Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 $0.001 per share | |
Trading Symbol | ACVA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001637873 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Common Stock Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 147,965,283 | |
Common Stock Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,123,116 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue | $ 145,689 | $ 119,626 |
Operating expenses: | ||
Operations and technology | 38,069 | 35,660 |
Selling, general, and administrative | 53,853 | 41,797 |
Depreciation and amortization | 7,787 | 3,285 |
Total operating expenses | 168,216 | 140,460 |
Loss from operations | (22,527) | (20,834) |
Other income (expense): | ||
Interest income | 3,031 | 3,296 |
Interest expense | (535) | (315) |
Total other income (expense) | 2,496 | 2,981 |
Loss before income taxes | (20,031) | (17,853) |
Provision for income taxes | 440 | 347 |
Net loss | $ (20,471) | $ (18,200) |
Weighted-average shares - basic (in shares) | 162,889,642 | 158,694,919 |
Weighted-average shares - diluted (in shares) | 162,889,642 | 158,694,919 |
Net loss per share - basic (in dollars per share) | $ (0.13) | $ (0.11) |
Net loss per share - diluted (in dollars per share) | $ (0.13) | $ (0.11) |
Marketplace and service | ||
Revenue: | ||
Total revenue | $ 129,814 | $ 104,863 |
Operating expenses: | ||
Cost of revenue (excluding depreciation & amortization) | 55,693 | 47,575 |
Customer assurance | ||
Revenue: | ||
Total revenue | 15,875 | 14,763 |
Operating expenses: | ||
Cost of revenue (excluding depreciation & amortization) | $ 12,814 | $ 12,143 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (20,471) | $ (18,200) |
Other comprehensive income (loss): | ||
Net unrealized gains (losses) on available-for-sale securities | (30) | 1,000 |
Foreign currency translation (loss) gain | (229) | 244 |
Comprehensive loss | $ (20,730) | $ (16,956) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets : | ||
Cash and cash equivalents | $ 209,845 | $ 182,571 |
Marketable securities | 131,631 | 228,761 |
Trade receivables (net of allowance of $3,931 and $2,868) | 219,305 | 164,009 |
Finance receivables (net of allowance of $3,728 and $3,428) | 121,047 | 119,034 |
Other current assets | 14,398 | 12,524 |
Total current assets | 696,226 | 706,899 |
Property and equipment (net of accumulated depreciation of $4,289 and $4,462) | 7,903 | 4,918 |
Goodwill | 169,305 | 103,379 |
Acquired intangible assets (net of amortization of $19,676 and $17,534) | 78,585 | 34,192 |
Capitalized software (net of amortization of $21,836 and $17,059) | 59,662 | 55,771 |
Other assets | 32,971 | 17,765 |
Total assets | 1,044,652 | 922,924 |
Current Liabilities : | ||
Accounts payable | 393,144 | 305,845 |
Accrued payroll | 14,126 | 12,245 |
Accrued other liabilities | 22,788 | 15,851 |
Total current liabilities | 430,058 | 333,941 |
Long-term debt | 125,000 | 115,000 |
Other long-term liabilities | 31,315 | 17,455 |
Total liabilities | 586,373 | 466,396 |
Commitments and Contingencies | ||
Stockholders' Equity : | ||
Preferred Stock; $0.001 par value; 20,000,000 shares authorized; 0 and 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Additional paid-in capital | 902,989 | 880,510 |
Accumulated deficit | (443,086) | (422,615) |
Accumulated other comprehensive loss | (1,788) | (1,529) |
Total stockholders' equity | 458,279 | 456,528 |
Total liabilities and stockholders' equity | 1,044,652 | 922,924 |
Common Stock Class A | ||
Stockholders' Equity : | ||
Common Stock | 147 | 139 |
Common Stock Class B | ||
Stockholders' Equity : | ||
Common Stock | $ 17 | $ 23 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Trade receivables allowance | $ 3,931 | $ 2,868 |
Finance receivables allowance | 3,728 | 3,428 |
Accumulated depreciation | 4,289 | 4,462 |
Intangible assets amortization | 19,676 | 17,534 |
Capitalized software amortization | $ 21,836 | $ 17,059 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 147,307,191 | 138,637,352 |
Common stock, shares outstanding (in shares) | 147,307,191 | 138,637,352 |
Common Stock Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 160,000,000 | 160,000,000 |
Common stock, shares issued (in shares) | 17,297,339 | 23,205,487 |
Common stock, shares outstanding (in shares) | 17,297,339 | 23,205,487 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock Common Stock Class A | Common Stock Common Stock Class B | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2022 | $ 485,724 | $ 121 | $ 37 | $ 836,695 | $ (347,354) | $ (3,775) |
Balance (in shares) at Dec. 31, 2022 | 121,214,275 | 37,241,952 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of Class B common stock to Class A common stock | 0 | $ 7 | $ (7) | |||
Conversion of Class B common stock to Class A common stocks (in shares) | 7,042,121 | (7,042,121) | ||||
Net loss | (18,200) | (18,200) | ||||
Other comprehensive income (loss) | 1,244 | 1,244 | ||||
Stock-based compensation | 14,859 | 14,859 | ||||
Exercise of common stock options | 898 | 898 | ||||
Exercise of common stock options (in shares) | 181,284 | |||||
