Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Document Information [Line Items] | ||
Entity Registrant Name | ACV Auctions Inc. | |
Entity Central Index Key | 0001637873 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ACVA | |
Amendment Flag | false | |
Title of 12(b) Security | Class A common stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-40256 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2415221 | |
Entity Address, Address Line One | 640 Ellicott Street, #321 | |
Entity Address, City or Town | Buffalo | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14203 | |
City Area Code | 800 | |
Local Phone Number | 553-4070 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 135,092,930 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,664,828 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 124,217 | $ 115,072 | $ 243,843 | $ 218,137 |
Operating expenses: | ||||
Operations and technology | 35,303 | 36,720 | 71,048 | 69,549 |
Selling, general, and administrative | 41,180 | 36,144 | 82,892 | 72,196 |
Depreciation and amortization | 3,821 | 2,479 | 7,106 | 4,864 |
Total operating expenses | 144,007 | 139,811 | 284,467 | 271,965 |
Loss from operations | (19,790) | (24,739) | (40,624) | (53,828) |
Other income (expense): | ||||
Interest income | 4,720 | 638 | 8,016 | 682 |
Interest expense | (451) | (238) | (766) | (448) |
Total other income (expense) | 4,269 | 400 | 7,250 | 234 |
Loss before income taxes | (15,521) | (24,339) | (33,374) | (53,594) |
Provision for income taxes | 61 | 176 | 408 | 416 |
Net loss | $ (15,582) | $ (24,515) | $ (33,782) | $ (54,010) |
Weighted-average number of shares of common stock - Basic | 159,463,851 | 156,703,734 | 159,090,377 | 156,484,903 |
Weighted-average number of shares of common stock - diluted | 159,463,851 | 156,703,734 | 159,090,377 | 156,484,903 |
Net loss per share - basic | $ (0.1) | $ (0.16) | $ (0.21) | $ (0.35) |
Net loss per share - diluted | $ (0.1) | $ (0.16) | $ (0.21) | $ (0.35) |
Marketplace And Service Cost [Member] | ||||
Operating expenses: | ||||
Cost of revenue | $ 50,229 | $ 49,893 | $ 97,804 | $ 97,145 |
Customer Assurance Cost [Member] | ||||
Operating expenses: | ||||
Cost of revenue | 13,474 | 14,575 | 25,617 | 28,211 |
Marketplace And Service Revenue [Member] | ||||
Total revenue | 109,360 | 97,752 | 214,223 | 186,099 |
Customer Assurance Revenue [Member] | ||||
Total revenue | $ 14,857 | $ 17,320 | $ 29,620 | $ 32,038 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (15,582) | $ (24,515) | $ (33,782) | $ (54,010) |
Other comprehensive income (loss): | ||||
Net unrealized gains (losses) on available-for-sale securities | (972) | (1,037) | 28 | (1,110) |
Foreign currency translation (loss) gain | 19 | (1,540) | 263 | (1,509) |
Comprehensive loss | $ (16,535) | $ (27,092) | $ (33,491) | $ (56,629) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets : | ||
Cash and cash equivalents | $ 271,947 | $ 280,752 |
Marketable Securities | 228,381 | 215,926 |
Trade receivables (net of allowance of $3,629 and $4,860) | 144,036 | 168,732 |
Finance receivables (net of allowance of $3,048 and $2,275) | 97,784 | 78,047 |
Other current assets | 9,509 | 11,317 |
Total current assets | 751,657 | 754,774 |
Property and equipment (net of accumulated depreciation of $5,538 and $6,986) | 5,518 | 5,710 |
Goodwill | 96,847 | 91,755 |
Acquired intangible assets (net of amortization of $14,486 and $11,990) | 22,846 | 19,291 |
Capitalized software (net of amortization of $9,967 and $6,930) | 48,465 | 36,992 |
Other assets | 11,084 | 6,400 |
Total assets | 936,417 | 914,922 |
Current Liabilities : | ||
Accounts payable | 319,766 | 323,661 |
Accrued payroll | 11,356 | 10,052 |
Accrued other liabilities | 13,393 | 14,504 |
Total current liabilities | 344,515 | 348,217 |
Long-term debt | 105,000 | 75,500 |
Other long-term liabilities | 10,733 | 5,481 |
Total liabilities | 460,248 | 429,198 |
Commitments and Contingencies (Note 5) | ||
Convertible Preferred Stock : | ||
Preferred Stock; $0.001 par value; 20,000,000 shares authorized; 0 and 0 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Stockholders' Equity : | ||
Additional paid-in capital | 860,628 | 836,695 |
Accumulated deficit | (381,136) | (347,354) |
Accumulated other comprehensive loss | (3,484) | (3,775) |
Total stockholders' equity | 476,169 | 485,724 |
Total liabilities and stockholders' equity | 936,417 | 914,922 |
Common Class A [Member] | ||
Stockholders' Equity : | ||
Common stock | 135 | 121 |
Common Class B [Member] | ||
Stockholders' Equity : | ||
Common stock | $ 26 | $ 37 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts Receivable, Allowance | $ 3,629 | $ 4,860 |
Financing Receivable, Allowance | 3,048 | 2,275 |
Accumulated Depreciation Property And Equipment | 5,538 | 6,986 |
Amortization of Intangible Assets | $ 14,486 | $ 11,990 |
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 |
Software Development [Member] | ||
Amortization of Intangible Assets | $ 9,967 | $ 6,930 |
Common Class A [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 | 134,717,291 | 121,214,275 |
Common stock, shares outstanding | 134,717,291 | 121,214,275 |
Common Class B [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 25,610,643 | 37,241,952 |
Common stock, shares outstanding | 25,610,643 | 37,241,952 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid In Capital [Member] | Additional Paid In Capital [Member] Common Class A [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] |
Balance at Dec. 31, 2021 | $ 556,097 | $ 801,142 | $ (245,161) | $ (40) | $ 106 | $ 50 | |||
