Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Fiscal Year Focus | 2022 | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0.7 | ||
Auditor Id | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | New York, N Y | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001637873 | ||
Current Fiscal Year End Date | --12-31 | ||
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, 2022 . | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 126,342,064 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 32,457,147 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 421,529 | $ 358,435 | $ 208,357 |
Operating expenses: | |||
Operations and technology | 136,522 | 101,056 | 64,998 |
Selling, general, and administrative | 143,637 | 121,167 | 64,882 |
Depreciation and amortization | 10,926 | 8,264 | 6,075 |
Total operating expenses | 527,738 | 435,240 | 249,004 |
Loss from operations | (106,209) | (76,805) | (40,647) |
Other income (expense): | |||
Interest income | 5,082 | 129 | 748 |
Interest expense | (979) | (782) | (633) |
Total other income (expense) | 4,103 | (653) | 115 |
Loss before income taxes | (102,106) | (77,458) | (40,532) |
Provision for income taxes | 87 | 724 | 489 |
Net loss | $ (102,193) | $ (78,182) | $ (41,021) |
Net income (loss) per share attributable to common stockholders: basic | $ (0.65) | $ (0.62) | $ (1.90) |
Net loss per share - diluted | $ (0.65) | $ (0.62) | $ (1.90) |
Weighted-average shares - basic | 156,994,254 | 125,332,800 | 21,596,379 |
Weighted-average number of shares of common stock - diluted | 156,994,254 | 125,332,800 | 21,596,379 |
Marketplace And Service Revenue [Member] | |||
Total revenue | $ 361,585 | $ 308,350 | $ 173,120 |
Customer Assurance Revenue [Member] | |||
Total revenue | 59,944 | 50,085 | 35,237 |
Marketplace And Service Cost [Member] | |||
Operating expenses: | |||
Cost of revenue | 183,968 | 159,405 | 83,553 |
Customer Assurance Cost [Member] | |||
Operating expenses: | |||
Cost of revenue | $ 52,685 | $ 45,348 | $ 29,496 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (102,193) | $ (78,182) | $ (41,021) |
Other comprehensive loss: | |||
Net unrealized gains (losses) on available-for-sale securities | (2,462) | (4) | 0 |
Foreign currency translation gain (loss) | (1,273) | 21 | (56) |
Comprehensive loss | $ (105,928) | $ (78,165) | $ (41,077) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets : | ||
Cash and cash equivalents | $ 280,752 | $ 565,994 |
Marketable Securities | 215,926 | 13,782 |
Trade receivables (net of allowance of $4,860 and $3,724) | 168,732 | 222,753 |
Finance receivables (net of allowance of $2,275 and $636) | 78,047 | 44,278 |
Other current assets | 11,317 | 10,606 |
Total current assets | 754,774 | 857,413 |
Property and equipment (net of accumulated depreciation of $6,986 and $4,636) | 5,710 | 4,916 |
Goodwill | 91,755 | 78,839 |
Acquired intangible assets (net of amortization of $11,990 and $7,070) | 19,291 | 18,130 |
Internal-use software costs (net of amortization of $6,930 and $3,857) | 36,992 | 17,844 |
Other assets | 6,400 | 5,818 |
Total assets | 914,922 | 982,960 |
Current Liabilities : | ||
Accounts payable | 323,661 | 395,972 |
Accrued payroll | 10,052 | 11,961 |
Accrued other liabilities | 14,504 | 15,429 |
Total current liabilities | 348,217 | 423,362 |
Long-term debt | 75,500 | 500 |
Other long-term liabilities | 5,481 | 3,001 |
Total liabilities | 429,198 | 426,863 |
Commitments and Contingencies (Note 8) | ||
Stockholders' Equity: | ||
Preferred stock; $0.001 par value; 20,000,000 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 836,695 | 801,142 |
Accumulated deficit | (347,354) | (245,161) |
Accumulated other comprehensive loss | (3,775) | (40) |
Total stockholders' equity | 485,724 | 556,097 |
Total liabilities and stockholders' equity | 914,922 | 982,960 |
Common Class A | ||
Stockholders' Equity: | ||
Common stock | 121 | 106 |
Common Class B | ||
Stockholders' Equity: | ||
Common stock | $ 37 | $ 50 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Receivable, Allowance | $ 4,860 | $ 3,724 |
Financing Receivable, Allowance | 2,275 | 636 |
Accumulated Depreciation Property And Equipment | 6,986 | 4,636 |
Amortization of Intangible Assets | 11,990 | 7,070 |
Software Development [Member] | ||
Amortization of Intangible Assets | $ 6,930 | $ 3,857 |
Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
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 | 2,000,000,000 |
Common stock, shares issued | 121,214,275 | 106,420,843 |
Common stock, shares outstanding | 121,214,275 | 106,420,843 |
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 | 160,000,000 |
Common stock, shares issued | 37,241,952 | 49,661,126 |
Common stock, shares outstanding | 37,241,952 | 49,661,126 |
Convertible Preferred Stock Series Seed I, Seed II, A, B, C, D, E and E1 | ||
Temporary equity, shares outstanding | 0 | 0 |
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] | Series E1 Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class A [Member] IPO [Member] | Common Stock [Member] Common Class B [Member] | Common Stock [Member] Common Class B [Member] IPO [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, 2019 | $ (106,142) | $ 21 | $ 0 | $ 0 | $ 19,796 | $ (125,958) | $ 1 | |||||||
Balance, Shares at Dec. 31, 2019 | 21,078,342 | 0 | 0 | |||||||||||
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 income (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 | 22,331,842 | 0 | 0 | |||||||||||
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 income (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 | $ 1 | $ 0 | 1,629 | |||||||||
Exercise of common stock options, Shares | 1,503,456 | 375,971 | 1,124,769 | 2,715 | ||||||||||
Vested restricted stock units, Shares | 244,638 | |||||||||||||
Vested restricted stock units | $ (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 | 0 | 106,420,843 | 49,661,126 | |||||||||||
Balance at Dec. 31, 2021 | ||||||||||||||
Balance, Shares at Dec. 31, 2021 | 0 | |||||||||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Value | $ 13 | $ (13) | ||||||||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Shares | 12,568,380 | (12,568,380) | ||||||||||||
Net income (loss) | (102,193) | (102,193) | ||||||||||||
Other comprehensive loss | (3,735) | (3,735) | ||||||||||||
Stock-based compensation | 37,603 | 37,603 | ||||||||||||
Exercise of common stock options | $ 1,211 | $ 1 | 1,210 | |||||||||||
Exercise of common stock options, Shares | 664,643 | 664,643 | ||||||||||||
Vested restricted stock units, Shares | 652,370 | 149,206 | ||||||||||||
Vested restricted stock units | $ (5,439) | $ 0 | $ 0 | (5,439) | ||||||||||
Escrowed shares | 0 | $ 1 | (1) | |||||||||||
Escrowed shares, Shares | 620,877 | |||||||||||||
Issuance of shares for employee stock purchase plan | 2,180 | $ 0 | 2,180 | |||||||||||
Issuance of shares for employee stock purchase plan, Shares | 287,162 | |||||||||||||
Balance at Dec. 31, 2022 | $ (485,724) | $ 0 | $ 121 | $ 37 | $ 836,695 | $ (347,354) | $ (3,775) | |||||||
Balance, Shares at Dec. 31, 2022 | 0 | 121,214,275 | 37,241,952 | |||||||||||
Balance at Dec. 31, 2022 | $ 0 | |||||||||||||
Balance, Shares at Dec. 31, 2022 | 0 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (102,193) | $ (78,182) | $ (41,021) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 11,378 | 8,753 | 7,244 |
Stock-based compensation expense, net of amounts capitalized | 39,324 | 23,220 | 5,705 |
Provision for bad debt | 11,048 | 4,963 | 5,181 |
(Gain) on contingent liabilities | 0 | (3,063) | |
Other non-cash, net | (57) | 656 | 901 |
Changes in operating assets and liabilities, net of effects from purchases of businesses: | |||
Trade receivables | 47,170 | (120,155) | (29,226) |
Other current assets | 349 | (2,047) | (5,702) |
Accrued interest on marketable securities | (1,381) | ||
Accounts payable | (73,087) | 242,856 | 66,217 |
Accrued payroll | (6,000) | 3,236 | 4,095 |
Accrued other liabilities | (853) | 4,065 | (1,716) |
Other long-term liabilities | (551) | (1,465) | 2,418 |
Other assets | (322) | (610) | (665) |
Net cash provided by (used in) operating activities | (75,175) | 85,290 | 10,368 |
Cash Flows from Investing Activities | |||
Net increase in finance receivables | (37,982) | (36,956) | (5,288) |
Purchases of property and equipment | (3,211) | (2,569) | (3,503) |
Capitalization of software costs | (20,185) | (11,460) | (5,382) |
Purchases of marketable securities | (269,678) | (13,781) | 0 |
Maturities and redemptions of marketable securities | 66,990 | ||
Acquisition of businesses (net of cash acquired) | (18,913) | (64,500) | (5,500) |
Net cash provided by (used in) investing activities | (282,979) | (129,266) | (19,673) |
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 | 0 | 385,736 | 0 |
Proceeds from long term debt | 275,000 | 5,250 | 6,787 |
Payments towards long term debt | (200,000) | (9,582) | (1,980) |
Payments towards promissory note | 0 | (2,637) | 0 |
Proceeds from exercise of stock options | 1,210 | 1,631 | 1,822 |
Payment for debt issuance and other financing costs | 0 | 1,385 | 738 |
Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders | (5,458) | (2,768) | 0 |
Proceeds from employee stock purchase plan | 2,181 | ||
Other financing activities, net | 0 | 0 | (136) |
Net cash provided by (used in) financing activities | 72,933 | 376,245 | 60,755 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (21) | 0 | 0 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (285,242) | 332,269 | 51,450 |
Cash, cash equivalents, and restricted cash, beginning of period | 565,994 | 233,725 | 182,275 |
Cash, cash equivalents, and restricted cash, end of period | 280,752 | 565,994 | 233,725 |
Cash paid (received) during the period for: | |||
Interest (income) expense | (3,556) | (398) | (171) |
Income taxes | 388 | 261 | 59 |
Cash paid included in the measurement of operating lease liabilities | 1,502 | 954 | 770 |
Non-cash investing and financing activities: | |||
Stock-based compensation included in capitalized software development costs | 2,013 | 472 | 0 |
Purchase of property and equipment and internal use software in accounts payable | 1,231 | 587 | 133 |
Series E1 Preferred Stock [Member] | |||
Cash Flows from Financing Activities | |||