Vested restricted stock units | (3,619) | $ 1 | (3,620) | |||
Vested restricted stock units (in shares) | 416,763 | 75,599 | ||||
Balance at Mar. 31, 2023 | 480,906 | $ 129 | $ 30 | 848,832 | (365,554) | (2,531) |
Balance (in shares) at Mar. 31, 2023 | 128,854,443 | 30,275,430 | ||||
Balance at Dec. 31, 2023 | 456,528 | $ 139 | $ 23 | 880,510 | (422,615) | (1,529) |
Balance (in shares) at Dec. 31, 2023 | 138,637,352 | 23,205,487 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of Class B common stock to Class A common stock | 0 | $ 6 | $ (6) | |||
Conversion of Class B common stock to Class A common stocks (in shares) | 5,981,622 | (5,981,622) | ||||
Net loss | (20,471) | (20,471) | ||||
Other comprehensive income (loss) | (259) | (259) | ||||
Stock-based compensation | 18,599 | 18,599 | ||||
Issuance of shares for acquisitions | 8,556 | $ 1 | 8,555 | |||
Issuance of shares for acquisitions (in shares) | 1,413,075 | |||||
Exercise of common stock options | $ 2,402 | $ 1 | 2,401 | |||
Exercise of common stock options (in shares) | 719,039 | 719,039 | ||||
Vested restricted stock units | $ (7,076) | (7,076) | ||||
Vested restricted stock units (in shares) | 556,103 | 73,474 | ||||
Balance at Mar. 31, 2024 | $ 458,279 | $ 147 | $ 17 | $ 902,989 | $ (443,086) | $ (1,788) |
Balance (in shares) at Mar. 31, 2024 | 147,307,191 | 17,297,339 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (20,471) | $ (18,200) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 7,802 | 3,392 |
Stock-based compensation expense, net of amounts capitalized | 14,830 | 11,505 |
Provision for bad debt | 2,097 | 2,176 |
Other non-cash, net | 356 | (302) |
Changes in operating assets and liabilities, net of effects from purchases of businesses: | ||
Trade receivables | (33,676) | (21,487) |
Other operating assets | (289) | (841) |
Accounts payable | 68,217 | 62,761 |
Other operating liabilities | 4,109 | 3,976 |
Net cash provided by (used in) operating activities | 42,975 | 42,980 |
Cash Flows from Investing Activities | ||
Net increase in finance receivables | (1,047) | (27,407) |
Purchases of property and equipment | (1,075) | (266) |
Capitalization of software costs | (7,513) | (4,943) |
Purchases of marketable securities | (2,902) | (35,602) |
Maturities and redemptions of marketable securities | 30,030 | 41,950 |
Sales of marketable securities | 70,020 | 2,402 |
Acquisition of businesses (net of cash acquired) | (108,453) | 0 |
Net cash provided by (used in) investing activities | (20,940) | (23,866) |
Cash Flows from Financing Activities | ||
Proceeds from long term debt | 190,000 | 95,000 |
Payments towards long term debt | (180,000) | (75,000) |
Proceeds from exercise of stock options | 2,401 | 899 |
Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders | (7,090) | (3,619) |
Other financing activities | (23) | 0 |
Net cash provided by (used in) financing activities | 5,288 | 17,280 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (49) | 3 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 27,274 | 36,397 |
Cash, cash equivalents, and restricted cash, beginning of period | 182,571 | 280,752 |
Cash, cash equivalents, and restricted cash, end of period | 209,845 | 317,149 |
Non-cash investing and financing activities: | ||
Stock-based compensation included in capitalized software development costs | 1,184 | 696 |
Purchase of property and equipment and internal use software in accounts payable | $ 1,119 | $ 2,553 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary Significant Accounting Policies | Nature of Business and Summary of Significant Accounting Policies Nature of Business – The Company operates in one industry segment, providing a 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, France, and India. 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, 2023, as filed with the SEC on February 21, 2024 (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 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Financial Instruments The following is a summary of available-for-sale financial instruments, as of March 31, 2024 and December 31, 2023, respectively (in thousands): March 31, 2024 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 110,948 $ 1 $ (681) $ 110,268 U.S. treasury and agency securities 21,442 3 (82) 21,363 Total Marketable securities $ 132,390 $ 4 $ (763) $ 131,631 (1) Comprised primarily of corporate bonds December 31, 2023 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Cash equivalents: Corporate securities (1) $ 1,213 $ — $ (1) $ 1,212 Total cash equivalents 1,213 — (1) 1,212 Marketable securities: Corporate securities (1) $ 199,084 $ 115 $ (819) $ 198,380 U.S. treasury and agency securities 30,404 25 (48) 30,381 Total Marketable securities $ 229,488 $ 140 $ (867) $ 228,761 (1) Comprised primarily of corporate bonds and commercial paper As of March 31, 2024, the fair values of available-for-sale financial instruments, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 94,440 Due in one to five years 37,191 Total $ 131,631 The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio. The Company does not believe that any unrealized losses are attributable to credit-related factors based on its evaluation of available evidence. To determine whether a decline in value is related to credit loss, the Company evaluates, among other factors: the extent to which the fair value is less than the amortized cost basis, changes to the rating of the security by a rating agency and any adverse conditions specifically related to an issuer of a security or its industry. Unrealized gain and losses on marketable securities are presented net of tax. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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 March 31, 2024 and December 31, 2023, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 18,704 $ — $ — $ 18,704 Marketable Securities: Corporate securities — 110,268 — 110,268 U.S. treasury and agency securities 14,049 7,314 — 21,363 Total financial assets $ 32,753 $ 117,582 $ — $ 150,335 December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 22,433 $ — $ — $ 22,433 Corporate securities — 1,212 — 1,212 Marketable Securities: Corporate securities — 198,380 — 198,380 U.S. treasury and agency securities 20,064 10,317 — 30,381 Total financial assets $ 42,497 $ 209,909 $ — $ 252,406 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 | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Accounts Receivables & Allowance for Doubtful Receivables | 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 months ended March 31, 2024 and 2023 were as follows (in thousands): Three months ended March 31, 2024 2023 Beginning balance $ 2,868 $ 4,860 Provision for bad debt 732 1,028 Net write-offs Write-offs (264) (3,963) Recoveries 595 2,446 Net (write-offs) recoveries 331 (1,517) Ending balance $ 3,931 $ 4,371 Changes in the allowance for doubtful finance receivables for the three months ended March 31, 2024 and 2023 were as follows (in thousands): Three months ended March 31, 2024 2023 Beginning balance $ 3,428 $ 2,275 Provision for bad debt 1,362 1,148 Net write-offs Write-offs (1,195) (1,381) Recoveries 133 214 Net (write-offs) recoveries (1,062) (1,167) Ending balance $ 3,728 $ 2,256 |
Guarantees, Commitments and Con
Guarantees, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantees, Commitments and Contingencies | 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 $219.0 million and $142.8 million at March 31, 2024 and December 31, 2023, respectively. The carrying amount of the liability presented in Accrued other liabilities was $1.5 million and $1.2 million at March 31, 2024 and December 31, 2023, respectively. The recognized probable loss contingency, in excess of vehicle condition guarantees recognized, presented in Accrued other liabilities was $1.7 million and $1.8 million at March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings 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 for further details regarding our revolving credit facilities and their key terms. As of March 31, 2024 and December 31, 2023, outstanding borrowings under the 2021 Revolver were $125.0 million and $115.0 million, respectively, and there were outstanding letters of credit issued under the 2021 Revolver in the amount of $3.1 million and $2.1 million, respectively decreasing the availability under the 2021 Revolver by a corresponding amount. As of March 31, 2024, the interest rate on the outstanding borrowing was 10.25%. As of March 31, 2024, the Company was in compliance with all of its financial covenants and non-financial covenants. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space under operating leases expiring at various dates through 2038. For the three months ended March 31, 2024 and 2023, the Company incurred operating lease costs of $1.3 million and $0.4 million, respectively. For operating leases, the weighted-average remaining term is 9.7 and 7.3 years with a weighted-average discount rate of 10% and 5% for the three months ended March 31, 2024 and 2023, respectively. Maturities of lease liabilities as of March 31, 2024 were as follows (in thousands): 2024 $ 4,749 2025 6,001 2026 5,732 2027 5,414 2028 5,105 Thereafter 22,060 Total lease payments 49,061 Less imputed interest (17,171) Total $ 31,890 The following amounts relate to operating leases that were recorded on the Company's Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023 (in thousands): March 31, December 31, Operating lease right of use assets: Other assets $ 32,120 $ 16,858 Operating lease liabilities: Accrued other liabilities 3,231 1,647 Other long-term liabilities 28,659 15,034 The Company recorded right of use assets in exchange for new lease liabilities of $14.0 million and $0.0 million during the three months ended March 31, 2024 and 2023, respectively. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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 March 31, 2024 2023 Auction marketplace revenue $ 67,329 $ 54,002 Other marketplace revenue 54,569 42,691 Data services revenue 7,916 8,170 Marketplace and service revenue $ 129,814 $ 104,863 Contract liabilities represent consideration collected prior to satisfying performance obligations. The Company had $5.4 million and $4.2 million of contract liabilities included in Accrued other liabilities on the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, respectively. Revenue recognized for the three months ended March 31, 2024 from amounts included in deferred revenue as of December 31, 2023 was $4.2 million. All the remaining performance obligations for contracts are expected to be recognized within one year. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Refer to Note 13 contained in our Annual Report on Form 10-K for the year ended for further details regarding our equity plans. The following table summarizes the stock option activity for the three months ended March 31, 2024 (in thousands, except for share and per share amounts): Number of Weighted- Intrinsic Weighted- Outstanding, December 31, 2023 6,296,350 $ 2.49 $ 79,728 4.83 Exercised (719,039) 3.34 Forfeited (1,611) 5.42 Expired (4,352) 5.32 Outstanding, March 31, 2024 5,571,348 $ 2.37 $ 91,345 4.50 Exercisable, March 31, 2024 5,292,470 $ 2.18 $ 87,800 4.42 The following table summarizes the restricted stock unit activity for the three months ended March 31, 2024 (in thousands, except for share and per share amounts): Number of RSUs Weighted- Outstanding, December 31, 2023 7,237,920 $ 14.37 Granted 608,294 $ 15.65 Vested (1,068,053) $ 14.98 Forfeited (115,198) $ 14.50 Outstanding, March 31, 2024 6,662,963 $ 14.37 As of March 31, 2024 there was approximately $84.7 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 2.3 years. During the first quarter of 2024, the Company entered into two contingently returnable share agreements (the "2024 Agreements") for certain compensatory share-based service awards. The 2024 Agreements authorized 773,099 shares of common stock to be issued. Shares will be released and distributed to the employee award recipients with the final vesting date during the first quarter of 2028. At March 31, 2024, there was approximately $10.6 million of compensation expense related to the unvested portion of the contingently returnable shares that will be recorded over 3.8 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company had an effective tax rate of approximately (2)% and (2)% for the three months ended March 31, 2024 and 2023, respectively. The principal differences between the federal statutory rate and the effective tax rate are related to state taxes, foreign taxes and credits, and the non-recognition of tax benefits for certain entities in a loss position for which a full valuation allowance has been recorded. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 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 months ended March 31, 2024 and 2023 (in thousands, except share data): Three months ended March 31, 2024 2023 Class A Class B Class A Class B Numerator: Net loss attributable to common stockholders $ (17,718) $ (2,753) $ (14,393) $ (3,807) Denominator: Weighted-average number of shares of common stock - Basic and diluted 140,979,870 21,909,772 125,500,186 33,194,733 Net loss per share attributable to common stockholders: Basic and diluted $ (0.13) $ (0.13) $ (0.11) $ (0.11) 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 March 31, 2024 2023 Unvested RSUs and other awards 2,385,164 1,082,627 Stock options 4,800,879 5,281,394 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company completed three business acquisitions during the three months ended March 31, 2024. These acquisitions 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 respective acquisition dates. Purchase price allocations related to these acquisitions are subject to adjustments as they are finalized over the 12 month measurement period from the respective acquisition dates. Goodwill acquired in connection with these acquisitions will be deductible for tax purposes in the United States and will be amortized on a straight-line basis over 15 years. Alliance Auto Auctions On January 30, 2024, the Company completed its acquisition of all of the ownership interests of Alliance Auto Auctions for estimated cash consideration of $66.4 million and 639,976 common shares of the Company's Class A common stock. The fair value of the consideration shares of $8.6 million was determined based upon the closing market price of the Company's Class A common shares on January 30, 2024. The aggregate purchase price for the Alliance Auto Auctions acquisition was preliminarily allocated to the assets and liabilities assumed as follows (in thousands): Assets Acquired Cash and cash equivalents $ 2,465 Trade receivables 14,855 Finance receivables — Other current assets 815 Property & equipment, net 892 Goodwill & intangibles 72,424 Other assets 8,305 Total assets acquired $ 99,756 Liabilities Assumed Accounts payable $ 14,945 Accrued payroll 381 Accrued other liabilities 2,012 Deferred revenue 60 Other long-term liabilities 7,362 Total liabilities assumed 24,760 Net assets acquired $ 74,996 Alliance Auto Auctions offers wholesale car auction services, and enabled the Company to expand its range of offerings to dealers and commercial partners. March 8, 2024 Acquisition On March 8, 2024, the