Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CARGURUS, INC. | |
Trading Symbol | CARG | |
Entity Central Index Key | 0001494259 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-38233 | |
Entity Tax Identification Number | 04-3843478 | |
Entity Address, Address Line One | 2 Canal Park | |
Entity Address, Address Line Two | 4th Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02141 | |
City Area Code | 617 | |
Local Phone Number | 354-0068 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 97,319,091 | |
Class B Common Stock | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,999,173 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash and cash equivalents | $ 456,696 | $ 469,517 | |
Accounts receivable, net of allowance for doubtful accounts of $1,054 and $1,809, respectively | 42,395 | 46,817 | |
Inventory | 1,637 | 5,282 | |
Prepaid expenses, prepaid income taxes and other current assets | 18,114 | 21,972 | |
Deferred contract costs | 9,387 | 8,541 | |
Restricted cash | 14,985 | 5,237 | |
Total current assets | 543,214 | 557,366 | |
Property and equipment, net | 42,748 | 40,128 | |
Intangible assets, net | 45,552 | 53,054 | |
Goodwill | 157,689 | 157,467 | |
Operating lease right-of-use assets | 196,413 | 56,869 | |
Restricted cash | 9,378 | ||
Deferred tax assets | 47,385 | 35,488 | |
Deferred contract costs, net of current portion | 10,446 | 8,853 | |
Other non-current assets | 8,132 | 8,499 | |
Total assets | 1,051,579 | 927,102 | [1] |
Current liabilities | |||
Accounts payable | 42,701 | 32,529 | |
Accrued expenses, accrued income taxes and other current liabilities | 45,010 | 39,193 | |
Deferred revenue | 20,808 | 12,249 | |
Operating lease liabilities | 15,480 | 14,762 | |
Total current liabilities | 123,999 | 98,733 | |
Operating lease liabilities | 194,931 | 51,656 | |
Deferred tax liabilities | 30 | 54 | |
Other non–current liabilities | 4,336 | 5,301 | |
Total liabilities | 323,296 | 155,744 | |
Commitments and contingencies (Note 8) | |||
Redeemable noncontrolling interest | 32,475 | 36,749 | |
Stockholders’ equity: | |||
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized; no shares issued and outstanding | |||
Additional paid-in capital | 357,748 | 413,092 | |
Retained earnings | 339,175 | 323,043 | |
Accumulated other comprehensive loss | (1,229) | (1,644) | |
Total stockholders’ equity | 695,808 | 734,609 | |
Total liabilities, redeemable noncontrolling interest and stockholders’ equity | 1,051,579 | 927,102 | |
Class A Common Stock | |||
Stockholders’ equity: | |||
Common stock | 98 | 102 | |
Class B Common Stock | |||
Stockholders’ equity: | |||
Common stock | $ 16 | $ 16 | |
[1] As of December 31, 2022, Digital Wholesale assets did not reflect certain Dealer-to-Dealer and IMCO related capitalized website development assets from the U.S. Marketplace segment. During the three months ended March 31, 2023, the Company updated Digital Wholesale assets to reflect certain Dealer-to-Dealer and IMCO related capitalized website development amortization assets from the U.S. Marketplace segment and accordingly updated Digital Wholesale assets as of December 31, 2022 for comparative purposes. |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 1,054 | $ 1,809 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 98,278,975 | 101,636,649 |
Common stock, shares outstanding | 98,278,975 | 101,636,649 |
Class B Common Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,999,173 | 15,999,173 |
Common stock, shares outstanding | 15,999,173 | 15,999,173 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Income Statements - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Revenue | |||
Total revenue | $ 231,963 | $ 430,608 | |
Cost of Goods and Services Sold [Abstract] | |||
Total cost of revenue | [1] | 76,983 | 248,733 |
Gross profit | 154,980 | 181,875 | |
Operating expenses: | |||
Sales and marketing | 75,577 | 87,581 | |
Product, technology, and development | 36,607 | 30,653 | |
General and administrative | 24,919 | 33,121 | |
Depreciation and amortization | 3,818 | 3,861 | |
Total operating expenses | 140,921 | 155,216 | |
Income from operations | 14,059 | 26,659 | |
Other income (expense), net: | |||
Interest income | 3,743 | 37 | |
Other income (expense), net | 595 | (156) | |
Total other income (expense), net | 4,338 | (119) | |
Income before income taxes | 18,397 | 26,540 | |
Provision for income taxes | 6,531 | 7,702 | |
Consolidated net income | 11,866 | 18,838 | |
Net loss attributable to redeemable noncontrolling interest | (4,266) | (1,072) | |
Net income attributable to CarGurus, Inc. | 16,132 | 19,910 | |
Accretion of redeemable noncontrolling interest to redemption value | 82,000 | ||
Net income (loss) attributable to common stockholders - basic | $ 16,132 | $ (62,090) | |
Net income (loss) per share attributable to common stockholders: (Note 10) | |||
Basic | $ 0.14 | $ (0.53) | |
Diluted | $ 0.10 | $ (0.53) | |
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders: | |||
Basic | 115,358,475 | 118,031,325 | |
Diluted | 115,915,737 | 118,031,325 | |
Marketplace [Member] | |||
Revenue | |||
Total revenue | $ 167,127 | $ 163,289 | |
Cost of Goods and Services Sold [Abstract] | |||
Total cost of revenue | [1] | 15,533 | 12,209 |
Wholesale [Member] | |||
Revenue | |||
Total revenue | 25,186 | 90,994 | |
Cost of Goods and Services Sold [Abstract] | |||
Total cost of revenue | [1] | 22,068 | 58,182 |
Product [Member] | |||
Revenue | |||
Total revenue | 39,650 | 176,325 | |
Cost of Goods and Services Sold [Abstract] | |||
Total cost of revenue | [1] | $ 39,382 | $ 178,342 |
[1] I ncludes depreciation and amortization expense for the three months ended March 31, 2023 and 2022 of $ 7,758 and $ 7,324 , respectively. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Income Statements (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Depreciation and amortization expense | $ 7,758 | $ 7,324 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Consolidated net income | $ 11,866 | $ 18,838 |
Other comprehensive income: | ||
Foreign currency translation adjustment | 415 | (489) |
Consolidated comprehensive income | 12,281 | 18,349 |
Comprehensive loss attributable to redeemable noncontrolling interests | (4,266) | (1,072) |
Comprehensive income attributable to CarGurus, Inc. | $ 16,547 | $ 19,421 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2021 | $ 516,841 | $ 102 | $ 16 | $ 387,868 | $ 129,258 | $ (403) | ||
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2021 | 162,808 | |||||||
Beginning balance, Shares at Dec. 31, 2021 | 101,773,034 | 15,999,173 | ||||||
Net (loss) income | 19,910 | 19,910 | ||||||
Redeemable Noncontrolling Interest, Net income (loss) | (1,072) | |||||||
Stock–based compensation expense | 15,353 | 15,353 | ||||||
Issuance of common stock upon exercise of stock options | 680 | 680 | ||||||
Issuance of common stock upon exercise of stock options, Shares | 74,163 | |||||||
Issuance of common stock upon vesting of restricted stock units, Shares | 451,084 | |||||||
Payment of withholding taxes on net share settlements of restricted stock units | (5,430) | (5,430) | ||||||
Payment of withholding taxes on net share settlements of restricted stock units, Shares | (155,736) | (155,736) | ||||||
Redeemable noncontrolling interest , accretion to redemption value | 82,000 | |||||||
Accretion of redeemable noncontrolling interest to redemption value | (82,000) | (82,000) | ||||||
Tax distribution to redeemable noncontrolling interest holders | (3,986) | |||||||
Foreign currency translation adjustment | (489) | (489) | ||||||
Ending balance at Mar. 31, 2022 | 464,865 | $ 102 | $ 16 | 398,471 | 67,168 | (892) | ||
Redeemable Noncontrolling Interest, Ending balance at Mar. 31, 2022 | 239,750 | |||||||
Ending balance, Shares at Mar. 31, 2022 | 102,142,545 | 15,999,173 | ||||||
Beginning balance at Dec. 31, 2022 | 734,609 | $ 102 | $ 16 | 413,092 | 323,043 | (1,644) | ||
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2022 | 36,749 | |||||||
Beginning balance, Shares at Dec. 31, 2022 | 101,636,649 | 15,999,173 | 101,636,649 | 15,999,173 | ||||
Net (loss) income | 16,132 | 16,132 | ||||||
Redeemable Noncontrolling Interest, Net income (loss) | (4,266) | |||||||
Stock–based compensation expense | 16,049 | 16,049 | ||||||
Issuance of common stock upon exercise of stock options | 19 | 19 | ||||||
Issuance of common stock upon exercise of stock options, Shares | 7,700 | |||||||
Issuance of common stock upon vesting of restricted stock units, Shares | 959,935 | |||||||
Payment of withholding taxes on net share settlements of restricted stock units | (5,652) | (5,652) | ||||||
Payment of withholding taxes on net share settlements of restricted stock units, Shares | (335,448) | (335,448) | ||||||
Repurchase of common stock, Shares | (3,989,861) | |||||||
Repurchase of common stock | (65,764) | $ (4) | (65,760) | |||||
Tax distribution to redeemable noncontrolling interest holders | (8) | |||||||
Foreign currency translation adjustment | 415 | 415 | ||||||
Ending balance at Mar. 31, 2023 | 695,808 | $ 98 | $ 16 | $ 357,748 | $ 339,175 | $ (1,229) | ||
Redeemable Noncontrolling Interest, Ending balance at Mar. 31, 2023 | $ 32,475 | |||||||
Ending balance, Shares at Mar. 31, 2023 | 98,278,975 | 15,999,173 | 98,278,975 | 15,999,173 |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities | ||
Consolidated net income | $ 11,866 | $ 18,838 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||
Depreciation and amortization | 11,576 | 11,185 |
Gain on sale of property and equipment | (460) | |
Currency (gain) loss on foreign denominated transactions | (198) | 84 |
Deferred taxes | (11,921) | (13,091) |
Provision for doubtful accounts | (300) | 150 |
Stock-based compensation expense | 14,904 | 14,147 |
Amortization of deferred financing costs | 129 | |
Amortization of deferred contract costs | 2,737 | 2,806 |
Impairment of long-lived assets | 175 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,858 | 39,973 |
Inventory | 3,645 | (1,336) |
Prepaid expenses, prepaid income taxes, and other assets | 4,652 | (2,127) |
Deferred contract costs | (5,138) | (2,997) |
Accounts payable | 10,268 | (4,062) |
Accrued expenses, accrued income taxes, and other liabilities | 4,542 | 30,087 |
Deferred revenue | 8,557 | (5) |
Lease obligations | 4,453 | (592) |
Net cash provided by operating activities | 66,345 | 93,060 |
Investing Activities | ||
Purchases of property and equipment | (2,398) | (1,230) |
Capitalization of website development costs | (3,489) | (2,506) |
Maturities of certificates of deposit | 30,000 | |
Net cash (used in) provided by investing activities | (5,887) | 26,264 |
Financing Activities | ||
Proceeds from issuance of common stock upon exercise of stock options | 19 | 680 |
Payment of finance lease obligations | (17) | (19) |
Payment of withholding taxes on net share settlements of restricted stock units | (2,066) | (5,430) |
Repurchase of common stock | (69,024) | |
Payment of tax distributions to redeemable noncontrolling interest holders | (28) | (8,519) |
Change in gross advance payments received from third-party transaction processor | (2,122) | (23,606) |
Net cash used in financing activities | (73,238) | (36,894) |
Impact of foreign currency on cash, cash equivalents, and restricted cash | 329 | (212) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (12,451) | 82,218 |
Cash, cash equivalents, and restricted cash at beginning of period | 484,132 | 248,280 |
Cash, cash equivalents, and restricted cash at end of period | 471,681 | 330,498 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 2,410 | 1,066 |