Proceeds from issuance of Series E1 preferred stock | $ 0 | $ 0 | $ 55,000 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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” or "ACV") 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 the Company's 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 certain data services are also provided internationally. Services are supported by the Company’s operations which are in the United States, Canada and France. 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 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 Status – We became a large accelerated filer as of December 31, 2022 because the market value of our Class A common stock held by non-affiliates exceeded $ 700 million as of June 30, 2022. We were previously an emerging growth company. As an emerging growth company, we could take advantage of certain exemptions from various reporting requirements applicable to public companies that are not emerging growth companies including, but not limited to, extended transition period to comply with new or revised financial accounting standards. We can no longer avail ourselves of these exemptions and are now required to comply with the standards and compliance dates for large accelerated filers. 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, 2022 and December 31, 2021 . 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 credit losses. 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. Upon management’s determination of uncollectibility, such accounts are written off against the allowance for doubtful receivables. For trade receivables and finance receivables, management considers factors such as age of the receivable, customer history, existing economic conditions, overall portfolio credit quality, and reasonable and supportable expectations about the future to estimate an allowance for doubtful receivables. Upon management’s determination of uncollectibility, such accounts are written off against the allowance for doubtful 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, once it is placed into service, 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 Other assets and Other long-term 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, 2022, 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 indicate 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, 2022, 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, 2022, 2021, and 2020 . 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, Other Assets and Deferred Costs, 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 and other software related services. 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. The Company also 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. 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 $ 5.2 million , $ 5.0 million , and $ 2.3 million for the years ended December 31, 2022, 2021 and 2020 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 years ended December 31, 2022, 2021 and 2020, amortization of hosted software has been reported in the Consolidated Statements of Operations as follows (in thousands): 2022 2021 2020 Operations and technology $ 381 $ 416 $ 1,076 Selling, general, and administrative 59 67 68 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 or employee stock purchase right 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. With respect to employee stock purchase rights, the Company uses a term assumption consistent with the purchase period. 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’ or employee stock purchase rights' expected term. Expected Volatility — Expected volatility is estimated based upon the historical volatility of the daily closing prices of the Company's Class A common stock, which is traded publicly on the Nasdaq Global Select Market, over periods that correlate with the expected terms of the awards granted. 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. 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 units are determined based on the closing price of the Company’s Class A 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, 2022 , 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 currencies of the Company’s Canadian and French subsidiaries are 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 financial statement line item 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 units. Due to the Company’s loss from continuing operations, net of income taxes: (i) convertible preferred stock, (ii) unvested restricted stock and other awards, (iii) stock options, and (iv) shares subject to the employee stock purchase plan, 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, 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. Reclassification – The Company reclassified accrued interest on marketable securities from Other current assets to Marketable securities as of December 31, 2021 on the Consolidated Balance Sheets, to conform with the current period presentation. The reclassification is a change from one acceptable presentation to another acceptable presentation with no impact to reported current assets. Accounting Pronouncements – 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 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. December 31, 2022 The adoption did not have a material impact 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. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2022 | |
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, 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 years ended December 31, 2022 and 2021 . No individual customer accounted for more than 10 % of accounts receivable at December 31, 2022 and 2021 . |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments, Owned, at Fair Value, by Type, Alternative [Abstract] | |
Financial Instruments | The following is a summary of available-for-sale marketable securities, as of December 31, 2022 and 2021 , respectively (in thousands): December 31, 2022 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 184,321 $ 75 $ ( 2,344 ) $ 182,052 U.S. treasury and agency securities 34,071 3 ( 200 ) 33,874 Total marketable securities $ 218,392 $ 78 $ ( 2,544 ) $ 215,926 (1) Comprised primarily of corporate bonds and commercial paper December 31, 2021 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 7,716 $ — $ ( 1 ) $ 7,715 U.S. treasury and agency securities 6,070 — ( 3 ) 6,067 Total marketable securities $ 13,786 $ — $ ( 4 ) $ 13,782 (1) Comprised primarily of corporate bonds and commercial paper As of December 31, 2022, the fair values of available-for-sale marketable securities, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 111,566 Due in one to five years 104,360 Total $ 215,926 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. The Company does not intend to sell the instruments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. 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, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [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, 2022, 2021 and 2020 were as follows (in thousands): Year ended December 31, 2022 2021 2020 Beginning balance $ 3,724 $ 2,093 $ 1,352 Provision for bad debt 6,834 3,769 5,075 Net write-offs Write-offs ( 12,176 ) ( 5,798 ) ( 6,966 ) Recoveries 6,478 3,660 2,632 Net write-offs ( 5,698 ) ( 2,138 ) ( 4,334 ) Ending balance $ 4,860 $ 3,724 $ 2,093 Changes in the allowance for doubtful finance receivables for the year ended December 31, 2022, 2021 and 2020 were as follows (in thousands): Year ended December 31, 2022 2021 2020 Beginning balance $ 636 $ 40 $ 65 Provision for bad debt 4,214 1,210 107 Net write-offs Write-offs ( 2,805 ) ( 651 ) ( 132 ) Recoveries 230 37 — Net write-offs ( 2,575 ) ( 614 ) ( 132 ) Ending balance $ 2,275 $ 636 $ 40 The increase in write-offs was the result of more challenging macroeconomic conditions in 2022 which impacted our customers. The recorded investment in finance receivables on nonaccrual status was no t material at December 31, 2022, 2021 and 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, 2022 | |
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, 2022 and 2021 (in thousands): 2022 2021 Computer equipment and devices $ 6,577 $ 4,996 Inspection and trade show equipment 4,572 3,121 Furniture and fixtures 925 813 Leasehold improvements 622 622 12,696 9,552 Less accumulated depreciation ( 6,986 ) ( 4,636 ) Property and equipment, net $ 5,710 $ 4,916 Depreciation expense for the year ended December 31, 2022, 2021 and 2020 totaled $ 2.5 million , $ 2.3 million and $ 1.7 million , respectively. |
Internal-Use Software Costs, ne
Internal-Use Software Costs, net | 12 Months Ended |
Dec. 31, 2022 | |
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 for the year ended December 31, 2022 (in thousands): December 31, 2022 Weighted average remaining amortization period (in years) Gross Accumulated Net Capitalized Software - In-service 1.8 $ 18,932 $ ( 6,930 ) $ 12,002 Capitalized Software - Work in Progress N/A 24,990 — 24,990 Total Capitalized Software $ 43,922 $ ( 6,930 ) $ 36,992 Internal-use software costs, net consisted of the following for the year ended December 31, 2021 (in thousands): December 31, 2021 Weighted average remaining amortization period (in years) Gross Accumulated Carrying Capitalized Software - In-service 1.5 $ 7,448 $ ( 3,857 ) $ 3,591 Capitalized Software - Work in Progress N/A 14,253 — 14,253 Total Capitalized Software $ 21,701 $ ( 3,857 ) $ 17,844 Amortization expense for the years ended December 31, 2022, 2021 and 2020, totaled $ 3.6 million , $ 2.0 million and $ 1.4 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, 2023 5,077 2024 4,432 2025 2,493 Total $ 12,002 |
Guarantees, Commitments and Con
Guarantees, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 $ 160.3 million and $ 257.6 million at December 31, 2022 and 2021, respectively. The carrying amount of the liability presented on the Consolidated Balance Sheets was $ 1.2 million at December 31, 2022 and 2021. The recognized probable loss contingency, in excess of vehicle condition guarantees recognized, presented in Accrued other liabilities was $ 1.4 million and $ 1.0 million at December 31, 2022 and 2021, 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, 2022 and 2021. 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 where it is probable 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 by Jerry Gradl Motors, Inc., et al. against ACV Auctions Inc., et al. in the U.S. District Court for the Western District of New York (the “Court”), 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 defendants had previously filed and dismissed the federal claims with leave for the plaintiff to amend their complaint. In the fourth quarter of 2022, the Company recorded a liability for litigation matters in anticipation of the settlement. As of January 31, 2023, the complaint has been settled and dismissed by the court. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2022 | |