Company completed its acquisition of all of the ownership interests of a business (“the March 8, 2024 acquisition”) for estimated cash consideration of $26.7 million. The aggregate purchase price was preliminarily allocated to $8.1 million of goodwill, $13.0 million of intangible assets, and $5.6 million of net assets assumed. The business acquired in the March 8, 2024 acquisition offers wholesale and commercial car auction and reconditioning services and enabled the Company to expand its range of offerings to dealers and commercial partners. March 13, 2024 Acquisition On March 13, 2024, the Company completed its acquisition of all of the ownership interests of a business ("the March 13, 2024 acquisition") for estimated cash consideration of $19.1 million. The aggregate purchase price was |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (20,471) | $ (18,200) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Michael Waterman [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On February 28, 2024, Michael Waterman, our Chief Sales Officer, adopted a "Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K) (the “Waterman Plan”). The Waterman Plan contemplates the sale of up to 211,752 shares between May 29, 2024 and February 27, 2025, subject to certain volume limitations and excluding specified “No Sale” periods. The Waterman Plan is scheduled to terminate on February 27, 2025. |
Name | Michael Waterman |
Title | Chief Sales Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | February 28, 2024 |
Arrangement Duration | 274 days |
Aggregate Available | 211,752 |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business – The Company operates in one industry segment, providing a 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, France, and India. |
Basis of Consolidation | Basis of Consolidation |
Basis of Preparation | Basis of Preparation |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, respectively (in thousands): March 31, 2024 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable securities: Corporate securities (1) $ 110,948 $ 1 $ (681) $ 110,268 U.S. treasury and agency securities 21,442 3 (82) 21,363 Total Marketable securities $ 132,390 $ 4 $ (763) $ 131,631 (1) Comprised primarily of corporate bonds December 31, 2023 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Cash equivalents: Corporate securities (1) $ 1,213 $ — $ (1) $ 1,212 Total cash equivalents 1,213 — (1) 1,212 Marketable securities: Corporate securities (1) $ 199,084 $ 115 $ (819) $ 198,380 U.S. treasury and agency securities 30,404 25 (48) 30,381 Total Marketable securities $ 229,488 $ 140 $ (867) $ 228,761 (1) Comprised primarily of corporate bonds and commercial paper |
Schedule of Fair Values of Available-for-Sale Financial Instruments | As of March 31, 2024, the fair values of available-for-sale financial instruments, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 94,440 Due in one to five years 37,191 Total $ 131,631 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 18,704 $ — $ — $ 18,704 Marketable Securities: Corporate securities — 110,268 — 110,268 U.S. treasury and agency securities 14,049 7,314 — 21,363 Total financial assets $ 32,753 $ 117,582 $ — $ 150,335 December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 22,433 $ — $ — $ 22,433 Corporate securities — 1,212 — 1,212 Marketable Securities: Corporate securities — 198,380 — 198,380 U.S. treasury and agency securities 20,064 10,317 — 30,381 Total financial assets $ 42,497 $ 209,909 $ — $ 252,406 |
Accounts Receivables & Allowa_2
Accounts Receivables & Allowance for Doubtful Receivables (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 and 2023 were as follows (in thousands): Three months ended March 31, 2024 2023 Beginning balance $ 2,868 $ 4,860 Provision for bad debt 732 1,028 Net write-offs Write-offs (264) (3,963) Recoveries 595 2,446 Net (write-offs) recoveries 331 (1,517) Ending balance $ 3,931 $ 4,371 |
Summary of Changes in the Allowance for Doubtful Finance Receivables | Changes in the allowance for doubtful finance receivables for the three months ended March 31, 2024 and 2023 were as follows (in thousands): Three months ended March 31, 2024 2023 Beginning balance $ 3,428 $ 2,275 Provision for bad debt 1,362 1,148 Net write-offs Write-offs (1,195) (1,381) Recoveries 133 214 Net (write-offs) recoveries (1,062) (1,167) Ending balance $ 3,728 $ 2,256 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2024 were as follows (in thousands): 2024 $ 4,749 2025 6,001 2026 5,732 2027 5,414 2028 5,105 Thereafter 22,060 Total lease payments 49,061 Less imputed interest (17,171) Total $ 31,890 |
