Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | ACV Auctions Inc. | |
Entity Central Index Key | 0001637873 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ACVA | |
Amendment Flag | false | |
Title of 12(b) Security | Class A common stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-40256 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2415221 | |
Entity Address, Address Line One | 640 Ellicott Street, #321 | |
Entity Address, City or Town | Buffalo | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14203 | |
City Area Code | 800 | |
Local Phone Number | 553-4070 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,032,500 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 135,497,249 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenue | $ 69,086 | $ 42,237 |
Operating expenses: | ||
Operations and technology | 21,591 | 16,946 |
Selling, general, and administrative | 23,965 | 23,071 |
Depreciation And Amortization | 1,768 | 1,209 |
Total operating expenses | 86,219 | 70,113 |
Loss from operations | (17,133) | (27,876) |
Other income (expense): | ||
Interest Income | 26 | 509 |
Interest expense | (210) | (111) |
Total other income (expense) | (184) | 398 |
Loss before income taxes | (17,317) | (27,478) |
Provision for income taxes | 58 | 47 |
Net loss | $ (17,375) | $ (27,525) |
Weighted-average shares - basic and diluted | 34,288,035 | 21,197,244 |
Net loss per share - basic and diluted | $ 0.51 | $ 1.30 |
Marketplace And Service Cost [Member] | ||
Operating expenses: | ||
Cost of revenue | $ 29,509 | $ 21,607 |
Customer Assurance Cost [Member] | ||
Operating expenses: | ||
Cost of revenue | 9,386 | 7,280 |
Marketplace And Service Revenue [Member] | ||
Total revenue | 58,392 | 34,596 |
Customer Assurance Revenue [Member] | ||
Total revenue | $ 10,694 | $ 7,641 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (17,375) | $ (27,525) |
Other comprehensive income (loss): | ||
Foreign currency translation (loss) gain | 50 | (7) |
Comprehensive loss | $ (17,325) | $ (27,532) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets : | ||
Cash and cash equivalents | $ 659,688 | $ 233,725 |
Trade receivables (net of allowance of $2,591 and $2,093) | 188,524 | 104,138 |
Finance receivables (net of allowance of $61 and $40) | 16,044 | 8,501 |
Other current assets | 12,846 | 8,041 |
Total current assets | 877,102 | 354,405 |
Property and equipment, net | 5,499 | 4,912 |
Goodwill | 21,820 | 21,820 |
Acquired intangible assets, net | 10,673 | 11,491 |
Internal-use software costs, net | 9,652 | 7,775 |
Operating lease right-of-use assets | 1,823 | 2,000 |
Other assets | 1,280 | 2,147 |
Total assets | 927,849 | 404,550 |
Current Liabilities : | ||
Accounts payable | 293,395 | 151,967 |
Accrued payroll | 11,858 | 8,109 |
Accrued other liabilities | 7,455 | 4,375 |
Deferred revenue | 3,785 | 1,504 |
Operating lease liabilities | 766 | 746 |
Total current liabilities | 317,259 | 166,701 |
Long-term operating lease liabilities | 1,122 | 1,323 |
Long-term debt | 6,582 | 4,832 |
Other long-term liabilities | 5,137 | 5,054 |
Total liabilities | 330,100 | 177,910 |
Convertible Preferred Stock : | ||
Convertible preferred stock; $0.001 par value; 0 and 115,269,221 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 0 | 366,332 |
Stockholders' Equity (Deficit) : | ||
Preferred Stock; $0.001 par value; 20,000,000 and 0 shares authorized; 0 and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | ||
Common stock | 22 | |
Additional paid-in capital | 781,956 | 27,322 |
Accumulated deficit | (184,354) | (166,979) |
Accumulated other comprehensive loss | (7) | (57) |
Total stockholders' equity (deficit) | 597,749 | (139,692) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 927,849 | 404,550 |
Common Class A [Member] | ||
Stockholders' Equity (Deficit) : | ||
Common stock | 19 | |
Common Class B [Member] | ||
Stockholders' Equity (Deficit) : | ||
Common stock | $ 135 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, Allowance | $ 2,591 | $ 2,093 |
Financing Receivable, Allowance | $ 61 | $ 40 |
Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 230,538,501 |
Temporary equity, shares issued | 0 | 115,269,221 |
Temporary equity, shares outstanding | 0 | 115,269,221 |
Common Class A [Member] | ||
Common stock, shares authorized | 2,000,000,000 | |
Common Class B [Member] | ||
Common stock, shares authorized | 160,000,000 | |
Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 0 | 311,100,000 |
Common stock, shares issued | 0 | 22,331,842 |
Common stock, shares outstanding | 0 | 22,331,842 |
Common Stock [Member] | Common Class A [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 0 |
Common stock, shares issued | 19,032,500 | 0 |
Common stock, shares outstanding | 19,032,500 | 0 |
Common Stock [Member] | Common Class B [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 160,000,000 | 0 |
Common stock, shares issued | 135,494,653 | 0 |
Common stock, shares outstanding | 135,494,653 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | Convertible Preferred Stock [Member] | Common Stock [Member] | Common Class A [Member] | Common Class B [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | I P O [Member] | I P O [Member]Common Class A [Member] | I P O [Member]Common Class B [Member] | I P O [Member]Additional Paid In Capital [Member] |
Balance at Dec. 31, 2019 | $ 311,468 | |||||||||||
Balance, Shares at Dec. 31, 2019 | 110,627,173 | |||||||||||
Balance at Dec. 31, 2019 | $ (106,142) | $ 22 | $ 0 | $ 0 | $ 19,796 | $ (125,959) | $ (1) | |||||
Balance, Shares at Dec. 31, 2019 | 21,078,342 | 0 | 0 | |||||||||
Issuance of common stock from the exercise of stock options | 89 | $ 0 | 89 | |||||||||
Issuance of common stock from the exercise of stock options, Shares | 243,531 | |||||||||||
Stock-based compensation | 2,097 | 2,097 | ||||||||||
Other comprehensive income | (7) | (7) | ||||||||||
Net loss | (27,525) | (27,525) | ||||||||||
Balance at Mar. 31, 2020 | $ 311,468 | |||||||||||
Balance, Shares at Mar. 31, 2020 | 110,627,173 | |||||||||||
Balance at Mar. 31, 2020 | (131,488) | $ 22 | $ 0 | $ 0 | 21,982 | (153,484) | (8) | |||||
Balance, Shares at Mar. 31, 2020 | 21,321,873 | 0 | 0 | |||||||||
Balance at Dec. 31, 2020 | $ 366,332 | |||||||||||
Balance, Shares at Dec. 31, 2020 | 115,269,221 | |||||||||||
Balance at Dec. 31, 2020 | (139,692) | $ 22 | $ 0 | $ 0 | 27,322 | (166,979) | (57) | |||||
Balance, Shares at Dec. 31, 2020 | 22,331,842 | 0 | 0 | |||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs | $ 385,018 | $ 17 | $ 385,001 | |||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs, Shares | 16,550,000 | |||||||||||
Issuance of common stock from the exercise of stock options | $ 549 | $ 0 | $ 0 | 549 | ||||||||
Issuance of common stock from the exercise of stock options, Shares | 376,090 | 375,971 | 119 | |||||||||