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 the London Interbank Offered Rate, or LIBOR (or a benchmark replacement in accordance with the First Amendment) plus 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, 2022, $ 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 8.53 % as of December 31, 2022. 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 Federal Reserve Bank of New York rate, or NYFRB rate, plus 0.5%, and (c)(i) 1.00% plus (ii) the adjusted LIBOR rate for a one-month interest period. The facility carried an interest rate of 9.25 % as of December 31, 2022. As of December 31, 2022, there was an outstanding letter of credit issued under the 2021 Revolver in the amount of $ 1.6 million , decreasing the availability under the 2021 Revolver by a corresponding amount. The Company’s outstanding long-term debt consisted of the following at December 31, 2022 and 2021 (in thousands): December 31, December 31, Interest Rate Maturity Date 2022 2021 2019 Revolver LIBOR + 3.75% June 25, 2024 $ 500 $ 500 2021 Revolver ABR + 1.75% August 24, 2026 75,000 — Total long-term debt $ 75,500 $ 500 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, 2022 , the Company was in compliance with all of its covenants and collateral performance metrics |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases The Company leases office space under operating leases expiring at various dates through 2028. For the years ended December 31, 2022, 2021 and 2020, the Company incurred operating lease costs of $ 1.7 million , $ 1.0 million , and $ 0.8 million respectively. For operating leases, the weighted-average remaining term is 7.2 , 3.4 , and 2.6 years with a weighted-average discount rate of 5 % , 5 % , and 8 % for the years ended December 31, 2022, 2021, and 2020 respectively. Maturities of lease liabilities as of December 31, 2022 were as follows (in thousands): 2023 $ 1,350 2024 823 2025 561 2026 564 2027 499 Thereafter 1,602 Total lease payments 5,399 Less imputed interest ( 820 ) Total $ 4,579 The following amounts relate to operating leases were recorded on the Company's Consolidated Balance Sheets at December 31, 2022 and 2021 (in thousands): 2022 2021 Operating lease right of use assets: Other assets $ 4,408 $ 3,264 Operating lease liabilities: Accrued other liabilities $ 1,170 $ 1,306 Other long-term liabilities $ 3,408 $ 2,049 The Company recorded right of use assets in exchange for new lease liabilities of $ 2.7 million , $ 2.1 million , and $ 0.7 million during the years ended December 31, 2022, 2021, and 2020 , respectively. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock | 11. Convertible Preferred Stock and Stockholders' Equity Convertible Preferred Stock 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. 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 years ended December 31, 2022 and 2021. The Class B common stock converts to Class A common stock at any time at the option of the holder. During the years ended December 31, 2022, and 2021, 12,568,380 and 85,836,123 Class B common stock converted to an equal number of Class A common stock, respectively. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Auction marketplace revenue $ 175,721 $ 164,215 $ 99,205 Other marketplace revenue 152,959 121,020 59,943 Data services revenue 32,905 23,115 13,972 Marketplace and service revenue $ 361,585 $ 308,350 $ 173,120 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 13. Stock-Based 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. 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 ("RSUs"), 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 ratably vesting monthly over the remaining three-year period. RSUs generally vest and become exercisable over a three or four-year service period with either (a) 25 % vesting one year from the date of grant or service-inception date and ratable vesting quarterly over the remaining period, or (b) ratable vesting quarterly from the date of grant. There were 17,277,463 shares available for future grants under the 2021 Plan at December 31, 2022. Effective March 23, 2021, the Company adopted the ACV Auctions Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which became effective on the date of the underwriting agreement related to the IPO. The 2021 ESPP authorizes the issuance of shares of the Company's Class A common stock pursuant to purchase rights granted to employees ("employee stock purchase rights"). As of December 31, 2022, 4,073,657 shares of the Company's Class A common stock have been reserved for future issuance under the 2021 ESPP. The price at which Class A common stock is purchased under the 2021 ESPP is equal to 85 % of the fair market value of the Company's Class A common stock on the first or last day of the offering period, whichever is lower. The current offering period for the ESPP began on December 1, 2022 and will end on May 31, 2023. During the year ended December 31, 2022 , 287,162 shares were issued under the 2021 ESPP. As of December 31, 2022, unrecognized compensation expense related to the 2021 ESPP was $ 0.5 million and is expected to be recognized over the remaining term of the current offering period. The following table summarizes assumptions used in estimating the fair value of ESPP for purchase periods during the year ended December 31, 2022: Expected term (in years) 0.3 - 0.5 Expected volatility 54.40 - 79.85 % Risk-free interest rate 0.28 - 4.65 % Expected dividend yield 0.00 % Effective February 22, 2022, the Company entered into an escrow agreement (the "Escrow Agreement") for certain compensatory share-based service awards. The Escrow Agreement authorized 620,877 shares of common stock to be issued and held in escrow. Shares will be released and distributed equally on a six-month schedule to the employee award recipients with the final vesting date on February 22, 2025 . At December 31, 2022, there was approximately $ 5.7 million of compensation expense related to the unvested portion of escrow shares that will be recognized over 2.15 years. The following table summarizes the stock option activity for the year ended December 31, 2022 (in thousands, except for share data): Number of Weighted- Intrinsic Weighted- Outstanding, December 31, 2021 8,786,724 $ 2.72 $ 141,659 7.03 Granted - - Exercised ( 664,643 ) 1.82 Forfeited ( 244,067 ) 5.89 Expired ( 76,364 ) 4.42 Outstanding, December 31, 2022 7,801,650 $ 2.67 $ 43,185 5.97 Exercisable, December 31, 2022 6,489,417 $ 2.08 $ 39,804 5.62 Expected to Vest, December 31, 2022 1,312,233 $ 5.59 $ 3,380 7.70 Stock options exercised during the years ended December 31, 2021 and 2020 were 1,503,456 and 1,253,500 , respectively. The following table summarizes the RSU activity for the year ended December 31, 2022 (in thousands, except for share data): Number of RSUs Weighted- Outstanding, December 31, 2021 3,705,206 $ 20.76 Granted 4,138,076 10.49 Vested ( 1,328,593 ) 18.12 Forfeited ( 536,125 ) 17.20 Outstanding, December 31, 2022 5,978,564 $ 14.57 The weighted-average grant-date fair value of RSU's granted during the years ended December 31, 2021 and 2020 was $ 21.32 and $ 10.52 , respectively. The following are the weighted-average assumptions for options issued during the years ended December 31, 2022, 2021 and 2020: 2022* 2021 2020 Expected term (in years) - 6.05 5.91 Risk-free interest rate - 0.65 % 0.66 % Expected volatility - 52.29 % 53.84 % Expected dividend yield - 0.00 % 0.00 % * There were no stock options issued during 2022 The fair value of options vested and the intrinsic value from the exercise of options for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands): 2022 2021 2020 Fair value of options vested $ 17,722 $ 55,203 $ 40,746 Intrinsic value of options exercised $ 6,355 $ 26,381 $ 17,219 The weighted-average grant date fair value of options issued during 2021 and 2020 was $ 13.63 and $ 5.16 , respectively, based on the assumptions outlined above. Total stock-based compensation expense recognized for restricted stock units and common stock options has been reported in the Consolidated Statements of Operations as follows (in thousands): 2022 2021 2020 Marketplace and service cost of revenue $ 673 $ 329 $ 56 Operations and technology 9,342 3,486 864 Selling, general, and administrative 29,309 19,405 4,785 Stock-based compensation, net of amount capitalized 39,324 23,220 5,705 Capitalized stock-based compensation 2,013 472 - Stock-based compensation expense $ 41,337 $ 23,692 $ 5,705 The compensation expense related to the unvested portion of common stock options and restricted stock units was approximately $ 85.7 million at December 31, 2022. 