Balance, Shares at Dec. 31, 2021 | 106,420,843 | 49,661,126 | |||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Value | 8 | (8) | |||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Shares | 7,047,543 | (7,047,543) | |||||||
Net loss | (54,010) | (54,010) | |||||||
Other comprehensive loss | (2,619) | (2,619) | |||||||
Stock-based compensation | 17,043 | 17,043 | |||||||
Exercise of common stock options | 759 | 759 | |||||||
Exercise of common stock options, Shares | 441,422 | ||||||||
Vested restricted stock units | (2,535) | (2,535) | |||||||
Vested restricted stock units, Shares | 274,814 | ||||||||
Escrowed stock awards | (1) | 1 | |||||||
Escrowed stock awards, Shares | 620,877 | ||||||||
Issuance of shares for employee stock purchase plan, shares | 128,176 | ||||||||
Proceeds from employee stock purchase plan | 930 | $ 930 | |||||||
Balance at Jun. 30, 2022 | 515,665 | 817,338 | (299,171) | (2,659) | 115 | 42 | |||
Balance, Shares at Jun. 30, 2022 | 114,933,675 | 42,613,583 | |||||||
Balance at Mar. 31, 2022 | 533,622 | 808,203 | (274,656) | (82) | 111 | 46 | |||
Balance, Shares at Mar. 31, 2022 | 111,040,170 | 46,010,678 | |||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Value | (24,515) | (24,515) | 4 | (4) | |||||
Conversion of Class B Common Stocks to Class A Common Stocks, Shares | 3,397,095 | (3,397,095) | |||||||
Net loss | (24,515) | ||||||||
Other comprehensive loss | (2,577) | (2,577) | |||||||
Stock-based compensation | 9,119 | 9,119 | |||||||
Exercise of common stock options | 348 | 348 | |||||||
Exercise of common stock options, Shares | 243,895 | ||||||||
Vested restricted stock units | (1,262) | (1,262) | |||||||
Vested restricted stock units, Shares | 124,339 | ||||||||
Issuance of shares for employee stock purchase plan, shares | 128,176 | ||||||||
Proceeds from employee stock purchase plan | 930 | 930 | |||||||
Balance at Jun. 30, 2022 | 515,665 | 817,338 | (299,171) | (2,659) | 115 | 42 | |||
Balance, Shares at Jun. 30, 2022 | 114,933,675 | 42,613,583 | |||||||
Balance at Dec. 31, 2022 | 485,724 | 836,695 | (347,354) | (3,775) | 121 | 37 | |||
Balance, Shares at Dec. 31, 2022 | 121,214,275 | 37,241,952 | |||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Value | 11 | (11) | |||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Shares | 11,794,939 | (11,794,939) | |||||||
Net loss | (33,782) | (33,782) | |||||||
Other comprehensive loss | 291 | 291 | |||||||
Stock-based compensation | 26,464 | 26,464 | |||||||
Exercise of common stock options | $ 2,775 | 2,774 | 1 | ||||||
Exercise of common stock options, Shares | 836,676 | 836,676 | |||||||
Vested restricted stock units | $ (6,634) | (6,635) | 1 | ||||||
Vested restricted stock units, Shares | 695,474 | 163,630 | |||||||
Escrowed stock awards, Shares | 620,877 | ||||||||
Issuance of shares for employee stock purchase plan, shares | 175,927 | ||||||||
Proceeds from employee stock purchase plan | $ 1,331 | 1,330 | 1 | ||||||
Balance at Jun. 30, 2023 | 476,169 | 860,628 | (381,136) | (3,484) | 135 | 26 | |||
Balance, Shares at Jun. 30, 2023 | 134,717,291 | 25,610,643 | |||||||
Balance at Mar. 31, 2023 | 480,906 | 848,832 | (365,554) | (2,531) | 129 | 30 | |||
Balance, Shares at Mar. 31, 2023 | 128,854,443 | 30,275,430 | |||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Value | 4 | (4) | |||||||
Conversion of Class B Common Stocks to Class A Common Stocks, Shares | 4,752,818 | (4,752,818) | |||||||
Net loss | (15,582) | (15,582) | |||||||
Other comprehensive loss | (953) | (953) | |||||||
Stock-based compensation | 11,605 | 11,605 | |||||||
Exercise of common stock options | 1,877 | 1,876 | 1 | ||||||
Exercise of common stock options, Shares | 655,392 | ||||||||
Vested restricted stock units | (3,014) | (3,015) | 1 | ||||||
Vested restricted stock units, Shares | 278,711 | 88,031 | |||||||
Issuance of shares for employee stock purchase plan, shares | 175,927 | ||||||||
Proceeds from employee stock purchase plan | 1,330 | 1,330 | |||||||
Balance at Jun. 30, 2023 | $ 476,169 | $ 860,628 | $ (381,136) | $ (3,484) | $ 135 | $ 26 | |||
Balance, Shares at Jun. 30, 2023 | 134,717,291 | 25,610,643 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (33,782) | $ (54,010) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 7,320 | 5,101 |
Stock-based compensation expense, net of amounts capitalized | 23,407 | 16,293 |
Provision for bad debt | 5,807 | 4,100 |
Other non-cash, net | (575) | 406 |
Changes in operating assets and liabilities, net of effects from purchases of businesses: | ||
Trade receivables | 27,102 | (6,154) |
Other operating assets | 1,622 | (343) |
Accounts payable | (9,075) | (39,475) |
Other operating liabilities | 1,530 | 1,530 |
Net cash provided by (used in) operating activities | 23,356 | (72,552) |
Cash Flows from Investing Activities | ||
Net increase in finance receivables | (22,265) | (33,892) |
Purchases of property and equipment | (880) | (1,809) |
Capitalization of software costs | (12,826) | (8,689) |
Purchases of marketable securities | (88,058) | (197,312) |
Maturities and redemptions of marketable securities | 74,490 | 2,000 |
Sales of marketable securities | 2,402 | 0 |
Acquisition of businesses (net of cash acquired) | (12,000) | (18,913) |
Net cash provided by (used in) investing activities | (59,137) | (258,615) |
Cash Flows from Financing Activities | ||
Proceeds from long term debt | 200,000 | 130,000 |
Payments Towards Long Term Debt | (170,500) | (60,000) |
Proceeds from exercise of stock options | 2,774 | 759 |
Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders | (6,635) | (2,556) |