Schedule of Operating Lease Recorded on Balance Sheets | The following amounts relate to operating leases that were recorded on the Company's Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023 (in thousands): March 31, December 31, Operating lease right of use assets: Other assets $ 32,120 $ 16,858 Operating lease liabilities: Accrued other liabilities 3,231 1,647 Other long-term liabilities 28,659 15,034 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Auction marketplace revenue $ 67,329 $ 54,002 Other marketplace revenue 54,569 42,691 Data services revenue 7,916 8,170 Marketplace and service revenue $ 129,814 $ 104,863 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the three months ended March 31, 2024 (in thousands, except for share and per share amounts): Number of Weighted- Intrinsic Weighted- Outstanding, December 31, 2023 6,296,350 $ 2.49 $ 79,728 4.83 Exercised (719,039) 3.34 Forfeited (1,611) 5.42 Expired (4,352) 5.32 Outstanding, March 31, 2024 5,571,348 $ 2.37 $ 91,345 4.50 Exercisable, March 31, 2024 5,292,470 $ 2.18 $ 87,800 4.42 |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity for the three months ended March 31, 2024 (in thousands, except for share and per share amounts): Number of RSUs Weighted- Outstanding, December 31, 2023 7,237,920 $ 14.37 Granted 608,294 $ 15.65 Vested (1,068,053) $ 14.98 Forfeited (115,198) $ 14.50 Outstanding, March 31, 2024 6,662,963 $ 14.37 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 and 2023 (in thousands, except share data): Three months ended March 31, 2024 2023 Class A Class B Class A Class B Numerator: Net loss attributable to common stockholders $ (17,718) $ (2,753) $ (14,393) $ (3,807) Denominator: Weighted-average number of shares of common stock - Basic and diluted 140,979,870 21,909,772 125,500,186 33,194,733 Net loss per share attributable to common stockholders: Basic and diluted $ (0.13) $ (0.13) $ (0.11) $ (0.11) |
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 March 31, 2024 2023 Unvested RSUs and other awards 2,385,164 1,082,627 Stock options 4,800,879 5,281,394 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The aggregate purchase price for the Alliance Auto Auctions acquisition was preliminarily allocated to the assets and liabilities assumed as follows (in thousands): Assets Acquired Cash and cash equivalents $ 2,465 Trade receivables 14,855 Finance receivables — Other current assets 815 Property & equipment, net 892 Goodwill & intangibles 72,424 Other assets 8,305 Total assets acquired $ 99,756 Liabilities Assumed Accounts payable $ 14,945 Accrued payroll 381 Accrued other liabilities 2,012 Deferred revenue 60 Other long-term liabilities 7,362 Total liabilities assumed 24,760 Net assets acquired $ 74,996 |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2024 industrySegment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Available-for-Sale Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Cash equivalents: | ||
Amortized Cost | $ 209,845 | $ 182,571 |
Marketable securities: | ||
Amortized Cost | 132,390 | 229,488 |
Unrealized Gain | 4 | 140 |
Unrealized Losses | (763) | (867) |
Fair Value | 131,631 | 228,761 |
Corporate securities | ||
Marketable securities: | ||
Amortized Cost | 110,948 | 199,084 |
Unrealized Gain | 1 | 115 |
Unrealized Losses | (681) | (819) |
Fair Value | 110,268 | 198,380 |
U.S. treasury and agency securities | ||
Marketable securities: | ||
Amortized Cost | 21,442 | 30,404 |
Unrealized Gain | 3 | 25 |
Unrealized Losses | (82) | (48) |
Fair Value | $ 21,363 | 30,381 |
Cash equivalents | ||
Cash equivalents: | ||
Amortized Cost | 1,213 | |
Unrealized Gain | 0 | |
Unrealized Losses | (1) | |
Fair Value | 1,212 | |
Corporate securities | ||
Cash equivalents: | ||
Amortized Cost | 1,213 | |
Unrealized Gain | 0 | |
Unrealized Losses | (1) | |
Fair Value | $ 1,212 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Fair Values of Available-for-Sale Financial Instruments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Due within one year | $ 94,440 |
Due in one to five years | 37,191 |
Total | $ 131,631 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities | $ 131,631 | $ 228,761 |
Total financial assets | 150,335 | 252,406 |
Corporate securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities | 110,268 | 198,380 |
U.S. treasury and agency securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities | 21,363 | 30,381 |
Money market funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents | 18,704 | 22,433 |
Corporate securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents | 1,212 | |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total financial assets | 32,753 | 42,497 |
Level 1 | Corporate securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | U.S. treasury and agency securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities | 14,049 | 20,064 |
Level 1 | Money market funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents | 18,704 | 22,433 |
Level 1 | Corporate securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents | 0 | |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total financial assets | 117,582 | 209,909 |
Level 2 | Corporate securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities | 110,268 | 198,380 |
Level 2 | U.S. treasury and agency securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities | 7,314 | 10,317 |
Level 2 | Money market funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | Corporate securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents | 1,212 | |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total financial assets | 0 | 0 |