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 1.6 and 2.5 , respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit and Share-Based Payment Arrangement, Noncash Expense [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, 2022, 2021 and 2020 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 , 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 material interest expense or penalties in its Consolidated Statements of Operations during the years ended December 31, 2022, 2021 and 2020. The Company believes it is no longer subject to examination by federal and state taxing authorities for years prior to December 31, 2019. On August 16, 2022, the U.S. Inflation Reduction Act of 2022 (the "IRA") was signed into U.S. law. The IRA includes various tax provisions, including a 1 % excise tax on certain stock repurchases made by publicly traded U.S. corporations and a 15 % corporate alternative minimum tax that applies to certain corporations with adjusted financial statement income in excess of $ 1.0 billion. The Company does not expect any material impacts from these provisions. The components of loss from continuing operations before income taxes for the years ended December 31, 2022, 2021 and 2020 are summarized below (in thousands): 2022 2021 2020 Pre tax book income (loss): Domestic $ ( 95,425 ) $ ( 80,232 ) $ ( 40,663 ) Foreign ( 6,681 ) 2,774 131 Total pre tax book income (loss) $ ( 102,106 ) $ ( 77,458 ) $ ( 40,532 ) The components of income tax expense for the years ended December 31, 2022, 2021 and 2020 are summarized below (in thousands): 2022 2021 2020 Current expense (benefit): Federal $ ( 36 ) $ 15 $ — Foreign 490 196 33 State 179 306 76 Total current expense (benefit) 633 517 109 Deferred expense (benefit): Federal 210 57 165 Foreign ( 1,078 ) — — State 322 150 215 Total deferred expense (benefit) ( 546 ) 207 380 Total income tax expense $ 87 $ 724 $ 489 The Company’s deferred tax assets (liabilities) consisted of the following at December 31, 2022 and 2021 (in thousands): 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 75,965 $ 59,807 Excess depreciation and amortization 573 — Deferred compensation 5,925 3,291 Lease liability 1,238 690 Accruals and reserves 4,147 4,641 Total gross deferred tax asset 87,848 68,429 Less valuation allowance ( 84,840 ) ( 64,561 ) Total net deferred tax asset 3,008 3,868 Deferred tax liabilities: Excess depreciation and amortization — ( 2,342 ) Right of use asset ( 1,194 ) ( 668 ) Indefinite lived intangible ( 3,497 ) ( 1,810 ) Net deferred tax liability $ ( 1,683 ) $ ( 952 ) 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 $ 84.8 million and $ 64.6 million at December 31, 2022 and 2021, 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 $ 20.3 million and $ 24.1 million in the total valuation allowance during 2022 and 2021, respectively. A reconciliation of income taxes at the federal statutory rate of 21 % to actual income taxes for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands): 2022 2021 2020 Income tax benefit at federal statutory rate $ ( 21,468 ) $ ( 16,265 ) $ ( 8,513 ) State income taxes, net of federal income tax benefit ( 2,625 ) ( 3,789 ) ( 1,584 ) Foreign rate differential ( 77 ) 39 7 Permanent differences 270 ( 212 ) 230 Stock based compensation 2,203 ( 5,119 ) ( 122 ) Executive compensation disallowance 1,155 1,908 — Increase in valuation allowance 20,279 24,141 10,471 Other 350 21 — Provision for income taxes $ 87 $ 724 $ 489 For the year ended December 31, 2022, the provision for income taxes includes a non-cash tax charge of approximately $ 0.6 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, 2022, the Company had US federal, state, and France net operating loss ("NOL") carryforwards for income tax purposes of approximately $ 299.8 million , $ 241.2 million and $ 3.8 million respectively. 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 2023 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, 2022 , any undistributed earnings of the Company's foreign subsidiaries are considered to be indefinitely reinvested and, accordingly, no deferred taxes have been provided thereon. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 16. Acquisitions 2022 Acquisition On February 22, 2022, the Company completed its acquisition of Monk SaS for total consideration of $ 18.6 million , net of cash acquired and expected working capital settlements. The total purchase price was paid in cash. In allocating the aggregate purchase price based on estimated fair values, the Company recorded $ 13.4 million of goodwill, $ 6.4 million of intangible assets and $ 1.0 million of net liabilities assumed, reflective of measurement period adjustments as of December 31, 2022. Goodwill acquired in connection with this acquisition will be deductible for tax purposes in the United States and will be amortized on a straight-line basis over 15 years. Monk SAS is an AI company delivering state of the art visual processing capabilities for the automotive, insurance and mobility markets. The acquisition of Monk enables the Company to enhance its service offerings and inspection capabilities for 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 has incurred approximately $ 0.5 million and $ 0.1 million of transaction costs recorded in the Selling, general and administrative line of the Consolidated Statements of Operations during the years ended December 31, 2022 and 2021, respectively. 2021 Acquisitions During the year ended December 31, 2021, the Company completed business combinations for total consideration of approximately $ 66.9 million , net of cash acquired. In aggregate, $ 10.7 million was attributed to intangible assets, $ 57.2 million to goodwill and $ 1.0 million to other net assets acquired. Of the $ 57.2 million of goodwill, $ 55.7 million is deductible for income tax purposes amortized on a straight-line basis over 15 years . 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 the acquisition dates, the fair value of contingent consideration was determined to be $ 2.0 million based on acquired company performance. As of December 31, 2022, the remaining consideration liability at fair value was determined to be $ 0.3 million and is recorded in other long-term liabilities line on the Consolidated Balance Sheet. The revenue target was not met for the year ended December 31, 2022, resulting in the company recording a $ 1.9 million gain in the Selling, general and administrative line of the Consolidated Statements of Operations. 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. In connection with the acquisitions, the Company incurred approximately $ 1.6 million of transaction costs recorded in the Selling, general and administrative line of the Consolidated Statements of Operations during the year ended December 31, 2021. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangibles | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangibles | 17. Goodwill and Acquired Intangibles Changes to the carrying amount of goodwill are as follows (in thousands): 2022 2021 Beginning balance $ 78,839 $ 21,820 Acquisitions 13,429 57,019 Foreign currency translation ( 713 ) - Measurement period adjustments 200 - Ending balance $ 91,755 $ 78,839 Acquired intangible assets, net consisted of the following (in thousands): December 31, 2022 December 31, 2021 Useful Lives Gross Accumulated Amortization Carrying Gross Accumulated Amortization Carrying Customer relationships 0.5 - 15 years $ 11,735 $ ( 2,216 ) $ 9,519 $ 9,850 $ ( 975 ) $ 8,875 Developed technology 1 - 7 years 12,396 ( 5,227 ) 7,169 8,200 ( 3,128 ) 5,072 Other acquired intangibles 0.5 - 5 years 7,150 ( 4,547 ) 2,603 7,150 ( 2,967 ) 4,183 Total $ 31,281 $ ( 11,990 ) $ 19,291 $ 25,200 $ ( 7,070 ) $ 18,130 At December 31, 2022, customer relationships, developed technology, and other acquired intangibles had weighted-average remaining useful lives of 8.8 years, 3.1 years, and 1.9 years, respectively . Amortization expense relating to acquired intangible assets was $ 4.9 million , $ 4.0 million , and $ 3.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Estimated amortization expense on acquired intangible assets for the next five years and thereafter is as follows (in thousands): Year ended December 31, 2023 $ 4,681 2024 4,624 2025 2,174 2026 1,931 2027 1,793 Thereafter 4,088 Total $ 19,291 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 36,679 $ — $ — $ 36,679 Marketable securities: Corporate securities — 182,052 — 182,052 U.S. treasury and agency securities 26,006 7,868 — 33,874 Total financial assets $ 62,685 $ 189,920 $ — $ 252,605 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 412,070 $ — $ — $ 412,070 Marketable securities: Corporate securities — 7,715 — 7,715 U.S. treasury and agency securities 6,067 — — 6,067 Total financial assets $ 418,137 $ 7,715 $ — $ 425,852 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, corporate bonds, and U.S. agency securities 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. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 18. Net Income (Loss) Per Share The numerators and denominators of the basic and diluted net income (loss) per share computations for our common stock are calculated as follows (in thousands, except share data): Year ended December 31, 2022 2021 2020 Class A Class B Class A Class B Numerator: Net income (loss) attributable to common $ ( 74,026 ) $ ( 28,167 ) $ ( 28,661 ) $ ( 49,262 ) $ ( 41,021 ) Denominator: Weighted-average number of shares of 113,722,515 43,271,739 46,100,073 79,232,727 21,596,379 Net income (loss) per share attributable to common Basic and diluted $ ( 0.65 ) $ ( 0.65 ) $ ( 0.62 ) $ ( 0.62 ) $ ( 1.90 ) The following table presents the total weighted-average number of potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the period presented: Year ended December 31, 2022 2021 2020 Convertible Preferred Stock Series Seed I, Seed II, — — 112,153,209 Unvested RSUs and other awards 744,341 407,779 174,288 Stock options 5,134,332 7,678,144 7,532,424 Shares subject to the employee stock purchase plan 161,606 — — |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business – ACV Auctions Inc. (“the Company” or "ACV") 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 the Company's 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 certain data services are also provided internationally. Services are supported by the Company’s operations which are in the United States, Canada and France. |
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 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 Status | Emerging Growth Company Status – We became a large accelerated filer as of December 31, 2022 because the market value of our Class A common stock held by non-affiliates exceeded $ 700 million as of June 30, 2022. We were previously an emerging growth company. As an emerging growth company, we could take advantage of certain exemptions from various reporting requirements applicable to public companies that are not emerging growth companies including, but not limited to, extended transition period to comply with new or revised financial accounting standards. We can no longer avail ourselves of these exemptions and are now required to comply with the standards and compliance dates for large accelerated filers. |
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, 2022 and December 31, 2021 . |
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 credit losses. 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. Upon management’s determination of uncollectibility, such accounts are written off against the allowance for doubtful receivables. For trade receivables and finance receivables, management considers factors such as age of the receivable, customer history, existing economic conditions, overall portfolio credit quality, and reasonable and supportable expectations about the future to estimate an allowance for doubtful receivables. Upon management’s determination of uncollectibility, such accounts are written off against the allowance for doubtful 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, once it is placed into service, 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 Other assets and Other long-term 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, 2022, 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 indicate 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, 2022, 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, 2022, 2021, and 2020 . |