Cash paid for operating lease liabilities | 4,129 | 4,737 |
Cash paid for interest | 144 | |
Supplemental noncash disclosure of cash flow information: | ||
Unpaid purchases of property and equipment, capitalized website development, capitalized internal-use software and capitalized hosting arrangements | 1,822 | 269 |
Receivable from sale of property and equipment | 460 | |
Unpaid withholding taxes on net share settlement of restricted stock units | 3,590 | |
Unpaid repurchases of common stock | 1,030 | |
Capitalized stock-based compensation expense in website development and internal-use software costs and hosting arrangements | 1,145 | 1,206 |
Obtaining a right-of-use asset in exchange for an operating lease liability | 144,556 | |
Accretion of Redeemable Noncontrolling Interest to Redemption Value | 82,000 | |
Accrued tax (refunds from) distributions to redeemable noncontrolling interest holders | $ (4) | $ 4,168 |
Organization and Business Descr
Organization and Business Description | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Business Description | 1. Organization and Business Description CarGurus, Inc. (the "Company") is a multinational, online automotive platform for buying and selling vehicles that is building upon its industry-leading listings marketplace with both digital retail solutions and the CarOffer, LLC ("CarOffer") digital wholesale platform. The CarGurus platform gives consumers the confidence to buy and/or sell a vehicle either online or in-person, and it gives dealerships the power to accurately price, instantly acquire, effectively market, and quickly sell vehicles, all with a nationwide reach. The Company uses proprietary technology, search algorithms and data analytics to bring trust, transparency and competitive pricing to the automotive shopping experience. The Company is headquartered in Cambridge, Massachusetts and was incorporated in the State of Delaware on June 26, 2015 . The Company operates principally in the United States. In the United States, it also operates as independent brands the Autolist online marketplace, which it wholly owns, and the CarOffer digital wholesale platform, in which it holds a 51 % equity interest. In addition to the United States, the Company operates online marketplaces under the CarGurus brand in Canada and the United Kingdom. In the United Kingdom, it also operates as an independent brand the PistonHeads online marketplace, which it wholly owns. The Company has subsidiaries in the United States, Canada, Ireland, and the United Kingdom. Effective as of the fourth quarter of 2022, the Company revised its segment reporting from one reportable segment to two reportable segments – U.S. Marketplace and Digital Wholesale. See Note 12 of these Unaudited Condensed Consolidated Financial Statements for further segment reporting and geographic information. The Company is subject to a number of risks and uncertainties common to companies in its and similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, management of international activities, protection of proprietary rights, patent litigation, and dependence on key individuals. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying interim condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) are unaudited. The Unaudited Condensed Consolidated Financial Statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update of the Financial Accounting Standards Board (“FASB”). The Unaudited Condensed Consolidated Financial Statements have also been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and December 31, 2022, results of operations, comprehensive income, and changes in shareholders’ equity for the three months ended March 31, 2023 and 2022 and cash flows for the three months ended March 31, 2023 and 2022. These interim period results are not necessarily indicative of the results to be expected for any other interim period or the full year. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023 (the “Annual Report”). While the Company disclosed interest income within other income (expense), net in the Unaudited Condensed Consolidated Income Statements in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 9, 2022, the accompanying Unaudited Condensed Consolidated Income Statements for the quarter ended March 31, 2022 present interest income separately from other income (expense), net to conform to the current year presentation, as interest income met the threshold for separate disclosure. Principles of Consolidation The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure. Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Changes in estimates are recognized in the period in which they become known. Critical estimates relied upon in preparing the Unaudited Condensed Consolidated Financial Statements include the determination of sales allowance and variable consideration in the Company’s revenue recognition, allowance for doubtful accounts, the impairment of long-lived assets, the capitalization of product, technology, and development costs for website development, internal-use software and hosting arrangements, the valuation of acquired assets and liabilities, the valuation and recoverability of intangible assets and goodwill, the valuation of redeemable noncontrolling interest, the recoverability of the Company’s net deferred tax assets and related valuation allowance, the valuation of inventory, and the valuation of equity and liability-classified compensation awards. Accordingly, the Company considers these to be its critical accounting estimates, and believes that of the Company’s significant accounting policies, these involve the greatest degree of judgment and complexity. Concentration of Credit Risk The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and trade accounts receivable. The Company maintains its cash, and cash equivalents principally with accredited financial institutions of high credit standing. Although the Company deposits its cash and cash equivalents with multiple financial institutions, its deposits with each such financial institution exceed governmental insured limits. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. The majority of the Company's accounts receivable results from wholesale and product revenue transactions. The Company has had no material losses related to wholesale and product receivables as the third-party transaction processor does not release the title to the vehicle until successfully collecting funds from the buying dealer. Titling is handled by the Company's third-party transaction processor and is held in escrow until it collects funds from the buying dealer (i.e., title is legally transferred from the selling party to the buying party upon signing of bill of sale, but title is held in escrow by the third-party transaction processor until payment is received). Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. As of March 31, 2023 , no customers accounted for more than 10% of net accounts receivable. As of December 31, 2022 , one customer accounted for 13 % of net accounts receivable. The remainder of the accounts receivable was dispersed among more than 1,000 custo mers. The customer who accounted for greater than 10 % of net accounts receivable are related to wholesale and product receivables. The collection risk associated with these customers is mitigated because, as discussed above, the third-party transaction processor does not release the title on vehicles until funds are successfully collected. Furthermore, there is no significant credit risk with respect to accounts receivable because, other than the receivables associated with these customers, credit risk with respect to accounts receivable is dispersed due to the large number of customers. For the three months ended March 31, 2023 , no individual customer accounted for more than 10% of total revenue. For the three months ended March 31, 2022, one customer accounted for 13 % of total revenue due to the continued growth of the CarOffer business. The Company is exposed to credit losses primarily through its trade accounts receivable, which includes receivables in transit, net of payables due, from a third-party transaction processor. The third-party transaction processor collects customer payments on the Company's behalf and remits them to the Company. Customer payments received by the third-party transaction processor, but not remitted to the Company as of period end are deemed to be receivables in transit, net of payables due. Additionally, the third-party transaction processor provides payments in advance for certain selling dealers. If the third-party transaction processor does not receive buying dealer payments associated with the transaction paid in advance, the Company would guarantee losses incurred by the third-party transaction processor and the balance would be deducted from future remittances to the Company. To date, losses associated with these guarantees have not been material. Payments received in advance are presented as cash flows from financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. The Company offsets trade accounts receivables in transit, net of payables due, from the third-party transaction processor with payments received in advance from the third-party transaction processor as it has the right of offset. At any point in time, the Company could have amounts due from the third-party transaction processor for funds the third-party transaction processor has collected from buying dealers and has not yet remitted to the Company (i.e. receivables in transit, net of payables due), as well as amounts paid by the third-party transaction processor to the Company in advance of collecting payments from buying dealers (i.e. payments received in advance). Therefore, as the Company has the right to offset, the Company can either have a net receivable balance due from the third-party transaction processor which is recognized within accounts receivable, or the Company can have a net liability which is recognized within accrued expenses if the advance payments exceed the receivable position from the third-party transaction processor as of the balance sheet date. As of March 31, 2023, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $ 5,142 , offset by payments received in advance of $ 4,368 , which resulted in a net receivable of $ 774 recognized within accounts receivable, net in the Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2022, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $ 7,122 , offset by payments received in advance of $ 6,490 , which resulted in a net receivable of $ 632 recognized within accounts receivable, net in the Unaudited Condensed Consolidated Balance Sheets. As of March 31, 2023 and December 31, 2022, $ 7,950 and $ 7,150 , respectively , was included in net accounts receivable, representing unbilled accounts receivable relating primarily to advertising customers invoiced in the period subsequent to services rendered. Significant Accounting Policies The Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of March 31, 2023 , there have been no material changes in the Company’s significant accounting policies, which are detailed in the Annual Report. Recent Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company on or prior to the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. As of March 31, 2023 , there are no new material accounting pronouncements that the Company is considering adopting. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. Revenue Recognition The following table summarizes revenue from contracts with customers by services and products for the three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Marketplace $ 167,127 $ 163,289 Dealer-to-Dealer 28,705 105,491 Instant Max Cash Offer 36,131 161,828 Total $ 231,963 $ 430,608 The Company provides disaggregation of revenue by services and products, by income statement presentation, by segment, and by geographic region. Revenue by services and products is disaggregated by (i) marketplace services, (ii) Dealer-to-Dealer services and products, and (iii) Instant Max Cash Offer ("IMCO"), services and products as disclosed above. Revenue by income statement presentation is disaggregated by (i) marketplace, (ii) wholesale, and (iii) product revenue sources as disclosed in the Unaudited Condensed Consolidated Income Statements. Marketplace services are included within marketplace revenue in the consolidated income statements. Dealer-to-Dealer and IMCO services and products are included within both wholesale revenue and product revenue in the consolidated income statements. Revenue by segment is disaggregated by (i) U.S. Marketplace and (ii) Digital Wholesale segments as disclosed in Note 12 of these Unaudited Condensed Consolidated Financial Statements. Marketplace services are included in the U.S. Marketplace segment and in the Other category of segment reporting. Dealer-to-Dealer and IMCO services and products are included in the Digital Wholesale segment. Revenue by geographic region is disaggregated by (i) United States and (ii) International regions as disclosed in Note 12 of these Unaudited Condensed Consolidated Financial Statements. Marketplace services are provided in the United States and International regions. Dealer-to-Dealer and IMCO services and products are provided in the United States region. The Company believes these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. ASC Topic 606, Revenue from Contracts with Customer s (“ASC 606”) requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the relevant quarter end. For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied as of March 31, 2023 was approximately $ 14.2 million, which the Company expects to recognize over the next twelve months. For contracts with an original expected duration of one year or less, the Company has applied the practical expedient available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations as of March 31, 2023. For performance obligations not satisfied as of March 31, 2023, and to which this expedient applies, the nature of the performance obligations, the variable consideration and any consideration from contracts with customers not included in the transaction price is consistent with performance obligations satisfied as of March 31, 2023. For the three months ended March 31, 2023 and 2022, revenue recognized from amounts included in deferred revenue at the beginning of the period, was $ 12,249 and $ 12,784 , respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments As of March 31, 2023 and December 31, 2022, assets measured at fair value on a recurring basis consist of the following: As of March 31, 2023 Quoted Prices Significant Other Significant Total Cash equivalents: Money market funds $ 202,359 $ — $ — $ 202,359 Total $ 202,359 $ — $ — $ 202,359 As of December 31, 2022 Quoted Prices Significant Other Significant Total Cash equivalents: Money market funds $ 175,486 $ — $ — $ 175,486 Total $ 175,486 $ — $ — $ 175,486 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net As of March 31, 2023 and December 31, 2022, property and equipment, net consist of the following: As of As of Capitalized equipment $ 1,293 $ 7,877 Capitalized internal-use software 8,434 7,429 Capitalized website development 40,569 36,369 Furniture and fixtures 8,620 8,615 Leasehold improvements 24,301 24,225 Construction in progress 5,483 4,161 Finance lease right-of-use assets 387 420 89,087 89,096 Less accumulated depreciation and amortization ( 46,339 ) ( 48,968 ) Total $ 42,748 $ 40,128 For the three months ended March 31, 2023 and 2022, depreciation and amortization expense, excluding amortization of intangible assets, amortization of capitalized hosting arrangements, and write-offs, was $ 4,042 and $ 3,480 , respectively. For the three months ended March 31, 2023 , the Company wrote off $ 175 of Digital Wholesale segment capitalized website development costs within wholesale cost of revenue in the consolidated income statements related to certain developed technology in which the Company has decided to cease investment. For the three months ended March 31, 2022 , the Company did no t have any write-offs. During the three months ended March 31, 2023, capitalized equipment decreased $ 6,584 due primarily to disposal of the data center assets as a result of the Company's migration onto a cloud-based hosting platform. During the three months ended March 31, 2023, capitalized website development costs increased $ 4,200 due to continued investment in the Company's product offerings, offset by the write off Digital Wholesale segment capitalized website development costs. |
Accrued Expenses, Accrued Incom
Accrued Expenses, Accrued Income Taxes and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses, Accrued Income Taxes and Other Current Liabilities | 6. Accrued Expenses, Accrued Income Taxes and Other Current Liabilities As of March 31, 2023 and December 31, 2022, accrued expenses, accrued income taxes and other current liabilities consist of the following: As of As of Accrued bonus $ 5,736 $ 11,007 Accrued income taxes 16,477 2,063 Other accrued expenses and other current liabilities 22,797 26,123 Total $ 45,010 $ 39,193 The decrease of $ 5,271 in accrued bonus is due primarily to the payout of the second portion of the fiscal year 2022 bonuses in the first quarter of 2023, offset in part by the accrual for the fiscal year 2023 bonuses. The increase of $ 14,414 in accrued income taxes is due primarily to the impact of the amended IRC Section 174 research and expenditure (“R&E”) rules for U.S. income tax purposes and the lack of carryover tax attributes as the majority of the carryover tax attributes was utilized in the year 2022. The Tax Cuts and Jobs Act amended the R&E rules to require capitalization and amortization of product, technology and software development costs paid or incurred in tax years beginning after December 31, 2021. The decrease of $ 3,326 in other accrued expenses and other current liabilities is due to individually immaterial fluctuations. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt As of March 31, 2023 and December 31, 2022 , the Company had no long-term debt outstanding. Revolving Credit Facility On September 26, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, PNC Bank, National Association, as administrative agent and collateral agent and an L/C Issuer (as defined in the Credit Agreement), and the other lenders, L/C Issuers and parties thereto from time to time. The Credit Agreement consists of a revolving credit facility (the “2022 Revolver” ), which allows the Company to borrow up to $ 400.0 million, $ 50.0 million of which may be comprised of a letter of credit sub-facility (the "2022 Revolver Sub-facility"). The borrowing capacity under the Credit Agreement may be increased in accordance with the terms and subject to the adjustments as set forth in the Credit Agreement. For example, the borrowing capacity may be increased by an amount up to the greater of $ 250.0 million or 100 % of Four Quarter Consolidated EBITDA (as defined in the Credit Agreement) if certain criteria are met and subject to certain restrictions. Any such increase requires lender approval. Proceeds of any borrowings may be used for general corporate purposes. The 2022 Revolver is scheduled to mature on September 26, 2027 . The applicable interest rate is, at the Company's option, based on a number of different benchmark rates and applicable spreads, based on the ratio of the outstanding principal amount of the Company’s secured indebtedness to the trailing four quarters of consolidated EBITDA (as determined under the Credit Agreement, the “Consolidated Secured Net Leverage Ratio”). The Credit Agreement also requires the Company to pay a commitment fee to the lenders with respect of the unutilized revolving commitments at a rate ranging from 0.125 % to 0.175 % per annum based on the Consolidated Secured Net Leverage Ratio, as determined on a quarterly basis. The 2022 Revolver is secured by a first priority lien on substantially all tangible and intangible property of the Company and its subsidiary, AutoList, Inc., as well as any future guarantors, and pledges of the equity of CarOffer and certain wholly-owned subsidiaries, in each case subject to certain exceptions, limitations and exclusions from the collateral. The Credit Agreement includes customary events of default and requires the Company to comply with customary affirmative and negative covenants, including a financial covenant requiring that the Company not exceed certain Consolidated Secured Net Leverage Ratio ranges at the end of each fiscal quarter. The Company was in compliance with all covenants as of March 31, 2023. As of March 31, 2023 , there were no borrowings and $ 742 in letters of credit, which reduces the borrowing capacity under the 2022 Revolver to $ 399,258 . As of December 31, 2022 , there were no borrowings and no letters of credit outstanding under the 2022 Revolver. As of March 31, 2023, deferred financing costs were $ 2,313 . As of December 31, 2022, deferred financing costs were $ 2,442 . For the three months ended March 31, 2023, amortization expense associated with deferred financing costs was $ 129 . For the three months ended March 31, 2022, the Company did no t recognize any amortization expense associated with deferred financing costs. As of March 31, 2023 and December 31, 2022 , commitment fees under the 2022 Revolver were immaterial. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Contractual Obligations and Commitments As of March 31, 2023, all of the Company’s property, equipment, and externally sourced internal-use software have been purchased with cash with the exception of amounts related to unpaid property and equipment, capitalized website development, capitalized internal-use software and capitalized hosting arrangements and amounts related to obligations under finance leases as disclosed in the Unaudited Condensed Consolidated Statements of Cash Flows. In connection with the 1001 Boylston Street lease, the Company expects to spend approximately $ 69,815 , net of tenant reimbursements. As of March 31, 2023, the Company has incurred $ 4,363 in expenses and signed $ 3,582 in contract commitments, which have not yet been incurred. The Company has no other material long-term purchase obligations outstanding with any vendors or third-parties. Leases The Company’s lease obligations consist substantially of various leases for office space in: Boston, Massachusetts; Cambridge, Massachusetts; San Francisco, California; Addison, Texas; and Dublin, Ireland. As of March 31, 2023, there were no material changes in the Company’s leases from those disclosed in the Annual Report, other than those described below. New Material Leases The Company’s oper ating lease agreement in Boston, Massachusetts for 225,428 square feet at 1001 Boylston Street (the "1001 Boylston Street Lease") commenced on February 3, 2023 ("Delivery Date") as the Company has been granted access to begin its build out. The “Commencement Date” of the lease term is the earlier to occur of (i) the date that is twelve months following the Delivery Date (as defined in the lease) and (ii) the date that the Company first occupies the premises for the normal conduct of business for the Permitted Use (as defined in the lease). The initial term will commence on the Commencement Date and expire on the date that is one hundred and eighty full calendar months after the Commencement Date (plus the partial month, if any, immediately following the Commencement Date). The 1001 Boylston Street Lease provides for the option to terminate early under certain circumstances and contains options to extend the lease term for two additional periods of five years. The 1001 Boylston Street Lease provides for annual rent increases through the term of the lease, leasehold improvement incentives, and variable payments related to operating expenses, management fees, taxes, utilities, insurance, and maintenance expenses. It also contains both lease and non-lease components in the contract. Non-lease components relate to operating expenses, parking, utilities, and maintenance expenses. The Company expects to move into the office space in 2024. Lease Commitments As of March 31, 2023, future minimum lease payments for all leases are as follows: Year Ending December 31, Operating Remainder of 2023 $ 12,404 2024 15,792 2025 18,592 2026 22,334 2027 22,742 Thereafter 231,157 Total lease payments $ 323,021 Less imputed interest ( 112,610 ) Total $ 210,411 For the three months ended March 31, 2023 and 2022, the Company recognized $ 7,444 and $ 4,052 of lease costs, respectively. As of March 31, 2023, the weighted average remaining lease term was 13.2 years, and the weighted average discount rate was 5.6 % . As the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company estimated the incremental borrowing rate based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term. The Company has no historical debt transactions and a collateralized rate is estimated based on a group of peer companies. The Company used the incremental borrowing rate on January 1, 2019 for leases that commenced prior to that date. Sublease Income As of March 31, 2023, future minimum sublease income payments are as follows: Year Ending December 31, Sublease Remainder of 2023 $ 1,670 2024 1,951 2025 1,023 2026 — 2027 — Thereafter — Total $ 4,644 Restricted Cash The 1001 Boylston Street Lease and the Company’s leases in Cambridge, Massachusetts and San Francisco, California have associated letters of credit. As of December 31, 2022, all letters of credit were collateralized by cash which was recognized as restricted cash in the Unaudited Condensed Consolidated Balance Sheets. As of March 31, 2023, $ 742 of letters of credit were included under the 2022 Revolver Sub-facility, as the Company canceled two letters of credit associated with the San Francisco and the Cambridge (55 Cambridge Parkway) leases and reissued these letters of credit under the 2022 Revolver Sub-facility. As of March 31, 2023, $ 9,385 of letters of credit associated with the 1001 Boylston Street Lease and the Cambridge (2 Canal) lease remained collateralized by cash, which was recognized as restricted cash in the Unaudited Condensed Consolidated Balance Sheets. The Company canceled a letter of credit associated with the Cambridge (2 Canal) lease, however, the cash was recognized as restricted cash as of March 31, 2023, until it is released from the bank. The Company expects to cancel the letter of credit associated with the 1001 Boylston Street Lease and reissue a new letter of credit under the 2022 Revolver Sub-facility in the next twelve months. As of March 31, 2023 and December 31, 2022, restricted cash was $ 14,985 and $ 14,615 , respectively, and primarily related to cash held at a financial institution in an interest‑bearing cash account as collateral for the letters of credit related to the contractual provisions for the Company’s building leases and pass-through payments from customers related to the Company’s wholesale business. As of December 31, 2022, portions of restricted cash were classified as a short-term asset and long‑term asset, as disclosed in the Unaudited Condensed Consolidated Balance Sheet. During the three months ended March 31, 2023, the Company reclassified $ 8,885 of letters of credit from a long-term asset to a short-term asset as the Company expects to cancel and reissue the remaining letters of credit under the 2022 Revolver Sub-facility in the next twelve months. As of March 31, 2023, all restricted cash was classified as a short-term asset, as disclosed in the Unaudited Condensed Consolidated Balance Sheets. Acquisitions On January 14, 2021 the Company completed the acquisition of a 51 % interest in CarOffer , an automated instant vehicle trade platform based in Addison, Texas, with the option to acquire portions of the remaining equity in the future. During the year ended December 31, 2022, the Company determined not to exercise its call right to acquire up to an additional 25 % of the fully diluted capitalization of CarOffer. In the second half of 2024, the Company will have a call right to acquire all, and not less than all, of the remaining equity interests in CarOffer and the representative of the holders of the remaining equity will have a put right to sell to the Company, all, and not less than all, of the remaining equity interests in CarOffer. D etails of this acquisition are more fully described in Note 2 to the consolidated financial statements contained within the Annual Report. Legal Matters From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. The Company recognizes a liability when it believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability. The Company is not presently subject to any pending or threatened litigation that it believes, if determined adversely to the Company, individually, or taken together, would reasonably be expected to have a material adverse effect on its business or financial results. However, litigation is inherently unpredictable and the future outcome of legal proceedings and other contingencies may be unexpected or differ from the Company’s estimated liabilities, which could have a material adverse effect on the Company’s future financial results. Guarantees and Indemnification Obligations In the ordinary course of business, the Company enters into agreements with its customers, partners and service providers that include commercial provisions with respect to licensing, infringement, guarantees, indemnification, and other common provisions. The Company provides certain guarantees to dealers through products such as its 45 -Day Guarantee and OfferGuard service offerings on the CarOffer platform, which are accounted for under ASC Topic 460, Guarantees . 45-Day Guarantee is an arrangement through which a selling dealer lists a car on the CarOffer platform, and the Company provides an offer to purchase the vehicle listed at a specified price at any time over a 45-day period. This provides the seller with a put option, where they have the right, but not the obligation, to require the Company to purchase the vehicle during this window. OfferGuard is an arrangement through which a buying dealer purchases a car on the CarOffer platform, and the Company provides an offer to purchase the vehicle at a specified price between days 1 and 3, and days 42 and 45 if the dealer is not able to sell the vehicle after 42 days. A guarantee liability is initially measured using the amount of consideration received from the dealer for the purchase of the guarantee. The initial liability is released, and guarantee income is recognized, upon the earliest of the following: the vehicle sells during the guarantee period, the seller exercises its put option during the guarantee period, or the option expires unexercised at the end of the guarantee period. Guarantee income is recognized within wholesale revenue in the Unaudited Condensed Consolidated Income Statements . Gains and losses resulting from dealers' exercise of guarantees are recognized within wholesale cost of revenue in the Unaudited Condensed Consolidated Balance Sheets. When it is probable and reasonably estimable that the Company will incur a loss on a vehicle that it is required to purchase, a liability and a corresponding charge to wholesale cost of revenue is recognized for the amount of the loss in the Unaudited Condensed Consolidated Balance Sheets. For the three months ended March 31, 2023 and 2022, income for guarantees purchased by dealers was $ 614 and $ 3,303 , respectively. For the three months ended March 31, 2023, the gains, net of loss, recognized within cost of revenue in the Unaudited Condensed Consolidated Income Statements resulting from dealers' exercise of guarantees was $ 75 . For the three months ended March 31, 2022, the loss, net of gains, recognized within cost of revenue in the Unaudited Condensed Consolidated Income Statements resulting from dealers' exercise of guarantees was $ 1,824 . As of March 31, 2023, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $ 27,594 . Of the maximum potential amount of future payments, the losses that are probable were immaterial. As such, as of March 31, 2023 , the Company had no material contingent loss liabilities. As of December 31, 2022, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $ 31,056 . Of the maximum potential amount of future payments, the losses that were probable were immaterial. As such, as of December 31, 2022 , the Company had no material contingent loss liabilities. |
Stock-based Compensation and Co
Stock-based Compensation and Common Stock Share Repurchases | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation and Common Stock Share Repurchases | 9. Stock-based Comp ensation and Common Stock Share Repurchases Stock-based Compensation Expense For the three months ended March 31, 2023 and 2022, stock-based compensation expense by award type and where the stock-based compensation expense was recognized in the Unaudited Condensed Consolidated Income Statements is as follows: Three Months Ended 2023 2022 Options $ 614 $ 644 Restricted Stock Units 14,363 13,503 CO Incentive Units and Subject Units — 13,695 Total $ 14,977 $ 27,842 The decrease of $ 13,695 for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 in CO Incentive Units and Subject Units (as each term is defined in Note 2 to the consolidated financial statements contained within the Annual Report) stock-based compensation expense was due to a decrease in the valuation of the awards to zero, following the mark to market valuation adjustments. Three Months Ended 2023 2022 Cost of revenue $ 143 $ 136 Sales and marketing expense 3,084 3,983 Product, technology, and development expense 6,289 6,368 General and administrative expense 5,461 17,355 Total $ 14,977 $ 27,842 For the three months ended March 31, 2023 and 2022, stock-based compensation expense excluded $ 1,145 and $ 1,206 , respectively, of capitalized website development costs, capitalized internal-use software costs and capitalized hosting arrangements. During the three months ended March 31, 2023 and 2022, the Company withheld 335,448 , and 155,736 shares of Class A common stock, respectively, to satisfy employee tax withholding requirements for net share settlements of restricted stock units. The shares withheld return to the authorized, but unissued pool under the Company's Omnibus Incentive Compensation Plan and can be reissued by the Company. For the three months ended March 31, 2023, total payments to satisfy employee tax withholding requirements for net share settlements of restricted stock units were $ 5,656 , of which $ 2,066 was paid and reflected as a financing activity