes | $ 0 | ||
Deferred tax assets excluding certain deferred tax liabilities related to indefinite lived intangibles [Member] | |||
Valuation Allowance [Line Items] | |||
Valuation allowance | (64,600) | $ (40,100) | |
Increase in valuation allowance | $ 24,400 | $ 10,500 |
Income Taxes - Components of lo
Income Taxes - Components of loss from continuing operations before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pre tax book income (loss) | |||
Domestic | $ (80,232) | $ (40,663) | $ (77,212) |
Foreign | 2,774 | 131 | 23 |
Loss before income taxes | $ (77,458) | $ (40,532) | $ (77,189) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current expense (benefit): | |||
Federal | $ 15 | $ 0 | $ 0 |
Foreign | 196 | 33 | 6 |
State | 306 | 76 | 21 |
Total current expense (benefit) | 517 | 109 | 27 |
Deferred expense (benefit): | |||
Federal | 57 | 165 | 0 |
Foreign | 0 | 0 | 0 |
State | 150 | 215 | 0 |
Total deferred expense (benefit) | 207 | 380 | 0 |
Total income tax expense | $ 724 | $ 489 | $ 27 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 59,807 | $ 37,224 |
Deferred compensation | 3,291 | 771 |
Lease liability | 690 | 519 |
Accruals and reserves | 4,641 | 3,806 |
Total gross deferred tax asset | 68,429 | 42,320 |
Less valuation allowance | (64,561) | (40,114) |
Total net deferred tax asset | 3,868 | 2,206 |
Deferred tax liabilities: | ||
Excess depreciation and amortization | (2,342) | (1,045) |
Right of use asset | (668) | (502) |
Indefinite lived intangible | (1,810) | (1,038) |
Net deferred tax asset | $ (952) | $ (379) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes to Actual Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at federal statutory rate | $ (16,265) | $ (8,513) | $ (16,210) |
State income taxes, net of federal income tax benefit | (3,789) | (1,584) | (4,014) |
Foreign Rate Differential | 39 | 7 | 1 |
Permanent differences | (212) | 230 | 381 |
Stock Based Compensations | (5,119) | (122) | (133) |
Executive compensation disallowance | 1,908 | 0 | 0 |
Increase in valuation allowance | 24,141 | 10,471 | 20,002 |
Other | 21 | 0 | 0 |
Total income tax expense | $ 724 | $ 489 | $ 27 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 12, 2021 | Apr. 20, 2020 | Dec. 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Selling, general, and administrative | $ 121,167 | $ 64,882 | $ 62,439 | |||
Goodwill | 78,839 | 21,820 | 16,070 | |||
Stock-based compensation expense, net of amounts capitalized | 23,220 | 5,705 | 998 | |||
ASI Services LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 5,500 | |||||
Purchase consideration | 11,200 | 11,200 | ||||
Contingent consideration liability | 2,600 | |||||
Contingent consideration liability fair value remaining | 5,700 | |||||
Selling, general, and administrative | 3,100 | |||||
Goodwill | $ 5,750 | $ 2,700 | ||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | |||||
Legal And Consulting Fees | $ 300 | |||||
TruePartners USA LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 15,560 | |||||
Purchase consideration | 26,529 | |||||
Goodwill | $ 16,070 | $ 16,100 | ||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | |||||
Percentage of Acquired | 100.00% | |||||
Stock-based compensation expense, net of amounts capitalized | 3,400 | |||||
Purchase Price | $ 26,500 | |||||
Legal And Consulting Fees | $ 400 | |||||
Max Digital LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 61,400 | |||||
Goodwill | $ 52,300 | $ 52,318 | ||||
Finite-Lived Intangible Assets, Amortization Method | straight-line basis | |||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | |||||
Business Acquisition, Name of Acquired Entity | Max Digital | |||||
Business Acquisition, Transaction Costs | $ 1,100 | |||||
Description of acquired entity | Max Digital is a pioneer in automotive data and merchandising products and is best known for its flagship inventory management system platform. Max Digital's software products enable dealers to accurately price wholesale and retail inventory while maximizing profit on each vehicle sold by leveraging predictive analytics informed by machine learning. | |||||
Date of acquisition | Jul. 12, 2021 | |||||
Other 2021 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 6,900 | |||||
Contingent consideration liability | 2,000 | |||||