Stock-based compensation | $ 2,867 | 2,867 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock | $ (366,332) | |||||||||||
Conversion of redeemable convertible preferred stock to common stock, Shares | (115,269,221) | |||||||||||
Conversion of redeemable convertible preferred stock to common stock | $ 366,332 | $ 115 | $ 366,217 | |||||||||
Conversion of redeemable convertible preferred stock to common stock, Shares | 115,269,221 | |||||||||||
Sale of Common Stock to Underwriters | 0 | $ 2 | $ (2) | |||||||||
Sale of Common Stock to Underwriters, Shares | 2,482,500 | (2,482,500) | ||||||||||
Reclassification of common stock, Amount | 0 | $ (22) | $ 22 | |||||||||
Reclassification of Common Stock, Shares | (22,707,813) | 22,707,813 | ||||||||||
Other comprehensive income | 50 | 50 | ||||||||||
Net loss | (17,375) | (17,375) | ||||||||||
Balance at Mar. 31, 2021 | $ 0 | |||||||||||
Balance, Shares at Mar. 31, 2021 | 0 | |||||||||||
Balance at Mar. 31, 2021 | $ 597,749 | $ 0 | $ 19 | $ 135 | $ 781,956 | $ (184,354) | $ (7) | |||||
Balance, Shares at Mar. 31, 2021 | 0 | 19,032,500 | 135,494,653 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (17,375) | $ (27,525) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,891 | 1,445 |
Stock-based compensation expense | 2,867 | 2,097 |
Provision for bad debt | 777 | 2,161 |
Non-cash operating lease costs | (3) | (2) |
Other non-cash, net | 165 | 90 |
Changes in operating assets and liabilities, net of effects from purchases of businesses: | ||
Trade receivables | (85,136) | 18,867 |
Other current assets | (4,805) | (1,636) |
Accounts payable | 138,430 | (26,549) |
Accrued payroll | 3,750 | 2,232 |
Accrued other liabilities | 3,078 | (1,531) |
Deferred revenue | 2,281 | (1,469) |
Other long-term liabilities | 80 | 25 |
Other assets | (136) | (111) |
Net cash provided by (used in) operating activities | 45,864 | (31,902) |
Cash Flows from Investing Activities | ||
Net increase in finance receivables | (7,570) | (2,515) |
Purchases of property and equipment | (692) | (1,486) |
Capitalization of software costs | (2,296) | (1,042) |
Net cash provided by (used in) investing activities | (10,558) | (5,043) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock pursuant to the initial public offering, net of offering costs | 388,359 | 0 |
Proceeds from long term debt | 1,750 | 3,387 |
Proceeds from exercise of common stock options | 548 | 89 |
Other financing activities, net | 0 | (22) |
Net cash provided by (used in) financing activities | 390,657 | 3,454 |
Net increase (decrease) in cash and cash equivalents | 425,963 | (33,491) |
Cash and cash equivalents, beginning of period | 233,725 | 182,275 |
Cash and cash equivalents, end of period | 659,688 | 148,784 |
Cash paid (received) during the period for: | ||
Interest expense | 74 | 21 |
Income taxes | (10) | 1 |
Cash paid included in the measurement of operating lease liabilities | 219 | 148 |
Non-cash investing and financing activities: | ||
Stock issuance costs in accounts payable | 2,673 | 0 |
Purchase of property and equipment in accounts payable | $ 594 | $ 78 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary Significant Accounting Policies | Note 1. Nature of Business and Summary of Significant Accounting Policies Nature of Business —ACV Auctions Inc. (“the Company”) was formed on December 31, 2014. The Company operates in one industry segment, providing a digital wholesale auction marketplace (the “Marketplace”) to facilitate business-to-business used vehicle sales between a selling dealership (“Seller”) and a buying dealership (“Buyer”). Customers using the Marketplace are licensed automotive dealerships or other commercial automotive enterprises. At the election of the customer purchasing a vehicle, the Company can arrange third-party transportation services for the delivery of the purchased vehicle through its wholly owned subsidiary, ACV Transportation LLC. The Company can also provide the customer financing for the purchased vehicle through its wholly owned subsidiary, ACV Capital LLC. ACV also provides data services that offer insights into the condition and value of used vehicles for transactions both on and off our Marketplace, which help dealerships, their end customers, and commercial partners make more informed decisions to transact with confidence and efficiency. Customers using data services are licensed automotive dealerships or other commercial automotive enterprises. All services are provided in the United States and are supported by the Company’s operations which are in both the United States and Canada. Basis of Consolidation — The consolidated financial statements include the accounts of ACV Auctions Inc. and all of its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Basis of Preparation — The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). The Company has condensed or omitted certain information and notes normally included in complete annual financial statements prepared in accordance with GAAP. These financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company's financial information. The unaudited interim consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes included in Form 424B4 ("Prospectus"), filed with the SEC on March 24, 2021. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Initial Public Offering — On March 26, 2021, the Company completed its initial public offering (“IPO”), in which the Company issued and sold 16,550,000 shares of its Class A common stock at a public offering price of $ 25.00 per share, which resulted in net proceeds of $ 388.9 million after deducting underwriting discounts and commissions. On March 26, 2021, the underwriters exercised their option to purchase an additional 2,482,500 shares of Class A common stock at $ 25.00 per share from selling stockholders identified in the Prospectus. The Company did no t receive any of the proceeds from the sale of any shares of Class A common stock by the selling stockholders upon such exercise. Immediately prior to the closing of the IPO, all shares of common stock then outstanding were reclassified as Class B common stock and all shares of the convertible preferred stock then outstanding automatically converted into 115,269,221 shares of Class B common stock. Prior to the IPO, deferred offering costs, which consist of direct incremental legal, accounting, and consulting fees relating to the IPO, were capitalized in prepaid expenses and other current assets in the condensed consolidated balance sheets. Upon the consummation of the IPO, $ 3.9 million of net deferred offering costs were reclassified into stockholders’ equity as an offset against IPO proceeds. Emerging Growth Company —The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Stock-Based Compensation— The Company uses the fair value recognition provisions of ASC 718, Compensation – Stock Compensation . The estimated fair value of each Common Stock option award is calculated on the date of grant using the Black-Scholes option pricing model. Application of the Black-Scholes option pricing model requires significant judgment, and involves the use of subjective assumptions including: Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the simplified method was used to determine the expected term for awards issued to employees. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term. Expected Volatility —Since the Company is newly public and does not have a trading history of common stock, the expected volatility is derived from the average historical volatilities of the common stock of several public companies considered to be comparable to the Company over a period equivalent to the expected term of the stock-based awards. Dividend Rate —The expected dividend rate is zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future. Fair Value of Common Stock —Prior to the IPO, the Company estimated the fair value of common stock. The Board of Directors, with input from management, considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. Subsequent to the IPO, the fair value of the underlying common stock is determined by the closing price, on the date of grant, of the Company’s Class A common stock, which is traded publicly on the Nasdaq Global Select Market. The Company measures all stock options and other stock-based awards granted to employees, directors, consultants and other nonemployees based on the fair value on the date of the grant. The options vest based on a graded scale over the stated vesting period, and compensation expense is recognized based on their grant date fair value on a straight-line basis over the vesting period. Forfeitures are recognized as they occur. The fair value of restricted stock awards and units are determined based on the estimated market price of the Company’s Common Stock on the grant date. The awards and units vest over time and compensation expense is recognized based on their grant date fair value ratably over the vesting period. The Company classifies stock-based compensation expense in its Condensed Consolidated Statements of Operations in the same way the payroll costs or service payments are classified for the related stock-based award recipient. Accounting Pronouncements— The following table provides a description of accounting standards that were adopted by the Company as well as standards that are not yet adopted that could have an impact to the consolidated financial statements upon adoption. Accounting Standard Update Description Required Effect on consolidated Accounting Standards Adopted Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15) This guidance outlines the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract, along with clarified presentation guidance. January 1, 2021 Early adoption permitted This guidance was early adopted as of January 1, 2018 utilizing the retrospective method and did not have a material impact to the consolidated financial statements. Leases (ASU 2016-02, 2018-01, 2018-10, 2018-11, 2018-20, 2019-01) The new guidance requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. January 1, 2021 Early adoption permitted The guidance was early adopted as of January 1, 2019 utilizing the modified retrospective method, and elected the practical expedients listed in ASC 842-10-65-1(f). Simplifying the Test for Goodwill Impairment (ASU 2017-04) This guidance simplifies the goodwill impairment test by eliminating Step 2. January 1, 2023 Early adoption permitted The guidance was early adopted as of January 1, 2019 and did not have a material impact on the consolidated financial statements. Simplifying the Accounting for Income Taxes (ASU 2019-12) The guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. January 1, 2022 Early adoption permitted The guidance was early adopted on January 1, 2021 on a prospective basis and did not have a material impact to the consolidated financial statements. Accounting Standards Not Yet Adopted Measurement of Credit Losses on Financial Instruments (ASU 2016-13, 2018-19, 2019-04, 2019-05, 2019-10, 2019-11, 2020-02, 2020-03) The guidance changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. January 1, 2023 Early adoption permitted The Company is currently evaluating the impact this guidance may have on the consolidated financial statements. The Company reviewed all other recently issued accounting standards and concluded that they were not applicable to the consolidated financial statements. |
Accounts Receivables & Allowanc
Accounts Receivables & Allowance for Doubtful Receivables | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable Net [Abstract] | |
Accounts Receivables & Allowance for Doubtful Receivables | 2. Accounts Receivables & Allowance for Doubtful Receivables The Company maintains an allowance for doubtful receivables that in management’s judgement reflects losses inherent in the portfolio. Changes in the allowance for doubtful trade receivables for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three months ended March 31, 2021 2020 Beginning balance $ 2,093 $ 1,352 Provision for bad debt 750 2,118 Net write-offs Write-offs ( 1,754 ) ( 1,985 ) Recoveries 1,502 336 Net write-offs ( 252 ) ( 1,649 ) Ending balance $ 2,591 $ 1,821 Changes in the allowance for doubtful finance receivables for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three months ended March 31, 2021 2020 Beginning balance $ 40 $ 65 Provision for bad debt 27 43 Net write-offs Write-offs ( 6 ) ( 8 ) Recoveries - - Net write-offs ( 6 ) ( 8 ) Ending balance $ 61 $ 100 |
Guarantees, Commitments and Con
Guarantees, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Guarantees, Commitments and Contingencies | 3. Guarantees, Commitments and Contingencies The Company provides certain guarantees to Sellers in the Marketplace in the ordinary course of business, which are accounted for under ASC 460 as a general guarantee. Vehicle Condition Guarantees —Sellers must attach a vehicle condition report in the Marketplace for every auction; this vehicle condition report is used by Buyers to inform bid decisions. The Company offers guarantees to Sellers in qualifying situations where the Company performed a vehicle inspection and prepared the vehicle condition report. Sellers must pay an additional fee in exchange for this guarantee. The guarantee provides Sellers protection from paying remedies to Buyers related to a Buyer’s claim that the vehicle condition report did not accurately portray the condition of the vehicle purchased on the Marketplace. The guarantee provides the Company with the right to retain proceeds from the subsequent liquidation of the vehicle covered under the guarantee. The guarantee is typically provided for 10 days after the successful sale of the vehicle on the Marketplace. The fair value of vehicle condition guarantees issued is estimated based on historical results and other qualitative factors. The vehicle condition guarantee revenue is recognized on the earlier of the guarantee expiration date or the guarantee settlement date. The maximum potential payment is the sale price of the vehicle. The total sale price of vehicles for which there was an outstanding guarantee was $ 226.6 million and $ 95.7 million at March 31, 2021 and December 31, 2020, respectively. The carrying amount of the liability presented in Accrued other liabilities was $ 1.7 million and $ 1 . 