Proceeds from employee stock purchase plan | 1,330 | 930 |
Net cash provided by (used in) financing activities | 26,969 | 69,133 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 7 | (18) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (8,805) | (262,052) |
Cash, cash equivalents, and restricted cash, beginning of period | 280,752 | 565,994 |
Cash, cash equivalents, and restricted cash, end of period | 271,947 | 303,942 |
Non-cash investing and financing activities: | ||
Stock-based compensation included in capitalized software development costs | 1,483 | 750 |
Purchase of property and equipment and internal use software in accounts payable | $ 1,880 | $ 288 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary Significant Accounting Policies | 1. Nature of Business and Summary of Significant Accounting Policies Nature of Business – 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 condensed consolidated financial statements include the accounts of ACV Auctions Inc. and all of its controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Basis of Preparation – The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). The Company has condensed or omitted certain information and notes normally included in complete annual financial statements prepared in accordance with GAAP. These financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company's financial information. The unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 1, 2023 (the "Annual Report"). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Seasonality – The volume of vehicles sold through the Marketplace generally fluctuates from quarter to quarter. This seasonality is caused by several factors, including holidays, weather, the seasonality of the retail market for used vehicles and the timing of federal tax returns, which affects the demand side of the automotive industry. As a result, revenue and operating expenses related to volume fluctuate accordingly on a quarterly basis. In the fourth quarter, we typically experience lower used vehicle volume on our Marketplace as well as additional costs associated with the holidays. Seasonally depressed used vehicle volume on our Marketplace typically continues during the winter months through the first quarter. Typical seasonality trends may not be observed in periods where other external factors more significantly impact the industry. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Financial Instruments, Owned, at Fair Value, by Type, Alternative [Abstract] | |
Financial Instruments | 2. Financial Instruments The following is a summary of available-for-sale financial instruments, as of June 30, 2023 and December 31, 2022, respectively (in thousands): June 30, 2023 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 176,858 $ 1 $ ( 2,221 ) $ 174,638 U.S. treasury and agency securities 53,960 4 ( 221 ) 53,743 Total Marketable securities $ 230,818 $ 5 $ ( 2,442 ) $ 228,381 (1) Comprised primarily of corporate bonds and commercial paper 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 As of June 30, 2023, the fair values of available-for-sale financial instruments, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 143,556 Due in one to five years 84,825 Total $ 228,381 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. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 3. Fair Value Measurement 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 condensed 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 condensed 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 that are not measured at fair value on a recurring basis include trade and finance accounts receivable and accounts payable whose carrying values approximate fair value due to the short-term nature of those instruments. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): June 30, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 128,667 $ - $ - $ 128,667 Marketable Securities: Corporate securities - 174,638 - 174,638 U.S. treasury and agency securities 41,793 11,950 - 53,743 Total financial assets $ 170,460 $ 186,588 $ — $ 357,048 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 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 corporate securities, 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. |
Accounts Receivables & Allowanc
Accounts Receivables & Allowance for Doubtful Receivables | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Accounts Receivables & Allowance for Doubtful Receivables | 4. Accounts Receivable & Allowance for Doubtful Receivables The Company maintains an allowance for doubtful receivables that in management’s judgment reflects losses inherent in the portfolio. A provision for doubtful receivables is recorded to adjust the level of the allowance in accordance with GAAP. Changes in the allowance for doubtful trade receivables for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Beginning balance $ 4,371 $ 3,528 $ 4,860 $ 3,724 Provision for bad debt 2,251 1,833 3,279 3,219 Net write-offs Write-offs ( 4,225 ) ( 3,198 ) ( 8,188 ) ( 5,658 ) Recoveries 1,232 2,103 3,678 2,981 Net write-offs ( 2,993 ) ( 1,095 ) ( 4,510 ) ( 2,677 ) Ending balance $ 3,629 $ 4,266 $ 3,629 $ 4,266 Changes in the allowance for doubtful finance receivables for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Beginning balance $ 2,256 $ 704 $ 2,275 $ 636 Provision for bad debt 1,380 474 2,528 881 Net write-offs Write-offs ( 771 ) ( 207 ) ( 2,152 ) ( 577 ) Recoveries 183 - 397 30 Net write-offs ( 588 ) ( 207 ) ( 1,755 ) ( 546 ) Ending balance $ 3,048 $ 971 $ 3,048 $ 971 |