Business Combination, Acquisition Related Costs | 2,100 | |||||
Goodwill | 4,700 | |||||
Other net assets | 100 | |||||
Deductible Amount, Goodwill | $ 3,100 | |||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | |||||
Business Acquisition, Transaction Costs | $ 500 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition Fair Value (Detail) - USD ($) $ in Thousands | Apr. 20, 2020 | Dec. 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Contingent Consideration | $ 0 | $ 5,700 | $ 0 | ||
ASI Services LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 5,500 | ||||
Contingent Consideration | 5,700 | ||||
Fair value of purchase consideration | $ 11,200 | $ 11,200 | |||
TruePartners USA LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 15,560 | ||||
Fair Value Of Upfront Stock Consideration | 10,969 | ||||
Fair value of purchase consideration | $ 26,529 |
Acquisitions - Schedule of Aggr
Acquisitions - Schedule of Aggregate Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 12, 2021 | Dec. 31, 2020 | Apr. 20, 2020 | Dec. 31, 2019 | Dec. 16, 2019 |
Assets Acquired | ||||||
Goodwill | $ 78,839 | $ 21,820 | $ 16,070 | |||
Operating lease right-of-use assets | 3,264 | 2,000 | ||||
Liabilities Assumed | ||||||
Long-term operating lease liabilities | 2,049 | 1,323 | ||||
ASI Services LLC [Member] | ||||||
Assets Acquired | ||||||
Goodwill | $ 2,700 | $ 5,750 | ||||
Other intangible assets | 5,450 | |||||
Operating lease right-of-use assets | 718 | |||||
Total assets acquired | 11,918 | |||||
Liabilities Assumed | ||||||
Operating lease liabilities | 207 | |||||
Long-term operating lease liabilities | 511 | |||||
Total liabilities assumed | 718 | |||||
Net assets acquired | $ 11,200 | |||||
TruePartners USA LLC [Member] | ||||||
Assets Acquired | ||||||
Cash and cash equivalents | $ 887 | |||||
Trade receivables | 931 | |||||
Other current assets | 8 | |||||
Property & equipment | 21 | |||||
Goodwill | $ 16,100 | 16,070 | ||||
Other intangible assets | 9,100 | |||||
Operating lease right-of-use assets | 227 | |||||
Total assets acquired | 27,244 | |||||
Liabilities Assumed | ||||||
Operating lease liabilities | 50 | |||||
Long-term operating lease liabilities | 177 | |||||
Accounts payable | 13 | |||||
Accrued payroll | 324 | |||||
Accrued other liabilities | 151 | |||||
Total liabilities assumed | 715 | |||||
Net assets acquired | $ 26,529 | |||||
Max Digital LLC [Member] | ||||||
Assets Acquired | ||||||
Cash and cash equivalents | 1,458 | |||||
Trade receivables | 1,673 | |||||
Other current assets | 448 | |||||
Property & equipment | 30 | |||||
Goodwill | 52,318 | $ 52,300 | ||||
Other intangible assets | 8,600 | |||||
Total assets acquired | 64,527 | |||||
Liabilities Assumed | ||||||
Accounts payable | 1,084 | |||||
Accrued payroll | 616 | |||||
Accrued other liabilities | 252 | |||||
Deferred Revenue | 1,186 | |||||
Total liabilities assumed | 3,138 | |||||
Net assets acquired | $ 61,389 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangibles - Summary of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 21,820 | $ 16,070 |
Increase for acquisition activity | 57,019 | 5,750 |
Ending balance | $ 78,839 | $ 21,820 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangibles - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 25,200 | $ 14,550 |
Accumulated Amortization | (7,070) | (3,059) |
Carrying value | 18,130 | 11,491 |
Vendor Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,150 | 6,650 |
Accumulated Amortization | (2,967) | (1,387) |
Carrying value | $ 4,183 | 5,263 |
Vendor Relationships [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives (in years) | 6 months | |
Vendor Relationships [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives (in years) | 5 years | |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 9,850 | 4,950 |
Accumulated Amortization | (975) | (273) |
Carrying value | $ 8,875 | 4,677 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives (in years) | 6 months | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives (in years) | 15 years | |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 8,200 | 2,950 |
Accumulated Amortization | (3,128) | (1,399) |
Carrying value | $ 5,072 | $ 1,551 |
Developed Technology [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives (in years) | 1 year | |