0 million at March 31, 2021 and December 31, 2020, respectively. The recognized probable loss contingency, in excess of vehicle condition guarantees recognized, presented in Accrued other liabilities was $ 1.3 million and $ 1.1 million at March 31, 2021 and December 31, 2020, respectively. Other Price Guarantees —The Company provides Sellers with a price guarantee for vehicles to be sold on the Marketplace from time to time. If a vehicle sells below the guaranteed price, the Company is responsible for paying the Seller the difference between the guaranteed price and the final sale price. The term of the guarantee is typically less than one week. No material unsettled price guarantees existed at March 31, 2021 and December 31, 2020. Litigation —The Company and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and matters in which claims for monetary damages are asserted. On an on-going basis management, after consultation with legal counsel, assesses the Company's liabilities and contingencies in connection with such proceedings. For those matters for where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent pending or threatened litigation could result in exposure in excess of the recorded liability, the amount of such excess is not currently estimable. On March 19, 2021, a putative class action was filed against ACV Auctions Inc., et al. in the U.S. District Court for the Western District of New York, alleging violations of the federal antitrust laws and New York State law related to an alleged conspiracy to set bids on our marketplace from transactions that originated from one seller. The complaint seeks statutory damages under such laws and other relief. The Company intends to vigorously defend itself in this case. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome and cannot estimate the range of any potential loss at this time. However, the Company believes that the resolution of this matter will not have a material adverse effect on its consolidated financial position. |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | 4. Borrowings The Company’s outstanding long-term debt consisted of the following at March 31, 2021 (in thousands): March 31, December 31, Interest Rate Maturity Date 2021 2020 Revolving credit facility LIBOR + 5% June 20, 2022 $ 6,582 $ 4,832 Total long-term debt $ 6,582 $ 4,832 As of March 31, 2021 and December 31, 2020, the Company had outstanding $ 6.6 million and $ 4.8 million , respectively, of indebtedness, consisting entirely of outstanding borrowings under the revolving credit facility. Revolving credit facility On December 20, 2019, the Company entered into a revolving credit facility with a maximum principal amount of $ 50.0 million and a maturity date of June 20, 2022 . The revolving credit facility was established to provide debt financing in support of the short-term finance receivable product offered to eligible customers purchasing vehicles through the Marketplace and is fully secured by the underlying finance receivable assets. The amount available for borrowing under the revolving credit facility is based on the size of the finance receivable portfolio. As of March 31, 2021, $ 43.4 million of the revolving line of credit was unused . The revolving feature on the facility ends on June 20, 2021 . Amounts owed at that time will amortize and be due on or before June 20, 2022, depending on the collection of the outstanding finance receivables securing the facility. The facility carried an interest rate of 6 % as of March 31, 2021. The Company’s ability to borrow under the credit facility is subject to ongoing compliance with a combination of financial covenants and non-financial collateral performance metrics. As of March 31, 2021 , the Company was in compliance with all of its covenants and collateral performance metrics. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Deficit | 5. Convertible Preferred Stock and Stockholders' Deficit Convertible Preferred Stock Upon closing of the IPO on March 26, 2021, all of the then-outstanding shares of convertible preferred stock automatically converted into 115,269,221 shares of Class B common stock on a one-for-one basis . There were no shares of convertible preferred stock outstanding subsequent to the closing of the IPO. Common Stock On March 11, 2021, the Board of Directors and the stockholders of the Company approved an amended and restated certificate of incorporation that implemented a dual class common stock structure where all existing shares of common stock converted to Class B common stock and a new class of common stock, Class A common stock, became authorized. The amended and restated certificate of incorporation became effective immediately prior to the closing of the IPO on March 26, 2021. The authorized share capital of Class A common stock of the Company is 2,000,000,000 and the authorized share capital for Class B common stock is 160,000,000 . The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. The Class A and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects for all matters except for the voting, conversion, and transfer rights. The Class B common stock converts to Class A common stock at any time at the option of the holder. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 6. Revenue The following table summarizes the primary components of revenue, this level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in thousands): Three months ended March 31, 2021 2020 Auction marketplace revenue $ 34,257 $ 17,843 Transportation, data, and other services revenue 24,135 16,753 Marketplace and service revenue $ 58,392 $ 34,596 Revenue presented in the table above, including the subsequent cash flows, could be negatively impacted by fluctuations in the supply or demand of used vehicles, especially in the case of an economic downturn in the United States. |
Stock-Based Employee Compensati