Guarantees, Commitments and Con
Guarantees, Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantees, Commitments and Contingencies | 5. 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 $ 222.9 million and $ 160.3 million at June 30, 2023 and December 31, 2022, respectively. The carrying amount of the liability presented in accrued other liabilities was $ 1.5 million and $ 1.2 million at June 30, 2023 and December 31, 2022, respectively. The recognized probable loss contingency, in excess of vehicle condition guarantees recognized, presented in accrued other liabilities was $ 1.4 million at June 30, 2023 and December 31, 2022. 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 June 30, 2023 and December 31, 2022. 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 condensed 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. |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings | 6. Borrowings 2019 Revolver On December 20, 2019, the Company entered into a revolving credit facility (the “2019 Revolver”). On June 26, 2023, the Company entered into an agreement to extinguish the 2019 Revolver. As of June 30, 2023 , there was no outstanding balance under the 2019 Revolver. As of December 31, 2022 , $ 0.5 million was outstanding under the 2019 Revolver. 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 except for ACV Capital receivables. 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. On June 1, 2023, the Company entered into Amendment No. 1 ("The First Amendment"), which modified the rate to which interest payments are indexed to the Secured Overnight Financing Rate, or SOFR. The interest rate applicable to the 2021 Revolver is, at our option, either (a) SOFR (or a replacement rate established in accordance with the terms of the credit agreement for the 2021 Revolver) (subject to a 0.00% SOFR floor), plus a margin of 2.75% per annum plus an additional credit spread adjustment of 0.11% for daily and one-month terms, 0.26% for three-month terms and 0.43% for six-month terms or (b) the Alternate Base Rate plus a margin of 1.75% per annum. The Alternate Base Rate is the highest of (a) the Wall Street Journal prime rate, (b) the NYFRB rate plus 0.5% and (c)(i) 1.00% plus (ii) the adjusted SOFR rate for a one-month interest period. The First Amendment maintains a maximum borrowing principal amount of $ 160.0 million. Refer to Note 9 contained in our Annual Report on Form 10-K for the year ended December 31, 2022 for further details regarding our revolving credit facilities and their key terms. As of June 30, 2023 and December 31, 2022, outstanding borrowings under the 2021 Revolver were $ 105.0 million and $ 75.0 million , respectively, and 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. As of June 30, 2023, the interest rate on the outstanding borrowing was 10.0 % . As of June 30, 2023 , the Company was in compliance with all of its financial covenants and non-financial covenants. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | The following table summarizes the primary components of 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 (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Auction marketplace revenue $ 54,519 $ 48,081 $ 108,521 $ 92,042 Other marketplace revenue 46,548 41,451 89,239 77,792 Data services revenue 8,293 8,219 16,463 16,266 Marketplace and service revenue $ 109,360 $ 97,752 $ 214,223 $ 186,099 Contract liabilities represent consideration collected prior to satisfying performance obligations. The Company had $ 4.0 million and $ 3.8 million of contract liabilities included in Accrued other liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, respectively. Revenue recognized for the three months ended June 30, 2023 from amounts included in deferred revenue as of March 31, 2023 was $ 4.4 million . Revenue recognized for the six months ended June 30, 2023 from amounts included in deferred revenue as of December 31, 2022 was $ 3.8 million . All the remaining performance obligations for contracts are expected to be recognized within one year. |
Stock-Based Employee Compensati
Stock-Based Employee Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Employee Compensation | 8. Stock-Based Compensation Refer to Note 13 contained in our Annual Report on Form 10-K for the year ended December 31, 2022 for further details regarding our equity plans. The following table summarizes the stock option activity for the six months ended June 30, 2023 (in thousands, except for share and per share amounts): Number of Weighted- Intrinsic Weighted- Outstanding, December 31, 2022 7,801,650 $ 2.67 $ 43,185 6.0 Exercised ( 836,676 ) 3.32 Forfeited ( 110,113 ) 7.31 Expired ( 12,302 ) 4.53 Outstanding, June 30, 2023 6,842,559 $ 2.52 $ 100,944 5.4 Exercisable, June 30, 2023 6,093,265 $ 2.12 $ 92,339 5.1 The following table summarizes the restricted stock unit activity for the six months ended June 30, 2023 (in thousands, except for share and per share amounts): Number of RSUs Weighted- Outstanding, December 31, 2022 5,978,564 $ 14.57 Granted 2,878,818 $ 12.41 Vested ( 1,451,870 ) $ 14.49 Forfeited ( 298,526 ) $ 13.40 Outstanding, June 30, 2023 7,106,986 $ 13.76 As of June 30, 2023 there was approximately $ 91.5 million of compensation expense related to the unvested portion of common stock options and restricted stock units that will be recorded as compensation expense over a weighted-average period of 2.5 years. During the first quarter of 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 June 30, 2023, there was approximately $ 4.3 million of compensation expense related to the unvested portion of escrow shares that will be recorded over 1.7 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The Company had an effective tax rate of approximately 0 % and ( 1 )% for the three months ended June 30, 2023 and 2022, and ( 1 )% for the six months ended June 30, 2023 and 2022 . The principal differences between the federal statutory rate and the effective tax rate is related to foreign taxes and the non-recognition of tax benefits for certain entities in a loss position for which a full valuation allowance has been recorded. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 10. Net Income (Loss) Per Share The numerators and denominators of the basic and diluted net income (loss) per share computations for the Company's common stock are calculated as follows for the three and six months ended June 30, 2023 and 2022 (in thousands, except share data): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Net loss attributable to $ ( 12,798 ) $ ( 2,784 ) $ ( 17,682 ) $ ( 6,833 ) $ ( 27,233 ) $ ( 6,549 ) $ ( 38,189 ) $ ( 15,821 ) Denominator: Weighted-average number of shares 130,969,040 28,494,811 113,027,404 43,676,330 128,249,720 30,840,657 110,645,832 45,839,070 Net loss per share Basic and diluted $ ( 0.10 ) $ ( 0.10 ) $ ( 0.16 ) $ ( 0.16 ) $ ( 0.21 ) $ ( 0.21 ) $ ( 0.35 ) $ ( 0.35 ) The following table presents the total weighted-average number of potentially dilutive shares that were excluded from the computation of diluted net loss per share attributable to common shareholders because their effect would have been anti-dilutive for the period presented: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Unvested RSUs and other awards 2,276,673 681,577 1,803,979 527,072 Stock options 5,564,549 5,153,279 5,470,883 5,616,566 Shares subject to the employee stock purchase plan 118,414 179,218 151,174 135,489 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 11. Acquisitions On April 24, 2023, the Company completed its acquisition of all of the outstanding shares of Dealers Auto Auction of Oklahoma City, LLC (“DAA OKC”) for total consideration of $ 12.0 million . The aggregate purchase price was preliminarily allocated to $ 4.9 million of goodwill, $ 5.9 million of intangible assets and $ 1.2 million of net assets assumed. The purchase price allocations are subject to adjustments as they are finalized over the 12 month measurement period. 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 . DAA OKC offers wholesale car auction services and the investment into DAA OKC enabled the Company to expand its range of offerings to 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. On February 22, 2022, the Company completed its acquisition of Monk SAS for total consideration of $ 18.6 million , net of cash acquired and working capital adjustments. The total purchase price was paid in cash. In aggregate, $ 13.5 million was attributed to goodwill, $ 6.4 million to intangible assets and $ 1.1 million to net liabilities assumed. Goodwill acquired in connection with this acquisition will be deductible for tax purposes in the United States and 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. |
Nature of Business and Summa_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business – 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 condensed consolidated financial statements include the accounts of ACV Auctions Inc. and all of its controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Basis of Preparation | Basis of Preparation – The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). The Company has condensed or omitted certain information and notes normally included in complete annual financial statements prepared in accordance with GAAP. These financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company's financial information. The unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 1, 2023 (the "Annual Report"). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Seasonality – The volume of vehicles sold through the Marketplace generally fluctuates from quarter to quarter. This seasonality is caused by several factors, including holidays, weather, the seasonality of the retail market for used vehicles and the timing of federal tax returns, which affects the demand side of the automotive industry. As a result, revenue and operating expenses related to volume fluctuate accordingly on a quarterly basis. In the fourth quarter, we typically experience lower used vehicle volume on our Marketplace as well as additional costs associated with the holidays. Seasonally depressed used vehicle volume on our Marketplace typically continues during the winter months through the first quarter. Typical seasonality trends may not be observed in periods where other external factors more significantly impact the industry. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Marketable Securities | The following is a summary of available-for-sale financial instruments, as of June 30, 2023 and December 31, 2022, respectively (in thousands): June 30, 2023 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 176,858 $ 1 $ ( 2,221 ) $ 174,638 U.S. treasury and agency securities 53,960 4 ( 221 ) 53,743 Total Marketable securities $ 230,818 $ 5 $ ( 2,442 ) $ 228,381 (1) Comprised primarily of corporate bonds and commercial paper 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 |