Developed Technology [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives (in years) | 7 years |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangibles - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization expense relating to purchased intangible assets | $ 4 | $ 3 | $ 0.1 |
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives | 9 years 8 months 12 days | ||
Developed Technology [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives | 4 years 2 months 12 days | ||
Other [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives | 2 years 9 months 18 days |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangibles - Schedule of Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2022 | $ 3,582 | |
2023 | 3,100 | |
2024 | 3,043 | |
2025 | 1,770 | |
2026 | 1,733 | |
Thereafter | 4,902 | |
Carrying value, Total | $ 18,130 | $ 11,491 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets Measured at Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents: | ||
Money market funds | $ 425,835 | $ 135,756 |
Corporate bonds | ||
Cash equivalents: | ||
Money market funds | 2,128 | |
Level 1 [Member] | ||
Cash equivalents: | ||
Money market funds | 418,127 | 135,756 |
Level 1 [Member] | Corporate bonds | ||
Cash equivalents: | ||
Money market funds | 0 | |
Level 2 [Member] | ||
Cash equivalents: | ||
Money market funds | 7,708 | |
Level 2 [Member] | Corporate bonds | ||
Cash equivalents: | ||
Money market funds | 2,128 | |
Level 3 [Member] | ||
Cash equivalents: | ||
Money market funds | 0 | |
Level 3 [Member] | Corporate bonds | ||
Cash equivalents: | ||
Money market funds | 0 | |
Money Market Funds [Member] | ||
Cash equivalents: | ||
Money market funds | 412,070 | 135,756 |
Money Market Funds [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Money market funds | 412,070 | $ 135,756 |
Money Market Funds [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Money market funds | 0 | |
Money Market Funds [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Money market funds | 0 | |
Commercial Paper | ||
Cash equivalents: | ||
Money market funds | 5,580 | |
Commercial Paper | Level 1 [Member] | ||
Cash equivalents: | ||
Money market funds | 0 | |
Commercial Paper | Level 2 [Member] | ||
Cash equivalents: | ||
Money market funds | 5,580 | |
Commercial Paper | Level 3 [Member] | ||
Cash equivalents: | ||
Money market funds | 0 | |
US Treasury Securities | ||
Cash equivalents: | ||
Money market funds | 6,057 | |
US Treasury Securities | Level 1 [Member] | ||
Cash equivalents: | ||
Money market funds | 6,057 | |
US Treasury Securities | Level 2 [Member] | ||
Cash equivalents: | ||
Money market funds | ||
US Treasury Securities | Level 3 [Member] | ||
Cash equivalents: | ||
Money market funds | $ 0 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Fair value of guarantees outstanding | $ 1.2 | $ 1 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Net loss attributable to common stockholders | $ (41,021) | $ (77,216) | |
Weighted-average shares - basic and diluted | 125,332,800 | 21,596,379 | 18,370,224 |
Net loss per share - basic and diluted | $ (0.62) | $ (1.90) | $ (4.20) |
Common Class A [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Net loss attributable to common stockholders | $ (28,661) | ||
Weighted-average shares - basic and diluted | 46,100,073 | ||
Net loss per share - basic and diluted | $ (0.62) | ||
Common Class B [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Net loss attributable to common stockholders | $ (49,262) | ||
Weighted-average shares - basic and diluted | 79,232,727 | ||
Net loss per share - basic and diluted | $ (0.62) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Shares Excluded from Computation of Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of Net loss per share | 0 | 112,153,209 | 98,437,210 |
Unvested RSAs and RSUs [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of Net loss per share | 407,779 | 174,288 | 729,010 |
Stock options not subject to performance conditions [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of Net loss per share | 7,678,144 | 7,532,424 | 3,765,178 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Feb. 22, 2022USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash | $ 19 |