Stock-Based Employee Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Employee Compensation | 7. Stock-Based Employee Compensation Effective March 20, 2015, the Company adopted the ACV Auctions Inc. 2015 Long-Term Incentive Plan (the "2015 Plan"). Employees, outside directors, consultants and advisors of the Company were eligible to participate in the 2015 Plan. The Plan allowed for the grant of incentive or nonqualified common stock options to purchase shares of the Company’s common stock and also to issue restricted shares of the common stock. Effective March 23, 2021, the Company adopted the ACV Auctions Inc. 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan became effective on the date of the underwriting agreement related to our IPO, and no further grants were made under the 2015 Plan. Employees, outside directors, consultants and advisors of the Company are eligible to participate in the 2021 Plan. The Plan allows the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, and other forms of awards. As of March 31, 2021, 13,886,646 shares were available for future grants of the Company's common stock. The following table summarizes the stock option activity for the three months ended March 31, 2021 (in thousands, except for share and per share amounts): Number of Weighted- Intrinsic Weighted- Outstanding, December 31, 2020 9,933,348 $ 2.16 $ 129,358 7.80 Granted 633,700 8.10 Exercised ( 376,090 ) 1.46 Forfeited ( 83,129 ) 4.61 Expired ( 18,652 ) 1.11 Outstanding, March 31, 2021 10,089,177 $ 2.55 $ 323,500 7.70 Exercisable, March 31, 2021 5,106,894 $ 0.68 $ 173,273 6.46 Expected to Vest, March 31, 2021 4,982,283 $ 4.46 $ 150,227 8.96 The following table summarizes the restricted stock unit activity for the three months ended March 31, 2021 (in thousands, except for share and per share amounts): Number of RSUs Weighted- Outstanding, December 31, 2020 250,000 $ 10.52 Granted 1,896,233 21.77 Vested - - Forfeited - - Outstanding, March 31, 2021 2,146,233 $ 20.46 As of March 31, 2021 and 2020, there is approximately $ 65.8 million and $ 4.0 million , respectively, of compensation expense to the unvested portion of common stock options and restricted stock units that will be recorded as compensation expense over a weighted-average period of 1.56 and 1.08 years, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company had an effective tax rate of approximately 0 % for the three months ended March 31, 2021 and 2020 . The principal difference between the federal statutory rate and the effective tax rate is related to the non-recognition of tax benefits for certain entities in a loss position for which a full valuation allowance has been recorded. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | . Fair Value Measurement Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1: Observable inputs such as quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data which require the Company to develop its own assumptions. The Company’s financial instruments primarily consist of cash and cash equivalents, trade and finance accounts receivable and accounts payable whose carrying values approximate fair value due to the short-term nature of those instruments. The Company had no assets requiring fair value hierarchy disclosures as of March 31, 2021 or December 31, 2020. The Company records guarantees accounted for under ASC 460 at fair value when issued. The fair value of guarantees outstanding as of March 31, 2021 and December 31, 2020 was $ 1.7 million and $ 1.0 million, respectively. The estimated fair value of the guarantees outstanding is determined based on historical guarantee claim costs, adjusted for qualitative factors and a market participant estimated margin. Historical claim costs and qualitative factors are assumptions that are not readily observable in the marketplace, and the related nonrecurring fair value measurement adjustments have been generally classified as Level 3. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 10. Net Loss Per Share The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the three months ended March 31, 2021 and 2020 (in thousands, except share data): Three months ended March 31, 2021 2020 Class A Class B Numerator: Net loss attributable to common stockholders $ ( 857 ) $ ( 16,518 ) $ ( 27,525 ) Denominator: Weighted-average number of shares of common stock - Basic and 1,691,777 32,596,258 21,197,244 Net Income per share attributable to common stockholders: Basic and diluted $ ( 0.51 ) $ ( 0.51 ) $ ( 1.30 ) The following table presents the total weighted-average number of potentially dilutive shares that were excluded from the computation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the period presented: Three months ended March 31, 2021 2020 Convertible Preferred Stock Series Seed I, Seed II, A, B, C, D, E and E1 - 110,627,174 Unvested RSAs and RSUs 134,200 593,206 Stock options not subject to performance conditions 7,904,933 5,959,089 |
Reverse Stock Split
Reverse Stock Split | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Reverse Stock Split | 11. Reverse Stock Split On March 11, 2021, the Board of Directors and the stockholders of the Company approved a 1-for-2 reverse stock split of the Company’s outstanding common stock and convertible preferred stock. All common stock, convertible preferred stock, and per share information have been retroactively adjusted to give effect to this reverse stock split for all periods presented. Shares of common stock underlying outstanding stock options, restricted stock units, and restricted stock awards were proportionately decreased and the retrospective per share value and exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. There were no changes in the par values of the Company’s common stock and convertible preferred stock as a result of the reverse stock split. |
Nature of Business and Summa_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business —ACV Auctions Inc. (“the Company”) was formed on December 31, 2014. The Company operates in one industry segment, providing a digital wholesale auction marketplace (the “Marketplace”) to facilitate business-to-business used vehicle sales between a selling dealership (“Seller”) and a buying dealership (“Buyer”). Customers using the Marketplace are licensed automotive dealerships or other commercial automotive enterprises. At the election of the customer purchasing a vehicle, the Company can arrange third-party transportation services for the delivery of the purchased vehicle through its wholly owned subsidiary, ACV Transportation LLC. The Company can also provide the customer financing for the purchased vehicle through its wholly owned subsidiary, ACV Capital LLC. ACV also provides data services that offer insights into the condition and value of used vehicles for transactions both on and off our Marketplace, which help dealerships, their end customers, and commercial partners make more informed decisions to transact with confidence and efficiency. Customers using data services are licensed automotive dealerships or other commercial automotive enterprises. All services are provided in the United States and are supported by the Company’s operations which are in both the United States and Canada. |
