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What changed in ACV Auctions Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of ACV Auctions Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+514 added−578 removedSource: 10-K (2024-02-21) vs 10-K (2023-03-01)

Top changes in ACV Auctions Inc.'s 2023 10-K

514 paragraphs added · 578 removed · 448 edited across 3 sections

Item 1. Business

Business — how the company describes what it does

59 edited+7 added−5 removed31 unchanged
Biggest changeMarketing campaigns and promotions are used throughout the transaction journey to guide the customer through the funnel, cross-sell offerings and ultimately reach their full volume potential with ACV. 10 Table of Contents Our marketing initiatives aim to drive brand awareness, incentivize our existing partners to remain engaged and active in our marketplace, and attract new dealers and commercial partners to our platform.
Biggest changeMarketing We build and cultivate relationships with our dealer and commercial partners, with the goal of providing a streamlined, simple, and consistent experience for our customers. Marketing campaigns and promotions are used throughout the transaction journey to guide the customer through the funnel, cross-sell offerings and ultimately reach their full volume potential with ACV.
We help dealers source and manage inventory and accurately price their vehicles as well as process payments, transfer titles and manage arbitrations, and finance and transport vehicles. Our platform encompasses: • Digital Marketplace. Connects buyers and sellers of wholesale vehicles in an intuitive and efficient manner.
We help dealers source and manage inventory and accurately price their vehicles as well as process payments, transfer titles, manage arbitrations, and finance and transport vehicles. Our marketplace platform encompasses: • Digital Marketplace. Connects buyers and sellers of wholesale vehicles in an intuitive and efficient manner.
Our Platform Our platform leverages data and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency. Our digital marketplace offerings include our core auction offering and value-added services, ACV Transportation, ACV Capital, and our Customer Assurance (Go Green).
Our Marketplace Platform Our marketplace platform leverages data and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency. Our digital marketplace offerings include our core auction offering and value-added services, ACV Transportation, ACV Capital, and our Customer Assurance (Go Green).
Our platform is fueled by the data we collect through our proprietary technology, inspections, and activity on our marketplace, as well as third-party market data. We store, analyze, and connect this data to create comprehensive analytics tailored for our dealers and commercial partners.
Our marketplace platform is fueled by the data we collect through our proprietary technology, inspections, and activity on our marketplace, as well as third-party market data. We store, analyze, and connect this data to create comprehensive analytics tailored for our dealers and commercial partners.
Through our nationwide network of third-party carrier partners, our technology platform, and dedicated service teams, we enable the movement of vehicles both locally and long-haul in a cost-efficient and timely manner. All buyers on our platform have the ability to see real-time transportation quotes as part of the vehicle-display page and add transportation services during checkout.
Through our nationwide network of third-party carrier partners, our technology platform, and dedicated service teams, we enable the movement of vehicles both locally and long-haul in a cost-efficient and timely manner. All buyers on our marketplace platform have the ability to see real-time transportation quotes as part of the vehicle-display page and add transportation services during checkout.
We offer a comprehensive suite of products and services that help create a seamless experience and remove the friction and pain points associated with the traditional wholesale process. Through services such as ACV Transportation and ACV Capital, we help our customers manage the entire transaction journey on our platform, becoming an integral partner and deepening our relationships with them.
We offer a comprehensive suite of products and services that help create a seamless experience and remove the friction and pain points associated with the traditional wholesale process. Through services such as ACV Transportation and ACV Capital we help our customers manage the entire transaction journey on our marketplace platform, becoming an integral partner and deepening our relationships with them.
We believe our approach instills more confidence for our customers to transact digitally and we enable transactions that may not have happened in the traditional auction process. Industry Leading Digital Marketplace with Significant Scale . The power of our platform is evidenced through our scale and growth.
We believe our approach instills more confidence for our customers to transact digitally and we enable transactions that may not have happened in the traditional auction process. Industry Leading Marketplace Platform with Significant Scale . The power of our marketplace platform is evidenced through our scale and growth.
Despite our efforts to protect our proprietary technology and our intellectual property rights, unauthorized parties may attempt to access, copy, obtain, use, reverse engineer, misappropriate, infringe, and otherwise violate our technology and intellectual property, including to develop platforms with the same functionality as our platform.