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, Other Assets and Deferred Costs, 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 and other software related services. 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. The Company also 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. 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 $ 5.2 million , $ 5.0 million , and $ 2.3 million for the years ended December 31, 2022, 2021 and 2020 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 years ended December 31, 2022, 2021 and 2020, amortization of hosted software has been reported in the Consolidated Statements of Operations as follows (in thousands): 2022 2021 2020 Operations and technology $ 381 $ 416 $ 1,076 Selling, general, and administrative 59 67 68 |
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 or employee stock purchase right 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. With respect to employee stock purchase rights, the Company uses a term assumption consistent with the purchase period. 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’ or employee stock purchase rights' expected term. Expected Volatility — Expected volatility is estimated based upon the historical volatility of the daily closing prices of the Company's Class A common stock, which is traded publicly on the Nasdaq Global Select Market, over periods that correlate with the expected terms of the awards granted. 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. 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 units are determined based on the closing price of the Company’s Class A 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, 2022 , 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 currencies of the Company’s Canadian and French subsidiaries are 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 financial statement line item 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 units. Due to the Company’s loss from continuing operations, net of income taxes: (i) convertible preferred stock, (ii) unvested restricted stock and other awards, (iii) stock options, and (iv) shares subject to the employee stock purchase plan, 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, 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. |
Reclassification | Reclassification – The Company reclassified accrued interest on marketable securities from Other current assets to Marketable securities as of December 31, 2021 on the Consolidated Balance Sheets, to conform with the current period presentation. The reclassification is a change from one acceptable presentation to another acceptable presentation with no impact to reported current assets. |
Accounting Pronouncements | Accounting Pronouncements – 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 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. December 31, 2022 The adoption did not have a material impact 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, 2022 | |
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 years ended December 31, 2022, 2021 and 2020, amortization of hosted software has been reported in the Consolidated Statements of Operations as follows (in thousands): 2022 2021 2020 Operations and technology $ 381 $ 416 $ 1,076 Selling, general, and administrative 59 67 68 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments, Owned, at Fair Value, by Type, Alternative [Abstract] | |
Schedule of Available-for-Sale Marketable Securities | The following is a summary of available-for-sale marketable securities, as of December 31, 2022 and 2021 , respectively (in thousands): December 31, 2022 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 184,321 $ 75 $ ( 2,344 ) $ 182,052 U.S. treasury and agency securities 34,071 3 ( 200 ) 33,874 Total marketable securities $ 218,392 $ 78 $ ( 2,544 ) $ 215,926 (1) Comprised primarily of corporate bonds and commercial paper December 31, 2021 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 7,716 $ — $ ( 1 ) $ 7,715 U.S. treasury and agency securities 6,070 — ( 3 ) 6,067 Total marketable securities $ 13,786 $ — $ ( 4 ) $ 13,782 (1) Comprised primarily of corporate bonds and commercial paper |
Schedule of Fair Values of Available-for-Sale Marketable Securities | As of December 31, 2022, the fair values of available-for-sale marketable securities, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 111,566 Due in one to five years 104,360 Total $ 215,926 |
Accounts Receivables & Allowa_2
Accounts Receivables & Allowance for Doubtful Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [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, 2022, 2021 and 2020 were as follows (in thousands): Year ended December 31, 2022 2021 2020 Beginning balance $ 3,724 $ 2,093 $ 1,352 Provision for bad debt 6,834 3,769 5,075 Net write-offs Write-offs ( 12,176 ) ( 5,798 ) ( 6,966 ) Recoveries 6,478 3,660 2,632 Net write-offs ( 5,698 ) ( 2,138 ) ( 4,334 ) Ending balance $ 4,860 $ 3,724 $ 2,093 |
Summary of Changes in the Allowance for Doubtful Finance Receivables | Changes in the allowance for doubtful finance receivables for the year ended December 31, 2022, 2021 and 2020 were as follows (in thousands): Year ended December 31, 2022 2021 2020 Beginning balance $ 636 $ 40 $ 65 Provision for bad debt 4,214 1,210 107 Net write-offs Write-offs ( 2,805 ) ( 651 ) ( 132 ) Recoveries 230 37 — Net write-offs ( 2,575 ) ( 614 ) ( 132 ) Ending balance $ 2,275 $ 636 $ 40 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net Consisted | Property and equipment, net consisted of the following at December 31, 2022 and 2021 (in thousands): 2022 2021 Computer equipment and devices $ 6,577 $ 4,996 Inspection and trade show equipment 4,572 3,121 Furniture and fixtures 925 813 Leasehold improvements 622 622 12,696 9,552 Less accumulated depreciation ( 6,986 ) ( 4,636 ) Property and equipment, net $ 5,710 $ 4,916 |
Internal-Use Software Costs, _2
Internal-Use Software Costs, net (Table) | 12 Months Ended |
Dec. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Internal-use software costs, net consisted of the following for the year ended December 31, 2022 (in thousands): December 31, 2022 Weighted average remaining amortization period (in years) Gross Accumulated Net Capitalized Software - In-service 1.8 $ 18,932 $ ( 6,930 ) $ 12,002 Capitalized Software - Work in Progress N/A 24,990 — 24,990 Total Capitalized Software $ 43,922 $ ( 6,930 ) $ 36,992 Internal-use software costs, net consisted of the following for the year ended December 31, 2021 (in thousands): December 31, 2021 Weighted average remaining amortization period (in years) Gross Accumulated Carrying Capitalized Software - In-service 1.5 $ 7,448 $ ( 3,857 ) $ 3,591 Capitalized Software - Work in Progress N/A 14,253 — 14,253 Total Capitalized Software $ 21,701 $ ( 3,857 ) $ 17,844 |
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, 2023 5,077 2024 4,432 2025 2,493 Total $ 12,002 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Long-Term Debt | The Company’s outstanding long-term debt consisted of the following at December 31, 2022 and 2021 (in thousands): December 31, December 31, Interest Rate Maturity Date 2022 2021 2019 Revolver LIBOR + 3.75% June 25, 2024 $ 500 $ 500 2021 Revolver ABR + 1.75% August 24, 2026 75,000 — Total long-term debt $ 75,500 $ 500 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of December 31, 2022 were as follows (in thousands): 2023 $ 1,350 2024 823 2025 561 2026 564 2027 499 Thereafter 1,602 Total lease payments 5,399 Less imputed interest ( 820 ) Total $ 4,579 |
Schedule of Operating Lease Liabilities and Right-of-use Assets | The following amounts relate to operating leases were recorded on the Company's Consolidated Balance Sheets at December 31, 2022 and 2021 (in thousands): 2022 2021 Operating lease right of use assets: Other assets $ 4,408 $ 3,264 Operating lease liabilities: Accrued other liabilities $ 1,170 $ 1,306 Other long-term liabilities $ 3,408 $ 2,049 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Auction marketplace revenue $ 175,721 $ 164,215 $ 99,205 Other marketplace revenue 152,959 121,020 59,943 Data services revenue 32,905 23,115 13,972 Marketplace and service revenue $ 361,585 $ 308,350 $ 173,120 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Weighted Average Assumptions Used to Calculate Fair Value of ESPP | The following table summarizes assumptions used in estimating the fair value of ESPP for purchase periods during the year ended December 31, 2022: Expected term (in years) 0.3 - 0.5 Expected volatility 54.40 - 79.85 % Risk-free interest rate 0.28 - 4.65 % Expected dividend yield 0.00 % |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the year ended December 31, 2022 (in thousands, except for share data): Number of Weighted- Intrinsic Weighted- Outstanding, December 31, 2021 8,786,724 $ 2.72 $ 141,659 7.03 Granted - - Exercised ( 664,643 ) 1.82 Forfeited ( 244,067 ) 5.89 Expired ( 76,364 ) 4.42 Outstanding, December 31, 2022 7,801,650 $ 2.67 $ 43,185 5.97 Exercisable, December 31, 2022 6,489,417 $ 2.08 $ 39,804 5.62 Expected to Vest, December 31, 2022 1,312,233 $ 5.59 $ 3,380 7.70 |
Weighted Average Assumptions Used to Calculate Fair Value of Stock Option | The following are the weighted-average assumptions for options issued during the years ended December 31, 2022, 2021 and 2020: 2022* 2021 2020 Expected term (in years) - 6.05 5.91 Risk-free interest rate - 0.65 % 0.66 % Expected volatility - 52.29 % 53.84 % Expected dividend yield - 0.00 % 0.00 % * There were no stock options issued during 2022 |
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, 2022, 2021 and 2020 are as follows (in thousands): 2022 2021 2020 Fair value of options vested $ 17,722 $ 55,203 $ 40,746 Intrinsic value of options exercised $ 6,355 $ 26,381 $ 17,219 |