Basis of Consolidation | Basis of Consolidation — The consolidated financial statements include the accounts of ACV Auctions Inc. and all of its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Basis of Preparation | Basis of Preparation — The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). The Company has condensed or omitted certain information and notes normally included in complete annual financial statements prepared in accordance with GAAP. These financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company's financial information. The unaudited interim consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes included in Form 424B4 ("Prospectus"), filed with the SEC on March 24, 2021. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Initial Public Offering | Initial Public Offering — On March 26, 2021, the Company completed its initial public offering (“IPO”), in which the Company issued and sold 16,550,000 shares of its Class A common stock at a public offering price of $ 25.00 per share, which resulted in net proceeds of $ 388.9 million after deducting underwriting discounts and commissions. On March 26, 2021, the underwriters exercised their option to purchase an additional 2,482,500 shares of Class A common stock at $ 25.00 per share from selling stockholders identified in the Prospectus. The Company did no t receive any of the proceeds from the sale of any shares of Class A common stock by the selling stockholders upon such exercise. Immediately prior to the closing of the IPO, all shares of common stock then outstanding were reclassified as Class B common stock and all shares of the convertible preferred stock then outstanding automatically converted into 115,269,221 shares of Class B common stock. Prior to the IPO, deferred offering costs, which consist of direct incremental legal, accounting, and consulting fees relating to the IPO, were capitalized in prepaid expenses and other current assets in the condensed consolidated balance sheets. Upon the consummation of the IPO, $ 3.9 million of net deferred offering costs were reclassified into stockholders’ equity as an offset against IPO proceeds. |
Emerging Growth Company | Emerging Growth Company —The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Stock-Based Compensation | Stock-Based Compensation— The Company uses the fair value recognition provisions of ASC 718, Compensation – Stock Compensation . The estimated fair value of each Common Stock option award is calculated on the date of grant using the Black-Scholes option pricing model. Application of the Black-Scholes option pricing model requires significant judgment, and involves the use of subjective assumptions including: Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the simplified method was used to determine the expected term for awards issued to employees. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term. Expected Volatility —Since the Company is newly public and does not have a trading history of common stock, the expected volatility is derived from the average historical volatilities of the common stock of several public companies considered to be comparable to the Company over a period equivalent to the expected term of the stock-based awards. Dividend Rate —The expected dividend rate is zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future. Fair Value of Common Stock —Prior to the IPO, the Company estimated the fair value of common stock. The Board of Directors, with input from management, considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. Subsequent to the IPO, the fair value of the underlying common stock is determined by the closing price, on the date of grant, of the Company’s Class A common stock, which is traded publicly on the Nasdaq Global Select Market. The Company measures all stock options and other stock-based awards granted to employees, directors, consultants and other nonemployees based on the fair value on the date of the grant. The options vest based on a graded scale over the stated vesting period, and compensation expense is recognized based on their grant date fair value on a straight-line basis over the vesting period. Forfeitures are recognized as they occur. The fair value of restricted stock awards and units are determined based on the estimated market price of the Company’s Common Stock on the grant date. The awards and units vest over time and compensation expense is recognized based on their grant date fair value ratably over the vesting period. The Company classifies stock-based compensation expense in its Condensed Consolidated Statements of Operations in the same way the payroll costs or service payments are classified for the related stock-based award recipient. |
Accounting Pronouncements | Accounting Pronouncements— The following table provides a description of accounting standards that were adopted by the Company as well as standards that are not yet adopted that could have an impact to the consolidated financial statements upon adoption. Accounting Standard Update Description Required Effect on consolidated Accounting Standards Adopted Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15) This guidance outlines the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract, along with clarified presentation guidance. January 1, 2021 Early adoption permitted This guidance was early adopted as of January 1, 2018 utilizing the retrospective method and did not have a material impact to the consolidated financial statements. Leases (ASU 2016-02, 2018-01, 2018-10, 2018-11, 2018-20, 2019-01) The new guidance requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. January 1, 2021 Early adoption permitted The guidance was early adopted as of January 1, 2019 utilizing the modified retrospective method, and elected the practical expedients listed in ASC 842-10-65-1(f). Simplifying the Test for Goodwill Impairment (ASU 2017-04) This guidance simplifies the goodwill impairment test by eliminating Step 2. January 1, 2023 Early adoption permitted The guidance was early adopted as of January 1, 2019 and did not have a material impact on the consolidated financial statements. Simplifying the Accounting for Income Taxes (ASU 2019-12) The guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. January 1, 2022 Early adoption permitted The guidance was early adopted on January 1, 2021 on a prospective basis and did not have a material impact to the consolidated financial statements. Accounting Standards Not Yet Adopted Measurement of Credit Losses on Financial Instruments (ASU 2016-13, 2018-19, 2019-04, 2019-05, 2019-10, 2019-11, 2020-02, 2020-03) The guidance changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. January 1, 2023 Early adoption permitted The Company is currently evaluating the impact this guidance may have on the consolidated financial statements. The Company reviewed all other recently issued accounting standards and concluded that they were not applicable to the consolidated financial statements. |