Despite our efforts to protect our proprietary technology and our intellectual property rights, unauthorized parties may attempt to access, copy, obtain, use, reverse engineer, misappropriate, infringe, and otherwise violate our technology and intellectual property, including to develop platforms with the same functionality as our marketplace platform.
Offer insights into the condition and value of used vehicles for transactions both on and off our marketplace and help dealers, their end consumers, and commercial partners make more informed decisions to transact with confidence and efficiency.
Offer insights into the condition and value of used vehicles for transactions both on and off our marketplace and help dealers, their end consumers, and commercial partners make more informed decisions and transact with confidence and efficiency.
We also are subject to laws and regulations involving taxes, data privacy and security, anti-spam, content protection, electronic contracts and communications, mobile communications, unencumbered internet access to our platform, the design and operation of websites and internet neutrality.
We also are subject to laws and regulations involving taxes, data privacy and security, anti-spam, content protection, electronic contracts and communications, mobile communications, unencumbered internet access to our marketplace platform, the design and operation of websites and internet neutrality.
The enhanced audio signature is not only designed to give buyers the highest quality listening experience in the industry it is also customized to be compatible with our engine fault detection machine learning models.
The enhanced audio signature is not only designed to give buyers the highest quality listening experience in the industry, but it is also customized to be compatible with our engine fault detection machine learning models.
Our pricing engine utilizes our extensive repository of data to help predict wholesale and retail vehicle valuations at scale, and dealers can price any vehicle anywhere. • Marketplace Enablement • MyACV . We provide an application that serves as our customers’ gateway to our platform through our mobile app, website, or directly leveraging our APIs.
Our pricing engine utilizes our extensive repository of data to help predict wholesale and retail vehicle valuations at scale, and dealers can price any vehicle anywhere. • Marketplace Enablement • MyACV . We provide an application that serves as our customers’ gateway to our digital marketplace through our mobile app, website, or directly leveraging our APIs.
Our digital marketplace and comprehensive suite of products and services provides greater access to trusted inventory and speed to liquidity for our dealers and commercial partners. Our differentiated approach to vehicle insights also allows us to stand behind vehicles listed on our marketplace and truly partner with our customers.
Our marketplace platform and comprehensive suite of products and services provides greater access to trusted inventory and speed to liquidity for our dealers and commercial partners. Our differentiated approach to vehicle insights also allows us to stand behind vehicles listed on our marketplace and truly partner with our customers.
Utilizing and building upon our existing AMP advanced machine learning algorithms, we leverage our extensive vehicle database to provide guided insights on vehicle engine conditions at the time of inspection. The Apex sensor platforms are compatible with multiple of ACV's built applications and can be utilized using iOS and Android-powered devices. 8 Table of Contents • Vehicle Intelligence .
Utilizing and building upon our existing AMP advanced machine learning algorithms, we leverage our extensive vehicle database to provide guided insights on vehicle engine conditions at the time of inspection. The Apex sensor platforms are compatible with multiple of ACV's built applications and can be utilized using iOS and Android-powered devices. • Vehicle Intelligence .
More buyers and sellers engaging on our marketplace drives greater liquidity and greater vehicle selection, which leads to an overall better marketplace experience. This leads to greater scale, driving more vehicle and market data that helps grow our data and technology moat.
More buyers and sellers engaging on our marketplace drives greater liquidity and increased vehicle selection, which leads to an overall better marketplace experience. This leads to scale benefits, driving more vehicle and market data that helps grow our data and technology moat.
Through our inventory management software offering, we enable dealers to manage their inventory and set pricing more effectively while turning vehicles faster and maximizing profit by leveraging predictive analytics informed by machine learning and market data. Data and Technology Data and technology are the foundations of our platform and underpin everything we do.
Through our inventory management software offering, we enable dealers to manage their inventory and set pricing more effectively while turning vehicles faster and maximizing profit by leveraging predictive analytics informed by artificial intelligence, machine learning, and market data. Data and Technology Data and technology are the foundations of our marketplace platform and underpin everything we do.