Summary of Share-based Compensation Expense | Total stock-based compensation expense recognized for restricted stock units and common stock options has been reported in the Consolidated Statements of Operations as follows (in thousands): 2022 2021 2020 Marketplace and service cost of revenue $ 673 $ 329 $ 56 Operations and technology 9,342 3,486 864 Selling, general, and administrative 29,309 19,405 4,785 Stock-based compensation, net of amount capitalized 39,324 23,220 5,705 Capitalized stock-based compensation 2,013 472 - Stock-based compensation expense $ 41,337 $ 23,692 $ 5,705 |
RSU | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Unit Activity | The following table summarizes the RSU activity for the year ended December 31, 2022 (in thousands, except for share data): Number of RSUs Weighted- Outstanding, December 31, 2021 3,705,206 $ 20.76 Granted 4,138,076 10.49 Vested ( 1,328,593 ) 18.12 Forfeited ( 536,125 ) 17.20 Outstanding, December 31, 2022 5,978,564 $ 14.57 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020 are summarized below (in thousands): 2022 2021 2020 Pre tax book income (loss): Domestic $ ( 95,425 ) $ ( 80,232 ) $ ( 40,663 ) Foreign ( 6,681 ) 2,774 131 Total pre tax book income (loss) $ ( 102,106 ) $ ( 77,458 ) $ ( 40,532 ) |
Schedule of Components of Income Tax Expense | The components of income tax expense for the years ended December 31, 2022, 2021 and 2020 are summarized below (in thousands): 2022 2021 2020 Current expense (benefit): Federal $ ( 36 ) $ 15 $ — Foreign 490 196 33 State 179 306 76 Total current expense (benefit) 633 517 109 Deferred expense (benefit): Federal 210 57 165 Foreign ( 1,078 ) — — State 322 150 215 Total deferred expense (benefit) ( 546 ) 207 380 Total income tax expense $ 87 $ 724 $ 489 |
Schedule of Deferred Tax Assets (Liabilities) | The Company’s deferred tax assets (liabilities) consisted of the following at December 31, 2022 and 2021 (in thousands): 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 75,965 $ 59,807 Excess depreciation and amortization 573 — Deferred compensation 5,925 3,291 Lease liability 1,238 690 Accruals and reserves 4,147 4,641 Total gross deferred tax asset 87,848 68,429 Less valuation allowance ( 84,840 ) ( 64,561 ) Total net deferred tax asset 3,008 3,868 Deferred tax liabilities: Excess depreciation and amortization — ( 2,342 ) Right of use asset ( 1,194 ) ( 668 ) Indefinite lived intangible ( 3,497 ) ( 1,810 ) Net deferred tax liability $ ( 1,683 ) $ ( 952 ) |
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, 2022, 2021 and 2020 is as follows (in thousands): 2022 2021 2020 Income tax benefit at federal statutory rate $ ( 21,468 ) $ ( 16,265 ) $ ( 8,513 ) State income taxes, net of federal income tax benefit ( 2,625 ) ( 3,789 ) ( 1,584 ) Foreign rate differential ( 77 ) 39 7 Permanent differences 270 ( 212 ) 230 Stock based compensation 2,203 ( 5,119 ) ( 122 ) Executive compensation disallowance 1,155 1,908 — Increase in valuation allowance 20,279 24,141 10,471 Other 350 21 — Provision for income taxes $ 87 $ 724 $ 489 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Changes to the carrying amount of goodwill are as follows (in thousands): 2022 2021 Beginning balance $ 78,839 $ 21,820 Acquisitions 13,429 57,019 Foreign currency translation ( 713 ) - Measurement period adjustments 200 - Ending balance $ 91,755 $ 78,839 |
Summary of Acquired Intangible Assets | Acquired intangible assets, net consisted of the following (in thousands): December 31, 2022 December 31, 2021 Useful Lives Gross Accumulated Amortization Carrying Gross Accumulated Amortization Carrying Customer relationships 0.5 - 15 years $ 11,735 $ ( 2,216 ) $ 9,519 $ 9,850 $ ( 975 ) $ 8,875 Developed technology 1 - 7 years 12,396 ( 5,227 ) 7,169 8,200 ( 3,128 ) 5,072 Other acquired intangibles 0.5 - 5 years 7,150 ( 4,547 ) 2,603 7,150 ( 2,967 ) 4,183 Total $ 31,281 $ ( 11,990 ) $ 19,291 $ 25,200 $ ( 7,070 ) $ 18,130 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense on acquired intangible assets for the next five years and thereafter is as follows (in thousands): Year ended December 31, 2023 $ 4,681 2024 4,624 2025 2,174 2026 1,931 2027 1,793 Thereafter 4,088 Total $ 19,291 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 36,679 $ — $ — $ 36,679 Marketable securities: Corporate securities — 182,052 — 182,052 U.S. treasury and agency securities 26,006 7,868 — 33,874 Total financial assets $ 62,685 $ 189,920 $ — $ 252,605 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 412,070 $ — $ — $ 412,070 Marketable securities: Corporate securities — 7,715 — 7,715 U.S. treasury and agency securities 6,067 — — 6,067 Total financial assets $ 418,137 $ 7,715 $ — $ 425,852 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic And Diluted Net Loss Per Share | The numerators and denominators of the basic and diluted net income (loss) per share computations for our common stock are calculated as follows (in thousands, except share data): Year ended December 31, 2022 2021 2020 Class A Class B Class A Class B Numerator: Net income (loss) attributable to common $ ( 74,026 ) $ ( 28,167 ) $ ( 28,661 ) $ ( 49,262 ) $ ( 41,021 ) Denominator: Weighted-average number of shares of 113,722,515 43,271,739 46,100,073 79,232,727 21,596,379 Net income (loss) per share attributable to common Basic and diluted $ ( 0.65 ) $ ( 0.65 ) $ ( 0.62 ) $ ( 0.62 ) $ ( 1.90 ) |
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 income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the period presented: Year ended December 31, 2022 2021 2020 Convertible Preferred Stock Series Seed I, Seed II, — — 112,153,209 Unvested RSUs and other awards 744,341 407,779 174,288 Stock options 5,134,332 7,678,144 7,532,424 Shares subject to the employee stock purchase plan 161,606 — — |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Jun. 30, 2022 USD ($) | Mar. 26, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) IndustrySegment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
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 | $ 0 | $ 385,736,000 | $ 0 | ||
Deferred offering costs, net | $ 3,900,000 | ||||
Short term operating lease expenses | 0 | 0 | 0 | ||
Goodwill, Impairment Loss | 0 | 0 | 0 | ||
Goodwill impairment | 0 | 0 | 0 | ||
Impairment loss | 0 | 0 | 0 | ||
Advertising and marketing expenses | 5,200,000 | 5,000,000 | $ 2,300,000 | ||
Uncertain tax position | 0 | ||||
Restricted cash | $ 700,000 | $ 700,000 | |||
Capitalized Software - In-service [Member] | |||||
Weighted average remaining amortization period (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 | ||||
Market value of common stock held by non-affiliates exceeded | $ 700,000,000 | ||||
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 | ||||
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, 2022 | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization of intangible assets | $ 3,600 | $ 2,000 | $ 1,400 |
Operations and Technology [Member] | |||
Amortization of intangible assets | 381 | 416 | 1,076 |
Selling General And Administrative Expenses [Member] | |||
Amortization of intangible assets | $ 59 | $ 67 | $ 68 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | ||
Percentage of revenue | 10% | 10% |
Percentage of account receivable | 10% | 10% |
Financial Instruments - Schedul
Financial Instruments - Schedule of Available-for-Sale Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 218,392 | $ 13,786 |
Unrealized Gain | 78 | 0 |
Unrealized Losses | (2,544) | (4) |
Fair Value | 215,926 | 13,782 |
Corporate Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 184,321 | 7,716 |
Unrealized Gain | 75 | 0 |
Unrealized Losses | (2,344) | (1) |
Fair Value | 182,052 | 7,715 |
U.S Treasury and Agency Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 34,071 | 6,070 |
Unrealized Gain | 3 | 0 |
Unrealized Losses | (200) | (3) |
Fair Value | $ 33,874 | $ 6,067 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Fair Values of Available-for-Sale Marketable Securities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Financial Instruments, Owned, at Fair Value, by Type, Alternative [Abstract] | |
Due within one year | $ 111,566 |
Due in one to five years | 104,360 |
Total | $ 215,926 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets Measured at Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash equivalents: | ||
Total financial assets | $ 252,605 | $ 425,852 |
Corporate bonds | ||
Cash equivalents: | ||
Total financial assets | 182,052 | 7,715 |
Level 1 [Member] | ||
Cash equivalents: | ||
Total financial assets | 62,685 | 418,137 |
Level 1 [Member] | Corporate bonds | ||
Cash equivalents: | ||
Total financial assets | 0 | 0 |
Level 2 [Member] | ||
Cash equivalents: | ||
Total financial assets | 189,920 | 7,715 |
Level 2 [Member] | Corporate bonds | ||
Cash equivalents: | ||
Total financial assets | 182,052 | 7,715 |
Level 3 [Member] | ||
Cash equivalents: | ||
Total financial assets | 0 | 0 |
Level 3 [Member] | Corporate bonds | ||
Cash equivalents: | ||
Total financial assets | 0 | 0 |
Money Market Funds [Member] | Cash and Cash Equivalents [Member] | ||
Cash equivalents: | ||
Total financial assets | 36,679 | 412,070 |
Money Market Funds [Member] | Level 1 [Member] | Cash and Cash Equivalents [Member] | ||
Cash equivalents: | ||
Total financial assets | 36,679 | 412,070 |
Money Market Funds [Member] | Level 2 [Member] | Cash and Cash Equivalents [Member] | ||
Cash equivalents: | ||
Total financial assets | 0 | 0 |
Money Market Funds [Member] | Level 3 [Member] | Cash and Cash Equivalents [Member] | ||
Cash equivalents: | ||
Total financial assets | 0 | 0 |
U.S Treasury and Agency Securities | ||
Cash equivalents: | ||
Total financial assets | 33,874 | 6,067 |
U.S Treasury and Agency Securities | Level 1 [Member] | ||
Cash equivalents: | ||
Total financial assets | 26,006 | 6,067 |
U.S Treasury and Agency Securities | Level 2 [Member] | ||
Cash equivalents: | ||
Total financial assets | 7,868 | 0 |
U.S Treasury and Agency Securities | Level 3 [Member] | ||
Cash equivalents: | ||
Total financial assets | $ 0 | $ 0 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||
Beginning balance | $ 3,724 | $ 2,093 | $ 1,352 |
Provision for bad debt | 6,834 | 3,769 | 5,075 |
Net write-offs | |||
Write-offs | (12,176) | (5,798) | (6,966) |
Recoveries | 6,478 | 3,660 | 2,632 |
Net write-offs | (5,698) | (2,138) | (4,334) |
Ending balance | $ 4,860 | $ 3,724 | $ 2,093 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||
Beginning balance | $ 636 | $ 40 | $ 65 |
Provision for bad debt | 4,214 | 1,210 | 107 |
Net write-offs | |||
Write-offs | (2,805) | (651) | (132) |