Level 3 | Corporate securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | U.S. treasury and agency securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents | $ 0 | 0 |
Level 3 | Corporate securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents | $ 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 2,868 | $ 4,860 |
Provision for bad debt | 732 | 1,028 |
Net write-offs | ||
Write-offs | (264) | (3,963) |
Recoveries | 595 | 2,446 |
Net (write-offs) recoveries | 331 | (1,517) |
Ending balance | $ 3,931 | $ 4,371 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 3,428 | $ 2,275 |
Provision for bad debt | 1,362 | 1,148 |
Net write-offs | ||
Write-offs | (1,195) | (1,381) |
Recoveries | 133 | 214 |
Net (write-offs) recoveries | (1,062) | (1,167) |
Ending balance | $ 3,728 | $ 2,256 |
Guarantees, Commitments and C_2
Guarantees, Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments And Contingencies [Line Items] | ||
Guarantee term | 10 days | |
Sale price of vehicles with outstanding guarantee | $ 219 | $ 142.8 |
Carrying amount of the liability | 1.5 | 1.2 |
Accrued Other Liabilities | ||
Commitments And Contingencies [Line Items] | ||
Recognized probable loss contingency | $ 1.7 | $ 1.8 |
Borrowings (Details)
Borrowings (Details) - USD ($) $ in Millions | Jun. 01, 2023 | Aug. 24, 2021 | Mar. 31, 2024 | Dec. 31, 2023 |
Revolving Credit Facility | 2021 Revolver | ||||
Debt Instrument [Line Items] | ||||
Maximum principal amount | $ 160 | |||
SOFR floor | 0% | |||
Outstanding letter of credit issued | $ 125 | $ 115 | ||
Outstanding letter of credit | $ 3.1 | $ 2.1 | ||
Interest rate on outstanding borrowings | 10.25% | |||
Revolving Credit Facility | 2021 Revolver | Secured Overnight Financing Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Revolving Credit Facility | 2021 Revolver | Secured Overnight Financing Rate | Credit Spread Adjustment One | ||||
Debt Instrument [Line Items] | ||||
Credit spread adjustment | 0.11% | |||
Credit spread adjustment term | 1 month | |||
Revolving Credit Facility | 2021 Revolver | Secured Overnight Financing Rate | Credit Spread Adjustment Two | ||||
Debt Instrument [Line Items] | ||||
Credit spread adjustment | 0.26% | |||
Credit spread adjustment term | 3 months | |||
Revolving Credit Facility | 2021 Revolver | Secured Overnight Financing Rate | Credit Spread Adjustment Three | ||||
Debt Instrument [Line Items] | ||||
Credit spread adjustment | 0.43% | |||
Credit spread adjustment term | 6 months | |||
Revolving Credit Facility | 2021 Revolver | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Interest rate | 1% | |||
Revolving Credit Facility | 2021 Revolver | NYFRB | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Revolving Credit Facility | First Amendment to Loan and Security Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum principal amount | $ 160 | |||
Letter Of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum principal amount | $ 20 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease costs | $ 1.3 | $ 0.4 |
Weighted-average remaining term | 9 years 8 months 12 days | 7 years 3 months 18 days |
Weighted-average discount rate | 10% | 5% |
Right of use assets in exchange for new lease liabilities | $ 14 | $ 0 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
2024 | $ 4,749 |
2025 | 6,001 |
2026 | 5,732 |
2027 | 5,414 |
2028 | 5,105 |
Thereafter | 22,060 |
Total lease payments | 49,061 |
Less imputed interest | (17,171) |
Total | $ 31,890 |
Leases - Leases Recorded on Bal
Leases - Leases Recorded on Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating lease right of use assets: | ||
Other assets | $ 32,120 | $ 16,858 |
Operating lease liabilities: | ||
Accrued other liabilities | 3,231 | 1,647 |
Other long-term liabilities | $ 28,659 | $ 15,034 |
Revenue - Summary of Primary Co
Revenue - Summary of Primary Components of Revenue, Level of Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Marketplace and service | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 129,814 | $ 104,863 |
Auction marketplace revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 67,329 | 54,002 |
Other marketplace revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 54,569 | 42,691 |
Data services revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 7,916 | $ 8,170 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Disaggregation of Revenue [Abstract] | ||
Contract liabilities | $ 5.4 | $ 4.2 |
Revenue recognized | $ 4.2 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Options | ||
Outstanding, beginning of period (in shares) | 6,296,350 | |
Exercised (in shares) | (719,039) | |
Forfeited (in shares) | (1,611) | |
Expired (in shares) | (4,352) | |
Outstanding, end of period (in shares) | 5,571,348 | 6,296,350 |
Exercisable (in shares) | 5,292,470 | |
Weighted- Average Exercise Price Per Share | ||
Outstanding, beginning of period (in dollars per share) | $ 2.49 | |
Exercised (in dollars per share) | 3.34 | |
Forfeited (in dollars per share) | 5.42 | |
Expired (in dollars per share) | 5.32 | |