Data Services We offer data services for our dealer and commercial partners that bring transparency and offer insights into the condition and value of used vehicles, enabling them to make more informed wholesale and retail inventory management decisions both on and off our digital marketplace. 7 Table of Contents • True360 Report .
Data Services We offer data services for our dealer and commercial partners that bring transparency and offer insights into the condition and value of used vehicles, enabling them to make more informed wholesale and retail inventory management decisions both on and off our digital marketplace. • True360 Report .
We pursue the registration of our trademarks, service marks and domain names in the United States and in certain locations outside the United States. 11 Table of Contents We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors and third parties.
We pursue the registration of our trademarks, service marks and domain names in the United States and in certain locations outside the United States. We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors and third parties.
As we collect more vehicle and market data, we are able to provide greater efficiency to buyers and sellers through more products, which in turn drives greater marketplace supply and scale. For example, our data and technology enables economies of scale that improve our value-added transportation and financing services.
As we collect more vehicle and market data, we are able to provide more efficiency to buyers and sellers through additional products, which in turn drives greater marketplace supply and scale. For example, our data and technology enable economies of scale that improve our value-added transportation and financing services.
Dealers can utilize filters to further narrow down results in order to get the best picture to assess the pricing strategy for that particular vehicle. • MAX Digital .
Dealers can utilize filters to further narrow down results in order to get the best picture to assess the pricing strategy for that particular vehicle. • ACV MAX .
Competition We mainly compete with large, national physical vehicle auction companies, such as Manheim, a subsidiary of Cox Enterprises, Inc., Adesa, a subsidiary of Carvana, and KAR Auction Services. The physical vehicle auction market in North America is largely consolidated, with Manheim and Adesa serving as large players in the market.
Competition We mainly compete with large, national physical vehicle auction companies, such as Manheim, a subsidiary of Cox Enterprises, Inc., Adesa, a subsidiary of Carvana, and OPENLANE. The physical vehicle auction market in North America is largely consolidated, with Manheim and Adesa serving as large players in the market.
We believe our ability to build vibrant local and regional networks of Marketplace Buyers and Marketplace Sellers, combined with our nationwide coverage, creates a strong competitive advantage. 9 Table of Contents Comprehensive Suite of Products and Services Deepening Relationships with Our Customers .
We believe our ability to build vibrant local and regional networks of Marketplace Buyers and Marketplace Sellers, combined with our nationwide coverage, creates a strong competitive advantage. Comprehensive Suite of Products and Services Deepening Relationships with Our Customers .
Manheim has expanded into online wholesale marketplaces and auctions, and KAR Auction Services is also competing in the online wholesale auction market. However, we do compete with smaller chains of auctions and independent auctions in the physical market. We also compete with a number of smaller digital marketplace companies.
Manheim has expanded into online wholesale marketplaces and auctions, and OPENLANE is also competing in the online wholesale auction market. However, we do compete with smaller chains of auctions and independent auctions in the physical market. We also compete with a number of smaller digital marketplace companies.
Our core data and technology capabilities include inspection, vehicle intelligence, marketplace enablement, and operations automation. • Inspection • Condition Report . Our platform enables thorough, comprehensive inspections and reports that feature approximately 100 details such as cosmetic irregularities including paint quality, as well as structural assessments that identify prior repairs or existing damages.
Our core data and technology capabilities include inspection, vehicle intelligence, marketplace enablement, and operations automation. • Inspection • Condition Report . We provide thorough, comprehensive inspections and reports that feature approximately 100 details such as cosmetic irregularities including paint quality, as well as structural assessments that identify prior repairs or existing damages.
The report provides a range from the low value to high value of the year, make, and model sold on the platform, and will list all of the vehicle’s information including location, date, mileage and sold price.
The report provides a range from the low value to high value of the year, make, and model sold on the digital marketplace, and will list all of the vehicle’s information including location, date, mileage and sold price.
We believe the data and technology services enabled by our platform can bring value to the entire automotive industry and transform both wholesale and retail markets. Our platform benefits from a virtuous cycle driven by our scaled, digital marketplace and the data and technology we leverage every day.