Recoveries | 230 | 37 | 0 |
Net write-offs | (2,575) | (614) | (132) |
Ending balance | $ 2,275 | $ 636 | $ 40 |
Accounts Receivables & Allowa_5
Accounts Receivables & Allowance for Doubtful Receivables - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||
Financing receivable on nonaccrual status | $ 0 | $ 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, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,696 | $ 9,552 |
Less accumulated depreciation | (6,986) | (4,636) |
Property and equipment, net | 5,710 | 4,916 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,577 | 4,996 |
Inspection and Trade Show Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,572 | 3,121 |
Furniture And Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 925 | 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2.5 | $ 2.3 | $ 1.7 |
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, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 43,922 | $ 21,701 |
Accumulated Amortization | (11,990) | (7,070) |
Net Carrying Amount | 36,992 | 17,844 |
Software Development [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (6,930) | $ (3,857) |
Capitalized Software - In-service [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (in years) | 1 year 9 months 18 days | 1 year 6 months |
Gross carrying amount | $ 18,932 | $ 7,448 |
Accumulated Amortization | (6,930) | (3,857) |
Net Carrying Amount | 12,002 | 3,591 |
Capitalized Software - Work in Progress [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 24,990 | 14,253 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | $ 24,990 | $ 14,253 |
Internal-Use Software Costs, _4
Internal-Use Software Costs, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Amortization of intangible assets | $ 3.6 | $ 2 | $ 1.4 |
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, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Total | $ 19,291 | $ 18,130 |
Capitalized Software - In-service [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
2023 | 5,077 | |
2024 | 4,432 | |
2025 | 2,493 | |
Total | $ 12,002 |
Guarantees, Commitments and C_2
Guarantees, Commitments and Contingencies Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||
Guarantee term | 10 days | |
Sale price of vehicles with outstanding guarantee | $ 160.3 | $ 257.6 |
Carrying amount of the liability | 1.2 | 1.2 |
Accrued Other Liabilities [Member] | ||
Commitments And Contingencies [Line Items] | ||
Recognized probable loss contingency | $ 1.4 | $ 1 |
Borrowings -Schedule of Outstan
Borrowings -Schedule of Outstanding Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 75,500 | $ 500 | |
Two Thousand And Nineteen Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Expiration Date | Jun. 25, 2024 | ||
Total long-term debt | $ 500 | 500 | |
Two Thousand And Nineteen Revolver [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate description | LIBOR + 3.75% | ||
Two Thousand And Twenty One Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Expiration Date | Aug. 24, 2026 | Aug. 24, 2026 | |
Total long-term debt | $ 75,000 | $ 0 | |
Two Thousand And Twenty One 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 | ||
Two Thousand And Twenty One Revolver [Member] | Alternative Base Rate Highest [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate description | (a) the Wall Street Journal prime rate, (b) the Federal Reserve Bank of New York rate, or NYFRB rate, plus 0.5%, and (c)(i) 1.00% plus (ii) the adjusted LIBOR rate for a one-month interest period. The facility carried an interest rate of 9.25% as of December 31, 2022. | ABR + 1.75% |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 24, 2021 | Jun. 25, 2021 | Dec. 31, 2022 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 9.25% | ||
2019 Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Expiration Date | Jun. 25, 2024 | ||
Unused borrowing capacity | $ 49.5 | ||
Revolving feature end date | Jun. 25, 2023 | ||
Interest rate | 8.53% | ||
2019 Revolver [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate description | 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 | Aug. 24, 2026 | |
Commitment fee percentage | 0.25% | ||
Outstanding letter of credit issued | $ 1.6 | ||
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 Federal Reserve Bank of New York rate, or NYFRB rate, plus 0.5%, and (c)(i) 1.00% plus (ii) the adjusted LIBOR rate for a one-month interest period. The facility carried an interest rate of 9.25% as of December 31, 2022. | ABR + 1.75% | |
Letter Of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Maximum principal amount | $ 20 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease costs | $ 1.7 | $ 1 | $ 0.8 |
Weighted-average remaining lease term | 7 years 2 months 12 days | 3 years 4 months 24 days | 2 years 7 months 6 days |
Weighted-average discount rate | 5% | 5% | 8% |
Right of use assets in exchange for new lease liabilities | $ 2.7 | $ 2.1 | $ 0.7 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 1,350 |
2024 | 823 |
2025 | 561 |
2026 | 564 |
2027 | 499 |
Thereafter | 1,602 |
Total lease payments | 5,399 |
Less imputed interest | (820) |
Operating Lease, Liability, Total | $ 4,579 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liabilities and Right-of-use Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 4,408 | $ 3,264 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Other Liabilities Current | Accrued Other Liabilities Current |
Accrued Other Liabilities | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities | $ 1,170 | $ 1,306 |
Other Long-term Liabilities | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities | $ 3,408 | $ 2,049 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Mar. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 Series Seed I, Seed II, A, B, C, D, E and E1 | |||
Preferred Stock Conversion Basis | one-for-one | ||
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 | 12,568,380 | 85,836,123 | |
Common Class A | |||
Common stock, shares authorized | 2,000,000,000 |
Revenue - Summary of primary co
Revenue - Summary of primary component of Revenue, Level of Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Auction Marketplace Revenue [Member] | |||
Revenue | $ 175,721 | $ 164,215 | $ 99,205 |
Other Marketplace Revenue [Member] | |||
Revenue | 152,959 | 121,020 | 59,943 |
Data Services Revenue [ Member] | |||
Revenue | 32,905 | 23,115 | 13,972 |
Marketplace And Service Revenue [Member] | |||
Revenue | $ 361,585 | $ 308,350 | $ 173,120 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 22, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Item] | ||||
Weighted-average grant date fair value of options issued | $ 13.63 | $ 5.16 | ||
Vesting percentage | 25% | |||
Vesting period | 4 years | |||
Exercise of common stock options, Shares | 664,643 | 1,503,456 | 1,253,500 | |
2021 ESPP [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Item] | ||||
Unrecognized compensation expense | $ 0.5 | |||
Shares issued under employee stock purchase plan | 287,162 | |||
Escrow Agreement [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Item] | ||||
Unrecognized compensation expense | $ 5.7 | |||
Weighted average period of recognized term | 2 years 1 month 24 days | |||
Common stock, capital shares reserved for future issuance | 620,877 | |||
Stock vesting date | Feb. 22, 2025 | |||
Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Item] | ||||
Weighted average period of recognized term | 1 year 7 months 6 days | |||
Common stock, capital shares reserved for future issuance | 17,277,463 | |||
Exercise of common stock options, Shares | 375,971 | 1,253,500 | ||
Common Stock [Member] | 2021 ESPP [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Item] | ||||
Common stock, capital shares reserved for future issuance | 4,073,657 | |||
Fair market value | 85% | |||
Restricted Stock Units And Common Stock Option [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Item] | ||||
Grant date fair value of shares vested from restricted stock awards | $ 85.7 | |||
RSU | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Item] | ||||
Weighted average period of recognized term | 2 years 6 months | |||
Weighted-Average Grant-Date Fair Value, Granted | $ 10.49 | $ 21.32 | $ 10.52 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Used in Estimating Fair Value of ESPP (Details) - 2021 Employee Stock Purchase Plan [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected dividend yield | 0% |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (in years) | 3 months 18 days |
Expected volatility | 54.40% |
Risk-free interest rate | 0.28% |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Expected volatility | 79.85% |
Risk-free interest rate | 4.65% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |||
Number of options, outstanding, December 31, 2021 | 8,786,724 | ||
Number of options, granted | 0 | ||
Number of options, exercised | (664,643) | (1,503,456) | (1,253,500) |
Number of options, forfeited | (244,067) | ||
Number of options, expired | (76,364) | ||
Number of options, outstanding, December 31, 2022 | 7,801,650 | 8,786,724 | |
Number of options, exercisable, December 31, 2022 | 6,489,417 | ||
Number of options, expected to vest, December 31, 2022 | 1,312,233 | ||
Weighted-average exercise price per share, outstanding, December 31, 2021 | $ 2.72 | ||
Weighted-average exercise price per share, granted | 0 | ||
Weighted-average exercise price per share, exercised | 1.82 | ||
Weighted-average exercise price per share, forfeited | 5.89 | ||
Weighted-average exercise price per share, expired | 4.42 | ||
Weighted-average exercise price per share, outstanding, December 31, 2022 | 2.67 | $ 2.72 | |
Weighted-average exercise price per share, exercisable, December 31, 2022 | 2.08 | ||
Weighted-average exercise price per share, expected to vest, December 31, 2022 | $ 5.59 | ||
Intrinsic value, outstanding, December 31, 2021 | $ 141,659 | ||
Intrinsic value, outstanding, December 31, 2022 | 43,185 | $ 141,659 | |
Intrinsic value, exercisable, December 31, 2022 | 39,804 | ||
Intrinsic value, expected to vest, December 31, 2022 | $ 3,380 | ||
Weighted Average Remaining Contractual Term, Outstanding | 5 years 11 months 19 days | 7 years 10 days | |
Weighted Average Remaining Contractual Term, Exercisable | 5 years 7 months 13 days | ||
Weighted Average Remaining Contractual Term, Expected to Vest | 7 years 8 months 12 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSU - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of RSUs Outstanding, December 31, 2021 | 3,705,206 | ||