in the Unaudited Condensed Consolidated Statements of Cash Flows and $ 3,590 was unpaid and reflected as a supplemental noncash disclosure in the Unaudited Condensed Consolidated Statements of Cash Flows. For the three months ended March 31, 2022, total payments to satisfy employee tax withholding requirements for net share settlements of restricted stock units were $ 5,430 , all of which were paid and reflected as a financing activity in the Unaudited Condensed Consolidated Statements of Cash Flows. Common Stock Share Repurchases On December 8, 2022, the Company announced that its Board of Directors authorized a new share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its Class A common stock for an aggregate purchase price not to exceed $ 250 million. Repurchases under the Share Repurchase Program may be made through a variety of methods, including but not limited to open market purchases, privately negotiated transactions and transactions that may be effected pursuant to one or more plans under Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Share Repurchase Program does not obligate the Company to repurchase any minimum dollar amount or number of shares. The Share Repurchase Program has an expiration date of December 31, 2023, and prior to its expiration may be modified, suspended, or discontinued by the Company’s Board of Directors at any time without prior notice. All repurchased shares will be retired. The Company expects to fund any share repurchases through cash on hand and cash generated from operations. During the three months ended March 31, 2023, the Company repurchased and retired 3,989,861 shares for $ 65,151 , exclusive of commissions and excise tax, at an average cost of $ 16.33 per share, under this authorization. As of March 31, 2023, the Company had remaining authorization to purchase up to $ 166,158 of the Company's Class A common stock under the Share Repurchase Program. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. Earnings Per Share The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share . Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chairman. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net income per share. As a result, basic and diluted net income per share of Class A common stock and per share of Class B common stock are equivalent. During the three months ended March 31, 2023 and 2022 , no shares of Class B common stock were converted into Class A common stock. Basic net income (loss) per share (“Basic EPS”) is computed by dividing consolidated net income adjusted for net loss attributable to redeemable noncontrolling interest and changes in the redemption value of redeemable noncontrolling interest, if applicable, by the weighted-average number of common shares outstanding during the reporting period. The Company computes the weighted-average number of common shares outstanding during the reporting period using the total number of shares of Class A common stock and Class B common stock outstanding as of the last day of the previous year plus the weighted-average of any additional shares issued and outstanding during the reporting period, less the weighted-average of any shares repurchased during the period. Diluted net income (loss) per share (“Diluted EPS”) gives effect to all potentially dilutive securities. Diluted EPS is computed by dividing consolidated net income adjusted for net loss attributable to redeemable noncontrolling interest and changes in the redemption value of redeemable noncontrolling interest, if applicable and dilutive, by the weighted-average number of common shares outstanding during the reporting period using (i) the number of shares of common stock used in the Basic EPS calculation as indicated above, (ii) if dilutive, the incremental weighted-average common stock that the Company would issue upon the exercise of stock options and the vesting of RSUs, and (iii) if dilutive, market-based performance awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. The if-converted method is used to calculate the number of shares issuable upon exercise of the 2024 Put Right (as defined in Note 2 to the consolidated financial statements contained within the Annual Report), inclusive of CarOffer noncontrolling interest and incentive and subject units, that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period. For the three months ended March 31, 2023 and 2022, a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: Three Months Ended 2023 2022 Numerator: Consolidated net income $ 11,866 $ 18,838 Net loss attributable to redeemable noncontrolling interest ( 4,266 ) ( 1,072 ) Accretion of redeemable noncontrolling interest to redemption value — 82,000 Net income (loss) attributable to common stockholders — basic $ 16,132 $ ( 62,090 ) Net loss attributable to redeemable noncontrolling interest ( 4,266 ) — Net income (loss) attributable to common stockholders — diluted $ 11,866 $ ( 62,090 ) Denominator: Weighted-average number of shares of common stock used 115,358,475 118,031,325 Dilutive effect of share equivalents resulting from stock 229,679 — Dilutive effect of share equivalents resulting from 327,583 — Weighted-average number of shares of common stock 115,915,737 118,031,325 Net income (loss) per share attributable to common stockholders: Basic $ 0.14 $ ( 0.53 ) Diluted $ 0.10 $ ( 0.53 ) For the three months ended March 31, 2023 and 2022, potentially dilutive common stock equivalents that have been excluded from the calculation of diluted weighted-average shares outstanding as their effect would have been anti-dilutive are as follows: Three Months Ended 2023 2022 Stock options outstanding 560,027 944,193 Restricted stock units outstanding 3,207,191 4,076,681 CO Incentive Units, Subject Units and noncontrolling interest — 7,790,110 For the three months ended March 31, 2023, the number of issuable shares estimated upon exercise of the 2024 Put Right was zero. For the three months ended March 31, 2022, there was no effect of potentially dilutive shares as the numerator was negative. Additionally, during the three months ended March 31, 2022 , the Company modified its market-based performance awards to contain only service-based vesting conditions in line with the Company's other restricted stock unit awards. As a result, there are no market-based RSUs outstanding as of March 31, 2023 or 2022 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes During the three months ended March 31, 2023, the Company recorded an income tax provision of $ 6,531 , representing an effective tax rate of 28.8 % . The effective tax rate for the three months ended March 31, 2023 was greater than the statutory rate of 21 %, principally due to state and local income taxes, shortfalls on the taxable compensation of stock-based awards and the Section 162(m) excess officer compensation limitation, partially offset by federal and state research and development tax credits. During the three months ended March 31, 2022, the Company recorded an income tax provision of $ 7,702 , representing an effective tax rate of 27.9 % . The effective tax rate for the three months ended March 31, 2022 was greater than the statutory tax rate of 21 %, principally due to state and local income taxes, shortfalls on the taxable compensation of stock-based awards and the Section 162(m) excess officer compensation limitation, partially offset by federal and state research and development tax credits. The Company and its subsidiaries are subject to various U.S. federal, state, and foreign income tax examinations. The Company is currently not subject to income tax examination for the tax years of 2018 and prior as a result of applicable statute of limitations of the Internal Revenue Service and a majority of applicable state jurisdictions. The Company is currently not subject to examination in its foreign jurisdictions for tax years 2017 and prior. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 12. Segment and Geographic Information Effective as of the fourth quarter of 2022, the Company revised its segment reporting from one reportable segment to two reportable segments, U.S. Marketplace and Digital Wholesale. The change in segment reporting was a triggering event for an evaluation of goodwill impairment. As such, the Company evaluated for goodwill impairment on December 31, 2022 and did not identify any impairment to its goodwill. The change in segment reporting was made to align with financial reporting results regularly provided to the Company's CODM to assess the business. The CODM reviews segment revenue and segment income (loss) from operations as a proxy for the performance of the Company’s operations. The U.S. Marketplace segment derives revenues from marketplace services from customers within the United States. The Digital Wholesale segment derives revenues from Dealer-to-Dealer and IMCO services and products which are sold on the CarOffer platform. The Company also has two operating segments which are individually immaterial and therefore aggregated into the Other category to reconcile reportable segments to the consolidated income statements. The Other category derives revenues from marketplace services from customers outside of the United States. Revenue and costs discretely incurred by reportable segments, including depreciation and amortization, are included in the calculation of reportable segment income (loss) from operations. For the year ended December 31, 2022, Digital Wholesale segment income (loss) from operations did not reflect certain Dealer-to-Dealer and IMCO related capitalized website development amortization incurred by the U.S. Marketplace segment. During the three months ended March 31, 2023, the Company updated Digital Wholesale segment income (loss) from operations to reflect certain Dealer-to-Dealer and IMCO related capitalized website development amortization incurred by the U.S. Marketplace segment and accordingly updated Digital Wholesale segment income (loss) from operations for the three months ended March 31, 2022 for comparative purposes. Digital Wholesale segment income (loss) from operations also reflects certain IMCO marketing and lead generation fees allocated from the U.S. Marketplace segment. Asset information by reportable segment is not provided to the CODM as asset information is assessed and reviewed on a consolidated basis. For the three months ended March 31, 2023 and 2022, segment revenue, segment income (loss) from operations and segment depreciation and amortization are as follows: Three Months Ended 2023 2022 Segment Revenue U.S. Marketplace $ 155,621 $ 151,889 Digital Wholesale 64,836 267,319 Other 11,506 11,400 Total $ 231,963 $ 430,608 Three Months Ended 2023 2022 Segment Income (Loss) from Operations: U.S. Marketplace $ 26,539 $ 29,836 Digital Wholesale ( 11,225 ) ( 2,111 ) Other ( 1,255 ) ( 1,066 ) Total $ 14,059 $ 26,659 Three Months Ended 2023 2022 Segment Depreciation and Amortization: U.S. Marketplace $ 2,740 $ 2,940 Digital Wholesale 8,693 8,122 Other 143 123 Total $ 11,576 $ 11,185 For the three months ended March 31, 2023 and 2022, a reconciliation between segment income from operations to consolidated income before income taxes is as follows: Three Months Ended 2023 2022 Total segment income from operations $ 14,059 $ 26,659 Other income (expense), net 4,338 ( 119 ) Consolidated income before income taxes $ 18,397 $ 26,540 As of March 31, 2023 and December 31, 2022, segment assets are as follows: As of As of (1) Segment Assets: U.S. Marketplace $ 710,139 $ 525,103 Digital Wholesale 293,329 358,289 Other 48,111 43,710 Total $ 1,051,579 $ 927,102 (1) As of December 31, 2022, Digital Wholesale assets did not reflect certain Dealer-to-Dealer and IMCO related capitalized website development assets from the U.S. Marketplace segment. During the three months ended March 31, 2023, the Company updated Digital Wholesale assets to reflect certain Dealer-to-Dealer and IMCO related capitalized website development amortization assets from the U.S. Marketplace segment and accordingly updated Digital Wholesale assets as of December 31, 2022 for comparative purposes. For the three months ended March 31, 2023 and 2022, revenue by geographic region is as follows: Three Months Ended 2023 2022 Revenue by Geographic Region: United States $ 220,457 $ 419,208 International 11,506 11,400 Total $ 231,963 $ 430,608 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) are unaudited. The Unaudited Condensed Consolidated Financial Statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update of the Financial Accounting Standards Board (“FASB”). The Unaudited Condensed Consolidated Financial Statements have also been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and December 31, 2022, results of operations, comprehensive income, and changes in shareholders’ equity for the three months ended March 31, 2023 and 2022 and cash flows for the three months ended March 31, 2023 and 2022. These interim period results are not necessarily indicative of the results to be expected for any other interim period or the full year. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023 (the “Annual Report”). While the Company disclosed interest income within other income (expense), net in the Unaudited Condensed Consolidated Income Statements in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 9, 2022, the accompanying Unaudited Condensed Consolidated Income Statements for the quarter ended March 31, 2022 present interest income separately from other income (expense), net to conform to the current year presentation, as interest income met the threshold for separate disclosure. |
Principles of Consolidation | Principles of Consolidation The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Subsequent Event Considerations | Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure. |
Use of Estimates | Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Changes in estimates are recognized in the period in which they become known. Critical estimates relied upon in preparing the Unaudited Condensed Consolidated Financial Statements include the determination of sales allowance and variable consideration in the Company’s revenue recognition, allowance for doubtful accounts, the impairment of long-lived assets, the capitalization of product, technology, and development costs for website development, internal-use software and hosting arrangements, the valuation of acquired assets and liabilities, the valuation and recoverability of intangible assets and goodwill, the valuation of redeemable noncontrolling interest, the recoverability of the Company’s net deferred tax assets and related valuation allowance, the valuation of inventory, and the valuation of equity and liability-classified compensation awards. Accordingly, the Company considers these to be its critical accounting estimates, and believes that of the Company’s significant accounting policies, these involve the greatest degree of judgment and complexity. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and trade accounts receivable. The Company maintains its cash, and cash equivalents principally with accredited financial institutions of high credit standing. Although the Company deposits its cash and cash equivalents with multiple financial institutions, its deposits with each such financial institution exceed governmental insured limits. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. The majority of the Company's accounts receivable results from wholesale and product revenue transactions. The Company has had no material losses related to wholesale and product receivables as the third-party transaction processor does not release the title to the vehicle until successfully collecting funds from the buying dealer. Titling is handled by the Company's third-party transaction processor and is held in escrow until it collects funds from the buying dealer (i.e., title is legally transferred from the selling party to the buying party upon signing of bill of sale, but title is held in escrow by the third-party transaction processor until payment is received). Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. As of March 31, 2023 , no customers accounted for more than 10% of net accounts receivable. As of December 31, 2022 , one customer accounted for 13 % of net accounts receivable. The remainder of the accounts receivable was dispersed among more than 1,000 custo mers. The customer who accounted for greater than 10 % of net accounts receivable are related to wholesale and product receivables. The collection risk associated with these customers is mitigated because, as discussed above, the third-party transaction processor does not release the title on vehicles until funds are successfully collected. Furthermore, there is no significant credit risk with respect to accounts receivable because, other than the receivables associated with these customers, credit risk with respect to accounts receivable is dispersed due to the large number of customers. For the three months ended March 31, 2023 , no individual customer accounted for more than 10% of total revenue. For the three months ended March 31, 2022, one customer accounted for 13 % of total revenue due to the continued growth of the CarOffer business. The Company is exposed to credit losses primarily through its trade accounts receivable, which includes receivables in transit, net of payables due, from a third-party transaction processor. The third-party transaction processor collects customer payments on the Company's behalf and remits them to the Company. Customer payments received by the third-party transaction processor, but not remitted to the Company as of period end are deemed to be receivables in transit, net of payables due. Additionally, the third-party transaction processor provides payments in advance for certain selling dealers. If the third-party transaction processor does not receive buying dealer payments associated with the transaction paid in advance, the Company would guarantee losses incurred by the third-party transaction processor and the balance would be deducted from future remittances to the Company. To date, losses associated with these guarantees have not been material. Payments received in advance are presented as cash flows from financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. The Company offsets trade accounts receivables in transit, net of payables due, from the third-party transaction processor with payments received in advance from the third-party transaction processor as it has the right of offset. At any point in time, the Company could have amounts due from the third-party transaction processor for funds the third-party transaction processor has collected from buying dealers and has not yet remitted to the Company (i.e. receivables in transit, net of payables due), as well as amounts paid by the third-party transaction processor to the Company in advance of collecting payments from buying dealers (i.e. payments received in advance). Therefore, as the Company has the right to offset, the Company can either have a net receivable balance due from the third-party transaction processor which is recognized within accounts receivable, or the Company can have a net liability which is recognized within accrued expenses if the advance payments exceed the receivable position from the third-party transaction processor as of the balance sheet date. As of March 31, 2023, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $ 5,142 , offset by payments received in advance of $ 4,368 , which resulted in a net receivable of $ 774 recognized within accounts receivable, net in the Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2022, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $ 7,122 , offset by payments received in advance of $ 6,490 , which resulted in a net receivable of $ 632 recognized within accounts receivable, net in the Unaudited Condensed Consolidated Balance Sheets. As of March 31, 2023 and December 31, 2022, $ 7,950 and $ 7,150 , respectively , was included in net accounts receivable, representing unbilled accounts receivable relating primarily to advertising customers invoiced in the period subsequent to services rendered. |
Significant Accounting Policies | Significant Accounting Policies The Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of March 31, 2023 , there have been no material changes in the Company’s significant accounting policies, which are detailed in the Annual Report. |
Recent Accounting Pronouncements not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company on or prior to the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. As of March 31, 2023 , there are no new material accounting pronouncements that the Company is considering adopting. |
Earnings Per Share | The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share . Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chairman. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net income per share. As a result, basic and diluted net income per share of Class A common stock and per share of Class B common stock are equivalent. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue from Contracts with Customers by Product | The following table summarizes revenue from contracts with customers by services and products for the three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Marketplace $ 167,127 $ 163,289 Dealer-to-Dealer 28,705 105,491 Instant Max Cash Offer 36,131 161,828 Total $ 231,963 $ 430,608 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Levels, Assets Measured at Fair Value on Recurring Basis | As of March 31, 2023 and December 31, 2022, assets measured at fair value on a recurring basis consist of the following: As of March 31, 2023 Quoted Prices Significant Other Significant Total Cash equivalents: Money market funds $ 202,359 $ — $ — $ 202,359 Total $ 202,359 $ — $ — $ 202,359 As of December 31, 2022 Quoted Prices Significant Other Significant Total Cash equivalents: Money market funds $ 175,486 $ — $ — $ 175,486 Total $ 175,486 $ — $ — $ 175,486 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | As of March 31, 2023 and December 31, 2022, property and equipment, net consist of the following: As of As of Capitalized equipment $ 1,293 $ 7,877 Capitalized internal-use software 8,434 7,429 Capitalized website development 40,569 36,369 Furniture and fixtures 8,620 8,615 Leasehold improvements 24,301 24,225 Construction in progress 5,483 4,161 Finance lease right-of-use assets 387 420 89,087 89,096 Less accumulated depreciation and amortization ( 46,339 ) ( 48,968 ) Total $ 42,748 $ 40,128 |
Accrued Expenses, Accrued Inc_2
Accrued Expenses, Accrued Income Taxes and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses, Accrued Income Taxes and Other Current Liabilities | As of March 31, 2023 and December 31, 2022, accrued expenses, accrued income taxes and other current liabilities consist of the following: As of As of Accrued bonus $ 5,736 $ 11,007 Accrued income taxes 16,477 2,063 Other accrued expenses and other current liabilities 22,797 26,123 Total $ 45,010 $ 39,193 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | As of March 31, 2023, future minimum lease payments for all leases are as follows: Year Ending December 31, Operating Remainder of 2023 $ 12,404 2024 15,792 2025 18,592 2026 22,334 2027 22,742 Thereafter 231,157 Total lease payments $ 323,021 Less imputed interest ( 112,610 ) Total $ 210,411 |