Outstanding, end of period (in dollars per share) | 2.37 | $ 2.49 |
Exercisable (in dollars per share) | $ 2.18 | |
Intrinsic Value, Outstanding, Beginning of period | $ 79,728 | |
Intrinsic Value, Outstanding, End of period | 91,345 | $ 79,728 |
Intrinsic Value, Exercisable | $ 87,800 | |
Weighted Average Remaining Contractual Term, Outstanding | 4 years 6 months | 4 years 9 months 29 days |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 5 months 1 day |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of restricted stock unit (Details) - RSUs | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of RSUs | |
Outstanding, beginning of period (in shares) | shares | 7,237,920 |
Granted (in shares) | shares | 608,294 |
Vested (in shares) | shares | (1,068,053) |
Forfeited (in shares) | shares | (115,198) |
Outstanding, end of period (in shares) | shares | 6,662,963 |
Weighted- Average Grant-Date Fair Value | |
Outstanding, beginning of period (in dollars per shares) | $ / shares | $ 14.37 |
Granted (in dollars per share) | $ / shares | 15.65 |
Vested (in dollars per share) | $ / shares | 14.98 |
Forfeited (in dollars per share) | $ / shares | 14.50 |
Outstanding, end of period (in dollars per shares) | $ / shares | $ 14.37 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) agreement shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of contingently returnable share agreements | agreement | 2 |
2024 Agreements | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average period of recognized term | 3 years 9 months 18 days |
Common stock authorized | shares | 773,099 |
Compensation expense related to unvested shares | $ 10.6 |
Restricted Stock Units and Common Stock Option | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Compensation expense related to restricted stock | $ 84.7 |
Weighted average period of recognized term | 2 years 3 months 18 days |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (2.00%) | (2.00%) |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Denominator: | ||
Weighted-average number of shares of common stock - Basic (in shares) | 162,889,642 | 158,694,919 |
Weighted-average number of shares of common stock - Diluted (in shares) | 162,889,642 | 158,694,919 |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (0.13) | $ (0.11) |
Diluted (in dollars per share) | $ (0.13) | $ (0.11) |
Common Stock Class A | ||
Numerator: | ||
Net loss attributable to common stockholders | $ (17,718) | $ (14,393) |
Denominator: | ||
Weighted-average number of shares of common stock - Basic (in shares) | 140,979,870 | 125,500,186 |
Weighted-average number of shares of common stock - Diluted (in shares) | 140,979,870 | 125,500,186 |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (0.13) | $ (0.11) |
Diluted (in dollars per share) | $ (0.13) | $ (0.11) |
Common Stock Class B | ||
Numerator: | ||
Net loss attributable to common stockholders | $ (2,753) | $ (3,807) |
Denominator: | ||
Weighted-average number of shares of common stock - Basic (in shares) | 21,909,772 | 33,194,733 |
Weighted-average number of shares of common stock - Diluted (in shares) | 21,909,772 | 33,194,733 |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (0.13) | $ (0.11) |
Diluted (in dollars per share) | $ (0.13) | $ (0.11) |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Unvested RSUs and other awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted net loss per share | 2,385,164 | 1,082,627 |
Stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted net loss per share | 4,800,879 | 5,281,394 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 13, 2024 USD ($) | Mar. 08, 2024 USD ($) | Jan. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) business | Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||
Number of businesses acquired | business | 3 | ||||
Goodwill | $ 169,305 | $ 103,379 | |||
Alliance Auto Auctions | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 66,400 | ||||
Consideration shares issued (in shares) | shares | 639,976 | ||||
Fair value of consideration shares | $ 8,600 | ||||
The March 8th, 2024 Acquisition | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 26,700 | ||||
Goodwill | 8,100 | ||||
Intangible assets | 13,000 | ||||
Net assets (liabilities) assumed | $ 5,600 | ||||
The March 13th, 2024 Acquisition | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 19,100 | ||||
Goodwill | 18,700 | ||||
Intangible assets | 1,000 | ||||
Net assets (liabilities) assumed | $ (600) |
Acquisitions - Assets and Liabi
Acquisitions - Assets and Liabilities Assumed (Details) - Alliance Auto Auctions $ in Thousands | Jan. 30, 2024 USD ($) |
Assets Acquired | |
Cash and cash equivalents | $ 2,465 |
Trade receivables | 14,855 |
Finance receivables | 0 |
Other current assets | 815 |
Property & equipment, net | 892 |
Goodwill & intangibles | 72,424 |
Other assets | 8,305 |
Total assets acquired | 99,756 |
Liabilities Assumed | |
Accounts payable | 14,945 |
Accrued payroll | 381 |
Accrued other liabilities | 2,012 |
Deferred revenue | 60 |
Other long-term liabilities | 7,362 |
Total liabilities assumed | 24,760 |
Net assets acquired | $ 74,996 |