Number of RSUs, Granted | 4,138,076 | ||
Number of RSUs, Vested | (1,328,593) | ||
Number of RSUs, Forfeited | (536,125) | ||
Number of RSUs Outstanding, December 31, 2022 | 5,978,564 | 3,705,206 | |
Weighted-Average Grant-Date Fair Value Outstanding, December 31, 2021 | $ 20.76 | ||
Weighted-Average Grant-Date Fair Value, Granted | 10.49 | $ 21.32 | $ 10.52 |
Weighted-Average Grant-Date Fair Value, Vested | 18.12 | ||
Weighted-Average Grant-Date Fair Value, Forfeited | 17.20 | ||
Weighted-Average Grant-Date Fair Value Outstanding, December 31, 2022 | $ 14.57 | $ 20.76 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions Used to Calculate Fair Value of Stock Option (Details) - RSU | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 18 days | 5 years 10 months 28 days | |
Risk-free interest rate | 0% | 0.65% | 0.66% |
Expected volatility | 0% | 52.29% | 53.84% |
Expected dividend yield | 0% | 0% | 0% |
Stock-Based Compensation - Sche
Stock-Based 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |||
Fair value of options vested | $ 17,722 | $ 55,203 | $ 40,746 |
Intrinsic value of options exercised | $ 6,355 | $ 26,381 | $ 17,219 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation, net of amount capitalized | $ 39,324 | $ 23,220 | $ 5,705 |
Capitalized stock-based compensation | 2,013 | 472 | 0 |
Stock-based compensation expense | 41,337 | 23,692 | 5,705 |
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 | 673 | 329 | 56 |
Operations and Technology [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation, net of amount capitalized | 9,342 | 3,486 | 864 |
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 | $ 29,309 | $ 19,405 | $ 4,785 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit and Share-Based Payment Arrangement, Noncash Expense [Abstract] | |||
Discretionary Contributions | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 16, 2022 | |
Valuation Allowance [Line Items] | ||||
Income tax interest expense or penalties | $ 0 | $ 0 | $ 0 | |
Valuation allowance | (84,840) | (64,561) | ||
Increase in valuation allowance | 20,279 | 24,141 | 10,471 | |
Non-cash tax charge | 600 | |||
Net operating loss carryforwards, federal | 299,800 | |||
Net operating loss carryforwards, state | 241,200 | 3,800 | ||
Uncertain tax positions | $ 0 | $ 0 | $ 0 | |
Excise tax | 1% | |||
Corporate adjusted tax | $ 1,000,000 | |||
Federal Statutory Income Tax Rate, Percent | 21% | 21% | 21% | |
Net operating loss carry forwards, expire period | 2035 | |||
Provision for taxes | $ 0 | |||
Minimum [Member] | ||||
Valuation Allowance [Line Items] | ||||
Corporate tax | 15% | |||
Deferred tax assets excluding certain deferred tax liabilities related to indefinite lived intangibles [Member] | ||||
Valuation Allowance [Line Items] | ||||
Valuation allowance | (84,800) | $ (64,600) | ||
Increase in valuation allowance | $ 20,300 | $ 24,100 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pre tax book income (loss) | |||
Domestic | $ (95,425) | $ (80,232) | $ (40,663) |
Foreign | 6,681 | 2,774 | 131 |
Loss before income taxes | $ (102,106) | $ (77,458) | $ (40,532) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense (benefit): | |||
Federal | $ (36) | $ 15 | $ 0 |
Foreign | 490 | 196 | 33 |
State | 179 | 306 | 76 |
Total current expense (benefit) | 633 | 517 | 109 |
Deferred expense (benefit): | |||
Federal | 210 | 57 | 165 |
Foreign | (1,078) | 0 | 0 |
State | 322 | 150 | 215 |
Total deferred expense (benefit) | (546) | 207 | 380 |
Total income tax expense | $ 87 | $ 724 | $ 489 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 75,965 | $ 59,807 |
Excess depreciation and amortization | 573 | |
Deferred compensation | 5,925 | 3,291 |
Lease liability | 1,238 | 690 |
Accruals and reserves | 4,147 | 4,641 |
Total gross deferred tax asset | 87,848 | 68,429 |
Less valuation allowance | (84,840) | (64,561) |
Total net deferred tax asset | 3,008 | 3,868 |
Deferred tax liabilities: | ||
Excess depreciation and amortization | 0 | 2,342 |
Right of use asset | (1,194) | 668 |
Indefinite lived intangible | (3,497) | 1,810 |
Net deferred tax asset | $ (1,683) | $ (952) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at federal statutory rate | $ (21,468) | $ (16,265) | $ (8,513) |
State income taxes, net of federal income tax benefit | (2,625) | (3,789) | (1,584) |
Foreign Rate Differential | (77) | 39 | 7 |
Permanent differences | 270 | (212) | 230 |
Stock Based Compensations | 2,203 | (5,119) | (122) |
Executive compensation disallowance | 1,155 | 1,908 | 0 |
Increase in valuation allowance | 20,279 | 24,141 | 10,471 |
Other | 350 | 21 | 0 |
Total income tax expense | $ 87 | $ 724 | $ 489 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Contingent consideration liability | $ 2,000 | |||
Other long-term liabilities | $ 5,481 | 3,001 | ||
Selling, general, and administrative | 143,637 | 121,167 | $ 64,882 | |
Goodwill | 91,755 | 78,839 | 21,820 | |
Stock-based compensation expense, net of amounts capitalized | 39,324 | 23,220 | $ 5,705 | |
2021 Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | 66,900 | |||
Other long-term liabilities | 300 | |||
Selling, general, and administrative | 1,900 | |||
Business acquisition intangible assets | 10,700 | |||
Goodwill | 57,200 | |||
Other net assets | 1,000 | |||
Deductible Amount, Goodwill | $ 55,700 | |||
Finite-Lived Intangible Assets, Amortization Method | straight-line basis | |||
Weighted average remaining amortization period (in years) | 15 years | |||
Business Acquisition, Transaction Costs | $ 1,600 | |||
2022 Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 18,600 | |||
Selling, general, and administrative | $ 500 | $ 100 | ||
Business Combination, Acquisition Related Costs | 6,400 | |||
Net liabilities assumed | (1,000) | |||
Goodwill | $ 13,400 | |||
Finite-Lived Intangible Assets, Amortization Method | straight-line basis | |||
Weighted average remaining amortization period (in years) | 15 years |
Acquisitions - Schedule of Aggr
Acquisitions - Schedule of Aggregate Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets Acquired | |||
Goodwill | $ 91,755 | $ 78,839 | $ 21,820 |
Operating lease right-of-use assets | $ 4,408 | $ 3,264 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangibles - Summary of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 78,839 | $ 21,820 |
Acquisitions | 13,429 | 57,019 |
Foreign currency translation | (713) | 0 |
Measurement period adjustments | 200 | 0 |
Ending balance | $ 91,755 | $ 78,839 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangibles - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 31,281 | $ 25,200 |
Accumulated Amortization | (11,990) | (7,070) |
Carrying value | 19,291 | 18,130 |
Other acquired intangibles [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,150 | 7,150 |
Accumulated Amortization | 4,547 | 2,967 |
Carrying value | $ 2,603 | 4,183 |
Other acquired intangibles [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (in years) | 6 months | |
Other acquired intangibles [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (in years) | 5 years | |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,735 | 9,850 |
Accumulated Amortization | (2,216) | (975) |
Carrying value | $ 9,519 | 8,875 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (in years) | 6 months | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (in years) | 15 years | |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,396 | 8,200 |
Accumulated Amortization | (5,227) | (3,128) |
Carrying value | $ 7,169 | $ 5,072 |
Developed Technology [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (in years) | 1 year | |
Developed Technology [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (in years) | 7 years |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangibles - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense relating to purchased intangible assets | $ 4.9 | $ 4 | $ 3 |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives | 8 years 9 months 18 days | ||
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives | 3 years 1 month 6 days | ||
Other acquired intangibles [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives | 1 year 10 months 24 days |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangibles - Schedule of Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 4,681 | |
2024 | 4,624 | |
2025 | 2,174 | |
2026 | 1,931 | |
2027 | 1,793 | |
Thereafter | 4,088 | |
Total | $ 19,291 | $ 18,130 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income (loss) attributable to common stockholders | $ (41,021) | ||
Weighted-average number of shares of common stock - basic | 21,596,379 | ||
Weighted-average number of shares of common stock - diluted | 156,994,254 | 125,332,800 | 21,596,379 |
Earnings Per Share, Basic | $ (0.65) | $ (0.62) | $ (1.90) |
Earnings Per Share, Diluted | $ (0.65) | $ (0.62) | $ (1.90) |
Common Class A [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income (loss) attributable to common stockholders | $ (74,026) | $ (28,661) | |
Weighted-average number of shares of common stock - basic | 113,722,515 | 46,100,073 | |
Weighted-average number of shares of common stock - diluted | 113,722,515 | 46,100,073 | |
Earnings Per Share, Basic | $ (0.65) | $ (0.62) | |
Earnings Per Share, Diluted | $ (0.65) | $ (0.62) | |
Common Class B [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income (loss) attributable to common stockholders | $ (28,167) | $ (49,262) | |
Weighted-average number of shares of common stock - basic | 43,271,739 | 79,232,727 | |
Weighted-average number of shares of common stock - diluted | 43,271,739 | 79,232,727 | |
Earnings Per Share, Basic | $ (0.65) | $ (0.62) | |
Earnings Per Share, Diluted | $ (0.65) | $ (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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Preferred Stock Series Seed I, Seed II, A, B, C, D, E and E1 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of Net loss per share | 112,153,209 | ||
Unvested RSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of Net loss per share | 744,341 | 407,779 | 174,288 |
Stock options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of Net loss per share | 5,134,332 | 7,678,144 | 7,532,424 |
Shares subject to the employee stock purchase plan | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of Net loss per share | 161,606 |