Accounts Receivables & Allowa_2
Accounts Receivables & Allowance for Doubtful Receivables (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable Net [Abstract] | |
Summary of changes in the Allowance for Doubtful Trade Receivables | Changes in the allowance for doubtful trade receivables for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three months ended March 31, 2021 2020 Beginning balance $ 2,093 $ 1,352 Provision for bad debt 750 2,118 Net write-offs Write-offs ( 1,754 ) ( 1,985 ) Recoveries 1,502 336 Net write-offs ( 252 ) ( 1,649 ) Ending balance $ 2,591 $ 1,821 |
Summary of changes in the Allowance for Doubtful Finance Receivables | Changes in the allowance for doubtful finance receivables for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three months ended March 31, 2021 2020 Beginning balance $ 40 $ 65 Provision for bad debt 27 43 Net write-offs Write-offs ( 6 ) ( 8 ) Recoveries - - Net write-offs ( 6 ) ( 8 ) Ending balance $ 61 $ 100 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Long-Term Debt | The Company’s outstanding long-term debt consisted of the following at March 31, 2021 (in thousands): March 31, December 31, Interest Rate Maturity Date 2021 2020 Revolving credit facility LIBOR + 5% June 20, 2022 $ 6,582 $ 4,832 Total long-term debt $ 6,582 $ 4,832 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of disaggregation of revenue | The following table summarizes the primary components of revenue, this level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in thousands): Three months ended March 31, 2021 2020 Auction marketplace revenue $ 34,257 $ 17,843 Transportation, data, and other services revenue 24,135 16,753 Marketplace and service revenue $ 58,392 $ 34,596 |
Stock-Based Employee Compensa_2
Stock-Based Employee Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the three months ended March 31, 2021 (in thousands, except for share and per share amounts): Number of Weighted- Intrinsic Weighted- Outstanding, December 31, 2020 9,933,348 $ 2.16 $ 129,358 7.80 Granted 633,700 8.10 Exercised ( 376,090 ) 1.46 Forfeited ( 83,129 ) 4.61 Expired ( 18,652 ) 1.11 Outstanding, March 31, 2021 10,089,177 $ 2.55 $ 323,500 7.70 Exercisable, March 31, 2021 5,106,894 $ 0.68 $ 173,273 6.46 Expected to Vest, March 31, 2021 4,982,283 $ 4.46 $ 150,227 8.96 |
Summary of restricted stock unit activity | The following table summarizes the restricted stock unit activity for the three months ended March 31, 2021 (in thousands, except for share and per share amounts): Number of RSUs Weighted- Outstanding, December 31, 2020 250,000 $ 10.52 Granted 1,896,233 21.77 Vested - - Forfeited - - Outstanding, March 31, 2021 2,146,233 $ 20.46 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic And Diluted Net Loss Per Share | The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the three months ended March 31, 2021 and 2020 (in thousands, except share data): Three months ended March 31, 2021 2020 Class A Class B Numerator: Net loss attributable to common stockholders $ ( 857 ) $ ( 16,518 ) $ ( 27,525 ) Denominator: Weighted-average number of shares of common stock - Basic and 1,691,777 32,596,258 21,197,244 Net Income per share attributable to common stockholders: Basic and diluted $ ( 0.51 ) $ ( 0.51 ) $ ( 1.30 ) |
Summary of Potentially Dilutive Shares Excluded from Computation of Net Loss Per Share | The following table presents the total weighted-average number of potentially dilutive shares that were excluded from the computation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the period presented: Three months ended March 31, 2021 2020 Convertible Preferred Stock Series Seed I, Seed II, A, B, C, D, E and E1 - 110,627,174 Unvested RSAs and RSUs 134,200 593,206 Stock options not subject to performance conditions 7,904,933 5,959,089 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 26, 2021USD ($)$ / sharesshares | Mar. 31, 2021IndustrySegmentshares |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Number of operating segments | IndustrySegment | 1 | |
Stock issued during period shares, stock options exercised | 376,090 | |
Deferred offering costs, net | $ | $ 3,900 | |
Common Class A [Member] | ||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Shares offering, price per share | $ / shares | $ 25 | |
Option to purchase additional shares of common stock | 2,482,500 | |
Common Class B [Member] | ||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Stock issued during period shares, stock options exercised | 119 | |
Number of shares issued upon conversion | 115,269,221 | |
IPO | Common Class A [Member] | ||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs, Shares | 16,550,000 | 16,550,000 |
Shares offering, price per share | $ / shares | $ 25 | |
Proceeds from issuance of initial public offering | $ | $ 388,900 | |
Proceeds from issuance of initial public offering by selling shareholders | $ | $ 0 |
Accounts Receivables & Allowa_3
Accounts Receivables & Allowance for Doubtful Receivables - Summary of changes in the Allowance for Doubtful Trade Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts Receivable Net [Abstract] | ||
Beginning balance | $ 2,093 | $ 1,352 |
Provision for bad debt | 750 | 2,118 |
Write-offs | (1,754) | (1,985) |
Recoveries | 1,502 | 336 |
Net write-offs | (252) | (1,649) |
Ending balance | $ 2,591 | $ 1,821 |
Accounts Receivables & Allowa_4
Accounts Receivables & Allowance for Doubtful Receivables - Summary of changes in the Allowance for Doubtful Finance Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts Receivable Net [Abstract] | ||
Beginning balance | $ 40 | $ 65 |
Provision for bad debt | 27 | 43 |
Write-offs | (6) | (8) |
Net write-offs | (6) | (8) |
Ending balance | $ 61 | $ 100 |
Guarantees, Commitments and C_2
Guarantees, Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | ||
Guarantee term | 10 days | |
Sale price of vehicles with outstanding guarantee | $ 226.6 | $ 95.7 |
Accrued Other Liabilities [Member] | ||
Commitments And Contingencies [Line Items] | ||
Carrying amount of the liability | 1.7 | 1 |
Recognized probable loss contingency | $ 1.3 | $ 1.1 |
Borrowings -Schedule of Outstan
Borrowings -Schedule of Outstanding Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 20, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 6,582 | $ 4,832 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maturity Date | Jun. 20, 2022 | Jun. 20, 2022 | |
Total long-term debt | $ 6,582 | $ 4,832 | |
Revolving Credit Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