Schedule of fair values of available-for-sale marketable securities | As of June 30, 2023, the fair values of available-for-sale financial instruments, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 143,556 Due in one to five years 84,825 Total $ 228,381 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Financial Instruments, Owned, at Fair Value, by Type, Alternative [Abstract] | |
Marketable Securities [Table Text Block] | The following is a summary of available-for-sale financial instruments, as of June 30, 2023 and December 31, 2022, respectively (in thousands): June 30, 2023 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 176,858 $ 1 $ ( 2,221 ) $ 174,638 U.S. treasury and agency securities 53,960 4 ( 221 ) 53,743 Total Marketable securities $ 230,818 $ 5 $ ( 2,442 ) $ 228,381 (1) Comprised primarily of corporate bonds and commercial paper 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 |
Debt Securities, Available-for-Sale [Table Text Block] | As of June 30, 2023, the fair values of available-for-sale financial instruments, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 143,556 Due in one to five years 84,825 Total $ 228,381 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): June 30, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 128,667 $ - $ - $ 128,667 Marketable Securities: Corporate securities - 174,638 - 174,638 U.S. treasury and agency securities 41,793 11,950 - 53,743 Total financial assets $ 170,460 $ 186,588 $ — $ 357,048 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 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 corporate securities, 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. |
Accounts Receivables & Allowa_2
Accounts Receivables & Allowance for Doubtful Receivables (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Beginning balance $ 4,371 $ 3,528 $ 4,860 $ 3,724 Provision for bad debt 2,251 1,833 3,279 3,219 Net write-offs Write-offs ( 4,225 ) ( 3,198 ) ( 8,188 ) ( 5,658 ) Recoveries 1,232 2,103 3,678 2,981 Net write-offs ( 2,993 ) ( 1,095 ) ( 4,510 ) ( 2,677 ) Ending balance $ 3,629 $ 4,266 $ 3,629 $ 4,266 |
Summary of changes in the Allowance for Doubtful Finance Receivables | Changes in the allowance for doubtful finance receivables for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Beginning balance $ 2,256 $ 704 $ 2,275 $ 636 Provision for bad debt 1,380 474 2,528 881 Net write-offs Write-offs ( 771 ) ( 207 ) ( 2,152 ) ( 577 ) Recoveries 183 - 397 30 Net write-offs ( 588 ) ( 207 ) ( 1,755 ) ( 546 ) Ending balance $ 3,048 $ 971 $ 3,048 $ 971 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table summarizes the primary components of 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 (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Auction marketplace revenue $ 54,519 $ 48,081 $ 108,521 $ 92,042 Other marketplace revenue 46,548 41,451 89,239 77,792 Data services revenue 8,293 8,219 16,463 16,266 Marketplace and service revenue $ 109,360 $ 97,752 $ 214,223 $ 186,099 |
Stock-Based Employee Compensa_2
Stock-Based Employee Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the six months ended June 30, 2023 (in thousands, except for share and per share amounts): Number of Weighted- Intrinsic Weighted- Outstanding, December 31, 2022 7,801,650 $ 2.67 $ 43,185 6.0 Exercised ( 836,676 ) 3.32 Forfeited ( 110,113 ) 7.31 Expired ( 12,302 ) 4.53 Outstanding, June 30, 2023 6,842,559 $ 2.52 $ 100,944 5.4 Exercisable, June 30, 2023 6,093,265 $ 2.12 $ 92,339 5.1 |
Summary of restricted stock unit activity | The following table summarizes the restricted stock unit activity for the six months ended June 30, 2023 (in thousands, except for share and per share amounts): Number of RSUs Weighted- Outstanding, December 31, 2022 5,978,564 $ 14.57 Granted 2,878,818 $ 12.41 Vested ( 1,451,870 ) $ 14.49 Forfeited ( 298,526 ) $ 13.40 Outstanding, June 30, 2023 7,106,986 $ 13.76 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 the Company's common stock are calculated as follows for the three and six months ended June 30, 2023 and 2022 (in thousands, except share data): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Net loss attributable to $ ( 12,798 ) $ ( 2,784 ) $ ( 17,682 ) $ ( 6,833 ) $ ( 27,233 ) $ ( 6,549 ) $ ( 38,189 ) $ ( 15,821 ) Denominator: Weighted-average number of shares 130,969,040 28,494,811 113,027,404 43,676,330 128,249,720 30,840,657 110,645,832 45,839,070 Net loss per share Basic and diluted $ ( 0.10 ) $ ( 0.10 ) $ ( 0.16 ) $ ( 0.16 ) $ ( 0.21 ) $ ( 0.21 ) $ ( 0.35 ) $ ( 0.35 ) |
Summary of Potentially Dilutive Shares Excluded from Computation of Net Loss Per Share | The following table presents the total weighted-average number of potentially dilutive shares that were excluded from the computation of diluted net loss per share attributable to common shareholders because their effect would have been anti-dilutive for the period presented: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Unvested RSUs and other awards 2,276,673 681,577 1,803,979 527,072 Stock options 5,564,549 5,153,279 5,470,883 5,616,566 Shares subject to the employee stock purchase plan 118,414 179,218 151,174 135,489 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 IndustrySegment | |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Number of operating segments | 1 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Available-for-Sale Marketable Securities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 230,818 | $ 218,392 |
Unrealized Gain | 5 | 78 |
Unrealized Losses | (2,442) | (2,544) |
Fair Value | 228,381 | 215,926 |
Corporate Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 176,858 | 184,321 |
Unrealized Gain | 1 | 75 |
Unrealized Losses | (2,221) | (2,344) |