Schedule of Future Minimum Sublease Income Payments | As of March 31, 2023, future minimum sublease income payments are as follows: Year Ending December 31, Sublease Remainder of 2023 $ 1,670 2024 1,951 2025 1,023 2026 — 2027 — Thereafter — Total $ 4,644 |
Stock-based Compensation and _2
Stock-based Compensation and Common Stock Share Repurchases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expense by Award Type | For the three months ended March 31, 2023 and 2022, stock-based compensation expense by award type and where the stock-based compensation expense was recognized in the Unaudited Condensed Consolidated Income Statements is as follows: Three Months Ended 2023 2022 Options $ 614 $ 644 Restricted Stock Units 14,363 13,503 CO Incentive Units and Subject Units — 13,695 Total $ 14,977 $ 27,842 |
Summary of Allocation of Stock-based Compensation Expense | Three Months Ended 2023 2022 Cost of revenue $ 143 $ 136 Sales and marketing expense 3,084 3,983 Product, technology, and development expense 6,289 6,368 General and administrative expense 5,461 17,355 Total $ 14,977 $ 27,842 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share | For the three months ended March 31, 2023 and 2022, a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: Three Months Ended 2023 2022 Numerator: Consolidated net income $ 11,866 $ 18,838 Net loss attributable to redeemable noncontrolling interest ( 4,266 ) ( 1,072 ) Accretion of redeemable noncontrolling interest to redemption value — 82,000 Net income (loss) attributable to common stockholders — basic $ 16,132 $ ( 62,090 ) Net loss attributable to redeemable noncontrolling interest ( 4,266 ) — Net income (loss) attributable to common stockholders — diluted $ 11,866 $ ( 62,090 ) Denominator: Weighted-average number of shares of common stock used 115,358,475 118,031,325 Dilutive effect of share equivalents resulting from stock 229,679 — Dilutive effect of share equivalents resulting from 327,583 — Weighted-average number of shares of common stock 115,915,737 118,031,325 Net income (loss) per share attributable to common stockholders: Basic $ 0.14 $ ( 0.53 ) Diluted $ 0.10 $ ( 0.53 ) |
Schedule of Potentially Dilutive Common Stock Equivalents Excluded from Calculation of Diluted Weighted-average Shares Outstanding | For the three months ended March 31, 2023 and 2022, potentially dilutive common stock equivalents that have been excluded from the calculation of diluted weighted-average shares outstanding as their effect would have been anti-dilutive are as follows: Three Months Ended 2023 2022 Stock options outstanding 560,027 944,193 Restricted stock units outstanding 3,207,191 4,076,681 CO Incentive Units, Subject Units and noncontrolling interest — 7,790,110 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Segment Revenue, Income (Loss) and Depreciation and Amortization | For the three months ended March 31, 2023 and 2022, segment revenue, segment income (loss) from operations and segment depreciation and amortization are as follows: Three Months Ended 2023 2022 Segment Revenue U.S. Marketplace $ 155,621 $ 151,889 Digital Wholesale 64,836 267,319 Other 11,506 11,400 Total $ 231,963 $ 430,608 Three Months Ended 2023 2022 Segment Income (Loss) from Operations: U.S. Marketplace $ 26,539 $ 29,836 Digital Wholesale ( 11,225 ) ( 2,111 ) Other ( 1,255 ) ( 1,066 ) Total $ 14,059 $ 26,659 Three Months Ended 2023 2022 Segment Depreciation and Amortization: U.S. Marketplace $ 2,740 $ 2,940 Digital Wholesale 8,693 8,122 Other 143 123 Total $ 11,576 $ 11,185 |
Summary of Reconciliation Between Segment Income from Operations | For the three months ended March 31, 2023 and 2022, a reconciliation between segment income from operations to consolidated income before income taxes is as follows: Three Months Ended 2023 2022 Total segment income from operations $ 14,059 $ 26,659 Other income (expense), net 4,338 ( 119 ) Consolidated income before income taxes $ 18,397 $ 26,540 |
Summary of Assets by Segment | As of March 31, 2023 and December 31, 2022, segment assets are as follows: As of As of (1) Segment Assets: U.S. Marketplace $ 710,139 $ 525,103 Digital Wholesale 293,329 358,289 Other 48,111 43,710 Total $ 1,051,579 $ 927,102 (1) As of December 31, 2022, Digital Wholesale assets did not reflect certain Dealer-to-Dealer and IMCO related capitalized website development assets from the U.S. Marketplace segment. During the three months ended March 31, 2023, the Company updated Digital Wholesale assets to reflect certain Dealer-to-Dealer and IMCO related capitalized website development amortization assets from the U.S. Marketplace segment and accordingly updated Digital Wholesale assets as of December 31, 2022 for comparative purposes. |
Summary of Revenue by Geographic Region | For the three months ended March 31, 2023 and 2022, revenue by geographic region is as follows: Three Months Ended 2023 2022 Revenue by Geographic Region: United States $ 220,457 $ 419,208 International 11,506 11,400 Total $ 231,963 $ 430,608 |
Organization and Business Des_2
Organization and Business Description - Additional Information (Details) - Segment | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jan. 14, 2021 | |
Business Acquisition [Line Items] | ||||
State of incorporation | DE | |||
Date of incorporation | Jun. 26, 2015 | |||
Number of reportable segments | 2 | 2 | 1 | |
Car Offer | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of interest acquired | 51% | 51% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) Customer $ / shares | Mar. 31, 2022 Customer | Dec. 31, 2022 USD ($) Customer $ / shares | Jan. 14, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Description of significant off-balance sheet risk | The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. | |||
Accrued expenses, accrued income taxes and other current liabilities | $ 45,010 | $ 39,193 | ||
Accounts receivable, net | 42,395 | 46,817 | ||
Trade Accounts Receivable [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Trade accounts receivable from receivables in transit, net of payables due, from the third-party payment processor | 774 | 632 | ||
Receivables offset by payments received in advance | 4,368 | 6,490 | ||
Accounts receivable, net | $ 5,142 | $ 7,122 | ||
Class A Common Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Car Offer | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Business acquisition, percentage of interest acquired | 51% | 51% | ||
Sales Revenue, Net | Customer Concentration Risk | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of major customers | Customer | 0 | 1 | ||
Sales Revenue, Net | Customer Concentration Risk | Customer One | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of credit risk, percentage | 13% | |||
Net Accounts Receivable | Advertising Customers | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Unbilled accounts receivable | $ 7,950 | $ 7,150 | ||
Net Accounts Receivable | Customer Concentration Risk | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of major customers | Customer | 0 | 1 | ||
Net Accounts Receivable | Customer Concentration Risk | Customer One | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of credit risk, percentage | 13% | |||
Minimum | Net Accounts Receivable | Customer Concentration Risk | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of major customers | Customer | 1,000 | |||
Minimum | Net Accounts Receivable | Customer Concentration Risk | Customer One | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of credit risk, percentage | 10% | |||
Call Option | Car Offer | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Business acquisition, option to acquire remaining percentage of interest | 25% |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue from Contracts with Customers by Product (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 231,963 | $ 430,608 |
Marketplace | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 167,127 | 163,289 |
Dealer-to-Dealer | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 28,705 | 105,491 |
Instant Max Cash Offer | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 36,131 | $ 161,828 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized | $ 12,249 | $ 12,784 |
Performance obligation unsatisfied | $ 14,200 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Levels, Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 202,359 | $ 175,486 |
Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 202,359 | 175,486 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 202,359 | 175,486 |
Money Market Funds | Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 202,359 | $ 175,486 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 89,087 | $ 89,096 |
Less accumulated depreciation and amortization | (46,339) | (48,968) |
Property and equipment, net | 42,748 | 40,128 |
Capitalized Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,293 | 7,877 |
Capitalized internal-use software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,434 | 7,429 |
Capitalized Website Development | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 40,569 | 36,369 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,620 | 8,615 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 24,301 | 24,225 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,483 | 4,161 |
Finance Lease Right-of-use Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 387 | $ 420 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization excluding amortization of intangible assets and capitalized hosting arrangements | $ 4,042,000 | $ 3,480,000 |
Digital Wholesale | ||
Property, Plant and Equipment [Line Items] | ||
Write-offs in capitalized website development costs | 175,000 | $ 0 |
Capitalized Website Development | ||
Property, Plant and Equipment [Line Items] | ||
Increase (decrease) in property and equipment | 4,200,000 | |
Capitalized Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Increase (decrease) in property and equipment | $ (6,584,000) |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets - Summary of Changes in Carrying Value of Goodwill (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2020 | $ 157,467 |
Balance at June 30, 2021 | $ 157,689 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 45,552 | $ 53,054 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Estimated Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Net Carrying Amount | $ 45,552 | $ 53,054 |
Accrued Expenses, Accrued Inc_3
Accrued Expenses, Accrued Income Taxes and Other Current Liabilities - Schedule of Accrued Expenses, Accrued Income Taxes and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued bonus | $ 5,736 | $ 11,007 |
Accrued income taxes | 16,477 | 2,063 |
Other accrued expenses and other current liabilities | 22,797 | 26,123 |
Total | $ 45,010 | $ 39,193 |
Accrued Expenses, Accrued Inc_4
Accrued Expenses, Accrued Income Taxes and Other Current Liabilities - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Payables and Accruals [Abstract] | |
Decrease in accrued bonus | $ 5,271 |
Increase in accured income taxes | 14,414 |
Decrease in other accrued expenses and other current liabilities | $ 3,326 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Sep. 26, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Long-term debt outstanding | $ 0 | $ 0 | ||