LIBOR interest rate | LIBOR + 5% |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - Revolving Credit Facility [Member] - USD ($) $ in Millions | Dec. 20, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 6.6 | $ 4.8 | |
Maximum principal amount | $ 50 | ||
Maturity Date | Jun. 20, 2022 | Jun. 20, 2022 | |
Unused borrowing capacity | $ 43.4 | ||
Revolving feature end date | Jun. 20, 2021 | ||
Interest rate | 6.00% |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Deficit - Additional Information (Details) - shares | Mar. 26, 2021 | Mar. 31, 2021 |
Class Of Stock [Line Items] | ||
Convertible preferred stock shares outstanding | 0 | |
Common stock, voting rights | The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. | |
Common Class B [Member] | ||
Class Of Stock [Line Items] | ||
Number of shares issued upon conversion | 115,269,221 | |
Common stock, shares authorized | 160,000,000 | |
Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock, conversion basis | one-for-one basis | |
Common Class A [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 2,000,000,000 |
Revenue - Summary of primary co
Revenue - Summary of primary component of Revenue, Level of Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Auction Marketplace Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 34,257 | $ 17,843 |
Transportation Data And Other Services Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 24,135 | 16,753 |
Marketplace And Service Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 58,392 | $ 34,596 |
Stock-Based Employee Compensa_3
Stock-Based Employee Compensation- Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restricted Stock Units and Common Stock Option [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation expense related to restricted stock | $ 65.8 | $ 4 |
Weighted average period of recognized term | 1 year 6 months 21 days | 1 year 29 days |
Common Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 13,886,646 |
Stock-Based Employee Compensa_4
Stock-Based Employee Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation [Abstract] | ||
Number of options, outstanding, December 31, 2020 | 9,933,348 | |
Number of options, granted | 633,700 | |
Number of options, exercised | (376,090) | |
Number of options, forfeited | (83,129) | |
Number of options, expired | (18,652) | |
Number of options, outstanding, March 31, 2021 | 10,089,177 | 9,933,348 |
Number of options, exercisable, March 31, 2021 | 5,106,894 | |
Number of options, expected to vest, March 31, 2021 | 4,982,283 | |
Weighted-average exercise price per share, outstanding, December 31, 2020 | $ 2.16 | |
Weighted-average exercise price per share, granted | 8.10 | |
Weighted-average exercise price per share, exercised | 1.46 | |
Weighted-average exercise price per share, forfeited | 4.61 | |
Weighted-average exercise price per share, expired | 1.11 | |
Weighted-average exercise price per share, outstanding, March 31, 2021 | 2.55 | $ 2.16 |
Weighted-average exercise price per share, exercisable, March 31, 2021 | 0.68 | |
Weighted-average exercise price per share, expected to vest, March 31, 2021 | $ 4.46 | |
Intrinsic value, outstanding, December 31, 2020 | $ 129,358 | |
Intrinsic value, outstanding, March 31, 2021 | 323,500 | $ 129,358 |
Intrinsic value, exercisable, March 31, 2021 | 173,273 | |
Intrinsic value, expected to vest, March 31, 2021 | $ 150,227 | |
Weighted Average Remaining Contractual Term, Outstanding | 7 years 8 months 12 days | 7 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Exercisable | 6 years 5 months 15 days | |
Weighted Average Remaining Contractual Term, Expected to Vest | 8 years 11 months 15 days |
Stock-Based Employee Compensa_5
Stock-Based Employee Compensation - Summary of restricted stock unit (Details) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding, December 31, 2020 | shares | 250,000 |
Number of RSUs, Granted | shares | 1,896,233 |
Number of RSUs, Vested | shares | 0 |
Number of RSUs, Forfeited | shares | 0 |
Number of RSUs Outstanding, March 31, 2021 | shares | 2,146,233 |
Weighted-Average Grant-Date Fair Value Outstanding, December 31, 2020 | $ / shares | $ 10.52 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 21.77 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 0 |
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | 0 |
Weighted-Average Grant-Date Fair Value Outstanding, March 31, 2021 | $ / shares | $ 20.46 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax | 0.00% | 0.00% |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Assets, fair value disclosure | $ 0 | $ 0 |
Fair value of guarantees outstanding | $ 1.7 | $ 1 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Net loss attributable to common stockholders | $ (27,525) | |
Weighted-average number of shares of common stock - Basic and diluted | 34,288,035 | 21,197,244 |
Net loss per share - basic and diluted | $ (0.51) | $ (1.30) |
Common Class A [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Net loss attributable to common stockholders | $ (857) | |
Weighted-average number of shares of common stock - Basic and diluted | 1,691,777 | |
Net loss per share - basic and diluted | $ (0.51) | |
Common Class B [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Net loss attributable to common stockholders | $ (16,518) | |
Weighted-average number of shares of common stock - Basic and diluted | 32,596,258 | |
Net loss per share - basic and diluted | $ (0.51) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Shares Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of Net loss per share | 110,627,174 | |
Unvested RSAs and RSUs [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of Net loss per share | 134,200 | 593,206 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of Net loss per share | 7,904,933 | 5,959,089 |
Reverse Stock Split - Additiona
Reverse Stock Split - Additional Information (Details) $ in Thousands | Mar. 11, 2021USD ($) |
Stockholders Equity Note [Abstract] | |
Reverse stock split,Converstion Ratio | 1-for-2 |
Reverse stock split, Description | On March 11, 2021, the Board of Directors and the stockholders of the Company approved a 1-for-2 reverse stock split of the Company’s outstanding common stock and convertible preferred stock. All common stock, convertible preferred stock, and per share information have been retroactively adjusted to give effect to this reverse stock split for all periods presented. Shares of common stock underlying outstanding stock options, restricted stock units, and restricted stock awards were proportionately decreased and the retrospective per share value and exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. There were no changes in the par values of the Company’s common stock and convertible preferred stock as a result of the reverse stock split. |
Reverse stock split effect on par value | $ 0 |