Fair Value | 174,638 | 182,052 |
U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 53,960 | 34,071 |
Unrealized Gain | 4 | 3 |
Unrealized Losses | (221) | (200) |
Fair Value | $ 53,743 | $ 33,874 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of fair values of available for sale marketable (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Due within one year | $ 143,556 |
Due in one to two years | 84,825 |
Total | $ 228,381 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets Measured at fair value On Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | $ 357,048 | $ 252,605 |
U.S. treasury securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 53,743 | 33,874 |
Corporate Bond Securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 174,638 | 182,052 |
Cash and Cash Equivalents | Money Market Funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 128,667 | 36,679 |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 170,460 | 62,685 |
Level 1 | U.S. treasury securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 41,793 | 26,006 |
Level 1 | Corporate Bond Securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 0 | 0 |
Level 1 | Cash and Cash Equivalents | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 128,667 | |
Level 1 | Cash and Cash Equivalents | Money Market Funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 36,679 | |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 186,588 | 189,920 |
Level 2 | U.S. treasury securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 11,950 | 7,868 |
Level 2 | Corporate Bond Securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 174,638 | 182,052 |
Level 2 | Cash and Cash Equivalents | Money Market Funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 0 | 0 |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 0 | 0 |
Level 3 | U.S. treasury securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 0 | |
Level 3 | Corporate Bond Securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | 0 | 0 |
Level 3 | Cash and Cash Equivalents | Money Market Funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market funds | $ 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||||
Beginning balance | $ 4,371 | $ 3,528 | $ 4,860 | $ 3,724 |
Provision for bad debt | 2,251 | 1,833 | 3,279 | 3,219 |
Write-offs | (4,225) | (3,198) | (8,188) | (5,658) |
Recoveries | 1,232 | 2,103 | 3,678 | 2,981 |
Net write-offs | (2,993) | (1,095) | (4,510) | (2,677) |
Ending balance | $ 3,629 | $ 4,266 | $ 3,629 | $ 4,266 |
Accounts Receivables & Allowa_4
Accounts Receivables & Allowance for Doubtful Receivables - Summary of changes in the Allowance for Doubtful Finance Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||||
Beginning balance | $ 2,256 | $ 704 | $ 2,275 | $ 636 |
Provision for bad debt | 1,380 | 474 | 2,528 | 881 |
Write-offs | (771) | (207) | (2,152) | (577) |
Recoveries | 183 | 397 | 30 | |
Net write-offs | (588) | (207) | (1,755) | (546) |
Ending balance | $ 3,048 | $ 971 | $ 3,048 | $ 971 |
Guarantees, Commitments and C_2
Guarantees, Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Commitments And Contingencies [Line Items] | |||
Guarantee term | 10 days | 10 days | |
Sale price of vehicles with outstanding guarantee | $ 222.9 | $ 160.3 | |
Carrying amount of the liability | 1.5 | 1.2 | |
Accrued Other Liabilities [Member] | |||
Commitments And Contingencies [Line Items] | |||
Recognized probable loss contingency | $ 1.4 | $ 1.4 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
2021 Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Maximum principal amount | $ 160 | |
Interest rate | 10% | |
Outstanding letter of credit | $ 1.6 | |
Outstanding letter of credit issued | 105 | $ 75 |
Letter Of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Maximum principal amount | 20 | |
First Amendment to Loan and Security Agreement [Member] | 2019 Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding letter of credit issued | 0 | $ 0.5 |
First Amendment to Loan and Security Agreement [Member] | 2021 Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Maximum principal amount | $ 160 |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity - Additional Information (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Preferred stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common Class A [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Revenue - Summary of primary co
Revenue - Summary of primary component of Revenue, Level of Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Auction Marketplace Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 54,519 | $ 48,081 | $ 108,521 | $ 92,042 |
Other Marketplace Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 46,548 | 41,451 | 89,239 | 77,792 |
Data Services Revenue [ Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 8,293 | 8,219 | 16,463 | 16,266 |
Marketplace And Service Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 109,360 | $ 97,752 | $ 214,223 | $ 186,099 |
Revenue (Additional Information
Revenue (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
Contract Revenue | $ 4.4 | $ 3.8 | |
Accrued Other Liabilities [Member] | |||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
Contract liabilities | $ 4 | $ 4 | $ 3.8 |
Stock-Based Employee Compensa_3
Stock-Based Employee Compensation - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Compensation expense related to restricted stock | $ 4.3 |
Weighted average period of recognized term | 1 year 8 months 12 days |
Common stock to be issued and held in escrow | shares | 620,877 |