Line of credit facility maturity date | Sep. 26, 2027 | |||
Amortization of deferred financing costs | $ 129,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maximum borrowing amount | $ 400,000,000 | 399,258,000 | ||
Letter of credit facility | 0 | 0 | ||
Line of credit facility increased in maximum borrowing capacity | $ 250,000,000 | |||
Increase in borrowing capacity equal to percentage of four quarter EBDITA | 100% | |||
Deferred financing costs | 2,313,000 | 2,442,000 | ||
Amortization of deferred financing costs | 129,000 | $ 0 | ||
Minimum | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility unutilized commitment fee percentage | 0.125% | |||
Maximum | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility unutilized commitment fee percentage | 0.175% | |||
Letter of Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Letter of credit facility | $ 50,000,000 | $ 742,000 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | ||||
Mar. 31, 2023 USD ($) Days | Mar. 31, 2022 USD ($) | Feb. 03, 2023 ft² | Dec. 31, 2022 USD ($) | Jan. 14, 2021 | |
Commitments And Contingencies [Line Items] | |||||
Restricted cash | $ 14,985,000 | $ 14,615,000 | |||
Lease costs | $ 7,444,000 | $ 4,052,000 | |||
Weighted average remaining lease term | 13 years 2 months 12 days | ||||
Weighted average discount rate | 5.60% | ||||
Reclassified line of credit from long-term asset to short-term asset | $ 8,885,000 | ||||
Guarantee income | 614,000 | 3,303,000 | |||
Exercise of guarantee net loss | $ 1,824,000 | ||||
Exercise of guarantee net gain | 75,000 | ||||
Maximum potential amount of future payments required to make under guarantees | 27,594,000 | 31,056,000 | |||
2022 Revolver Sub-facility | |||||
Commitments And Contingencies [Line Items] | |||||
Letter of credit facility | 0 | 0 | |||
1001 Boylston Street | |||||
Commitments And Contingencies [Line Items] | |||||
Contract commitments | 3,582,000 | ||||
Expected contractual obligations and commitments in connection with lease net of tenant reimbursements | 69,815,000 | ||||
Contractual obligations incurred expenses | $ 4,363,000 | ||||
Area of land | ft² | 225,428 | ||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||||
Operating lease, option to extend | options to extend the lease term for two additional periods of five years. | ||||
San Francisco and Cambridge | 2022 Revolver Sub-facility | |||||
Commitments And Contingencies [Line Items] | |||||
Letter of credit facility | $ 742,000 | ||||
1001 Boylston Street and Cambridge | |||||
Commitments And Contingencies [Line Items] | |||||
Letter of credit facility | $ 9,385,000 | ||||
Car Offer | |||||
Commitments And Contingencies [Line Items] | |||||
Business acquisition, percentage of interest acquired | 51% | 51% | |||
Guarantees, description | provides certain guarantees to dealers through products such as its 45-Day Guarantee and OfferGuard service offerings on the CarOffer platform, which are accounted for under ASC Topic 460, Guarantees. | ||||
Number of days guarantee period | Days | 45 | ||||
Loss contingent liabilities | $ 0 | $ 0 | |||
Call Option | Car Offer | |||||
Commitments And Contingencies [Line Items] | |||||
Business acquisition, option to acquire remaining percentage of interest | 25% |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 | $ 12,404 |
2024 | 15,792 |
2025 | 18,592 |
2026 | 22,334 |
2027 | 22,742 |
Thereafter | 231,157 |
Total lease payments | 323,021 |
Less imputed interest | (112,610) |
Total | $ 210,411 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Sublease Income Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 | $ 1,670 |
2024 | 1,951 |
2025 | 1,023 |
Total | $ 4,644 |
Stock-based Compensation and _3
Stock-based Compensation and Common Stock Share Repurchases - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 08, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Capitalized website development and internal-use software costs excluded from stock-based compensation expense | $ 1,145 | $ 1,206 | |
Payment of withholding taxes on net share settlements of restricted stock units | (2,066) | (5,430) | |
Unpaid withholding taxes on net share settlement of restricted stock units | 3,590 | ||
Employee tax withholding requirements for net share settlements of equity awards | $ 5,656 | $ 5,430 | |
Number of shares repurchased and retired | 3,989,861 | ||
Share repurchased and retired, value | $ 65,151 | ||
Share repurchased and retired at average cost price per share | $ 16.33 | ||
Class A Common Stock | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Employee tax withholding requirements and option costs due to net share settlement | 335,448 | 155,736 | |
Remaining value of authorized shares repurchased | $ 166,158 | ||
Class A Common Stock | Maximum | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Aggregate share repurchase price | $ 250,000 | ||
CarOffer Incentive Units and Subject Units | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Decrease in stock-based compensation expense | $ 13,695 |
Stock-based Compensation and _4
Stock-based Compensation and Common Stock Share Repurchases - Summary of Stock-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 14,977 | $ 27,842 |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | 614 | 644 |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 14,363 | 13,503 |
CarOffer Incentive Units and Subject Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 13,695 |
Stock-based Compensation and _5
Stock-based Compensation and Common Stock Share Repurchases - Summary of Allocation of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | $ 14,977 | $ 27,842 |
Cost of Revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | 143 | 136 |
Sales and Marketing Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | 3,084 | 3,983 |
Product, Technology, and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | 6,289 | 6,368 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | $ 5,461 | $ 17,355 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2023 Vote shares | Mar. 31, 2022 shares | |
Earnings Per Share Basic [Line Items] | ||
Conversion of stock, description | Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chairman. | |
Undistributed earnings ratio used to calculate allocation to class of stock | 100% | |
Market Based Performance Award RSU | ||
Earnings Per Share Basic [Line Items] | ||
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding | 0 | 0 |
Class A Common Stock | ||
Earnings Per Share Basic [Line Items] | ||
Right to voting | one vote per share | |
Number of votes entitled to stockholders per share | Vote | 1 | |
Conversion of stock | 0 | 0 |
Class B Common Stock | ||
Earnings Per Share Basic [Line Items] | ||
Right to voting | ten votes per share | |
Number of votes entitled to stockholders per share | Vote | 10 | |
Class of share converted to another class | one share of Class A common stock | |
Conversion of stock | 1 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Consolidated net income | $ 11,866 | $ 18,838 |
Net loss attributable to redeemable noncontrolling interest | (4,266) | (1,072) |
Accretion of redeemable noncontrolling interest to redemption value | 82,000 | |
Net income (loss) attributable to common stockholders - basic | 16,132 | (62,090) |
Net loss attributable to redeemable noncontrolling interest | (4,266) | |
Net income (loss) attributable to common stockholders - diluted | $ 11,866 | $ (62,090) |
Denominator: | ||
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — basic | 115,358,475 | 118,031,325 |
Dilutive effect of share equivalents resulting from stock options | 229,679 | |
Dilutive effect of share equivalents resulting from unvested restricted stock units | 327,583 | |
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted | 115,915,737 | 118,031,325 |
Net income (loss) per share attributable to common stockholders: | ||
Basic | $ 0.14 | $ (0.53) |
Diluted | $ 0.10 | $ (0.53) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Potentially Dilutive Common Stock Equivalents Excluded from Calculation of Diluted Weighted-average Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding | 560,027 | 944,193 |
Restricted Stock Units Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding | 3,207,191 | 4,076,681 |
CO Incentive Units, Subject Units and noncontrolling interest | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding | 7,790,110 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Examination [Line Items] | ||
Income tax provision (benefit) | $ 6,531 | $ 7,702 |
Effective income tax rate | 28.80% | 27.90% |
Statutory tax rate | 21% | 21% |
Revenue Commissioners, Ireland | Foreign | ||
Income Tax Examination [Line Items] | ||
Open tax year | 2017 | |
Internal Revenue Service (IRS) | ||
Income Tax Examination [Line Items] | ||
Open tax year | 2018 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) - Segment | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 2 | 2 | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of Segment Revenue, Income (Loss) and Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total Revenue | $ 231,963 | $ 430,608 |
Income (Loss) from Operations | 14,059 | 26,659 |
Depreciation and Amortization | 11,576 | 11,185 |
U.S. Marketplace | ||
Segment Reporting Information [Line Items] | ||
Total Revenue | 155,621 | 151,889 |
Income (Loss) from Operations | 26,539 | 29,836 |
Depreciation and Amortization | 2,740 | 2,940 |
Digital Wholesale | ||
Segment Reporting Information [Line Items] | ||
Total Revenue | 64,836 | 267,319 |
Income (Loss) from Operations | (11,225) | (2,111) |
Depreciation and Amortization | 8,693 | 8,122 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total Revenue | 11,506 | 11,400 |
Income (Loss) from Operations | (1,255) | (1,066) |
Depreciation and Amortization | $ 143 | $ 123 |
Segment and Geographic Inform_5
Segment and Geographic Information - Summary of Reconciliation Between Segment Income from Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting [Abstract] | ||
Total segment income from operations | $ 14,059 | $ 26,659 |
Other income (expense), net | 4,338 | (119) |
Income before income taxes | $ 18,397 | $ 26,540 |
Segment and Geographic Inform_6
Segment and Geographic Information - Summary of Assets by Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | [1] |
Segment Reporting Information [Line Items] | |||
Total assets | $ 1,051,579 | $ 927,102 | |
U.S. Marketplace | |||
Segment Reporting Information [Line Items] | |||
Total assets | 710,139 | 525,103 | |
Digital Wholesale | |||
Segment Reporting Information [Line Items] | |||
Total assets | 293,329 | 358,289 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Total assets | $ 48,111 | $ 43,710 | |
[1] As of December 31, 2022, Digital Wholesale assets did not reflect certain Dealer-to-Dealer and IMCO related capitalized website development assets from the U.S. Marketplace segment. During the three months ended March 31, 2023, the Company updated Digital Wholesale assets to reflect certain Dealer-to-Dealer and IMCO related capitalized website development amortization assets from the U.S. Marketplace segment and accordingly updated Digital Wholesale assets as of December 31, 2022 for comparative purposes. |
Segment and Geographic Inform_7
Segment and Geographic Information - Summary of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue by Geographic Region: | ||
Total Revenue | $ 231,963 | $ 430,608 |
United States | ||
Revenue by Geographic Region: | ||
Total Revenue | 220,457 | 419,208 |
International | ||
Revenue by Geographic Region: | ||
Total Revenue | $ 11,506 | $ 11,400 |