Restricted Stock Units and Common Stock Option [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Compensation expense related to restricted stock | $ 91.5 |
Weighted average period of recognized term | 2 years 6 months |
Stock-Based Employee Compensa_4
Stock-Based Employee Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | ||
Number of options, outstanding, December 31, 2021 | shares | 7,801,650 | |
Number of options, exercised | shares | (836,676) | |
Number of options, forfeited | shares | (110,113) | |
Number of options, expired | shares | (12,302) | |
Number of options Outstanding, June 30, 2023 | shares | 6,842,559 | 7,801,650 |
Number of options Exercisable, June 30, 2023 | shares | 6,093,265 | |
Weighted-average exercise price per share, outstanding, December 31, 2021 | $ / shares | $ 2.67 | |
Weighted-average exercise price per share, exercised | $ / shares | 3.32 | |
Weighted-average exercise price per share, forfeited | $ / shares | 7.31 | |
Weighted-average exercise price per share, expired | $ / shares | 4.53 | |
Weighted-average exercise price per share, outstanding, March 31, 2022 | $ / shares | 2.52 | $ 2.67 |
Weighted-average exercise price per share, exercisable, March 31, 2021 | $ / shares | $ 2.12 | |
Intrinsic value, outstanding, December 31, 2021 | $ | $ 43,185 | |
Intrinsic value, outstanding, March 31, 2022 | $ | 100,944 | $ 43,185 |
Intrinsic value, exercisable, March 31, 2022 | $ | $ 92,339 | |
Weighted Average Remaining Contractual Term, Outstanding | 5 years 4 months 24 days | 6 years |
Weighted Average Remaining Contractual Term, Exercisable | 5 years 1 month 6 days |
Stock-Based Employee Compensa_5
Stock-Based Employee Compensation - Summary of restricted stock unit (Details) - 2022 Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding, December 31, 2021 | shares | 5,978,564 |
Number of RSUs, Granted | shares | 2,878,818 |
Number of RSUs, Vested | shares | (1,451,870) |
Number of RSUs, Forfeited | shares | (298,526) |
Number of RSUs Outstanding, June 30, 2023 | shares | 7,106,986 |
Weighted-Average Grant-Date Fair Value Outstanding, December 31, 2021 | $ / shares | $ 14.57 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 12.41 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 14.49 |
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | 13.4 |
Weighted-Average Grant-Date Fair Value Outstanding, March 31, 2022 | $ / shares | $ 13.76 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax | 0% | (1.00%) | (1.00%) | (1.00%) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Weighted-average number of shares of common stock - Basic | 159,463,851 | 156,703,734 | 159,090,377 | 156,484,903 |
Weighted-average number of shares of common stock - diluted | 159,463,851 | 156,703,734 | 159,090,377 | 156,484,903 |
Earnings Per Share, Basic, Total | $ (0.1) | $ (0.16) | $ (0.21) | $ (0.35) |
Earnings Per Share, Diluted, Total | $ (0.1) | $ (0.16) | $ (0.21) | $ (0.35) |
Common Class A [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Net loss attributable to common stockholders | $ (12,798) | $ (17,682) | $ (27,233) | $ (38,189) |
Weighted-average number of shares of common stock - Basic | 130,969,040 | 113,027,404 | 128,249,720 | 110,645,832 |
Weighted-average number of shares of common stock - diluted | 130,969,040 | 113,027,404 | 128,249,720 | 110,645,832 |
Earnings Per Share, Basic, Total | $ 0.1 | $ (0.16) | $ (0.21) | $ (0.35) |
Earnings Per Share, Diluted, Total | $ 0.1 | $ (0.16) | $ (0.21) | $ (0.35) |
Common Class B [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Net loss attributable to common stockholders | $ (2,784) | $ (6,833) | $ (6,549) | $ (15,821) |
Weighted-average number of shares of common stock - Basic | 28,494,811 | 43,676,330 | 30,840,657 | 45,839,070 |
Weighted-average number of shares of common stock - diluted | 28,494,811 | 43,676,330 | 30,840,657 | 45,839,070 |
Earnings Per Share, Basic, Total | $ (0.1) | $ (0.16) | $ (0.21) | $ (0.35) |
Earnings Per Share, Diluted, Total | $ (0.1) | $ (0.16) | $ (0.21) | $ (0.35) |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Summary of Potentially Dilutive Shares Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Unvested RSAs, RSUs and Other Awards [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of Net loss per share | 2,276,673 | 681,577 | 1,803,979 | 527,072 |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of Net loss per share | 5,564,549 | 5,153,279 | 5,470,883 | 5,616,566 |
Employee Stock Purchase Plan [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of Net loss per share | 118,414 | 179,218 | 151,174 | 135,489 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Apr. 24, 2023 | Feb. 22, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||||
Selling, general, and administrative | $ 41,180 | $ 36,144 | $ 82,892 | $ 72,196 | |||
Goodwill | $ 96,847 | $ 96,847 | $ 91,755 | ||||
2022 Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire businesses, gross | $ 18,600 | ||||||
Finite-Lived Intangible Assets, Amortization Method | straight-line basis | ||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | ||||||
Other net assets | $ 1,100 | ||||||
Business Combination, Acquisition Related Costs | 6,400 | ||||||
Goodwill | $ 13,500 | ||||||
2023 Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire businesses, gross | $ 12,000 | ||||||
Finite-Lived Intangible Assets, Amortization Method | straight-line basis | ||||||
Net Assets | $ 1,200 | ||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | ||||||
Business Combination, Acquisition Related Costs | $ 5,900 | ||||||
Goodwill | $ 4,900 |