We believe the data and technology services enabled by our marketplace platform can bring value to the entire automotive industry and transform both wholesale and retail markets. 6 Table of Contents Our marketplace platform benefits from a virtuous cycle driven by our scaled, digital marketplace and the data and technology we leverage every day.
Our comprehensive suite of services include ACV Transportation, ACV Capital, and our Customer Assurance (Go Green), which help create a seamless and frictionless buying and selling experience for our customers to further enhance our digital marketplace. We also provide data services to our customers for use outside of our marketplace.
Our comprehensive suite of services includes ACV Transportation, ACV Capital, and our Customer Assurance (Go Green), which help create a seamless and frictionless buying and selling experience for our customers to further enhance our marketplace platform. We also provide data services to our customers for use outside of our marketplace.
Our Government Regulations The industry in which we operate is and will continue to be subject to extensive U.S. federal, state, local, and international laws and regulations. The wholesale, financing and transportation of used vehicles are regulated by the states in which we operate and by the U.S. federal government. These laws can vary significantly from state to state.
Our Government Regulations The industry in which we operate is and will continue to be subject to extensive U.S. federal, state, local, and international laws and regulations. The wholesale, financing and transportation of used vehicles are regulated by the states in which we operate and by the U.S. federal government.
Our digital marketplace provides sellers with an efficient channel to wholesale their vehicles and access to thousands of dealers nationwide, and provides buyers with a real-time view of extensive vehicle inventory, all at the touch of a button.
Our marketplace platform provides sellers with efficient channels to wholesale their vehicles and access to thousands of dealers nationwide, and provides buyers with a real-time view of extensive vehicle inventory, all at the touch of a button.
Through live appraisals, we enabled dealers to quickly assess the value of potential trade-in vehicles from consumers. • Programmatic Buying. Programmatic buying experience, driven by data from our industry-leading condition reports, allows our customers with compatible technology platforms to integrate directly with ACV's real-time APIs to generate bids on our marketplace.
Through live appraisals, we enabled dealers to quickly assess the value of potential trade-in vehicles from consumers. • Programmatic Buying. Programmatic buying, driven by data from our industry-leading condition reports, allows our customers with their own technology platforms to integrate directly with ACV's real-time APIs to receive vehicle notifications and generate bids on our marketplace.
As of December 31, 2022, we had over 2,000 teammates, including our more than over 760 highly sophisticated VCIs that help support our relationships with our customers nationwide.
As of December 31, 2023, we had over 2,170 teammates, including our more than 740 highly sophisticated VCIs that help support our relationships with our customers nationwide.
This is a portable, light-weight, drive-over solution utilizing mobile device technology that can be operated by a single inspector in a matter of minutes. Virtual Lift elevates the level of trust and transparency on our digital marketplace by providing a digital look into a vehicle’s undercarriage. • Apex. Apex is a proprietary and patent-pending wireless suite of data-gathering sensors.
This is a portable, lightweight, drive-over solution utilizing mobile device technology that can be operated by a single inspector in a matter of minutes. Virtual Lift elevates the level of trust and transparency on our digital marketplace by providing a digital look into a vehicle’s undercarriage. 8 Table of Contents • Apex.
We pioneered what we believe to be the wholesale market’s first seller assurance service, Go Green, which provides the seller with an assurance against claims of defects in the vehicle that are not disclosed in our condition report and which otherwise may have exposed the seller to loss as a result of arbitration with the vehicle buyer.
Go Green is a highly differentiated product which provides the seller with an assurance against claims of defects in the vehicle that are not disclosed in our condition report and which otherwise may have exposed the seller to loss as a result of arbitration with the vehicle buyer.
We give our teammates the freedom, tools, resources, and opportunity to build the future—for our company, our customers, and our communities. We hire happy and enthusiastic people who want to grow with us. We believe the happiness of our teammates comes from engaging and fulfilling work and from ample personal and professional growth opportunities.
We hire happy and enthusiastic people who want to grow with us. We believe the happiness of our teammates comes from engaging and fulfilling work and from ample personal and professional growth opportunities.
This new application-driven device utilizes a multi-microphone array to capture higher quality engine sound recordings as compared to our previous data-gathering sensor AMP.
Apex is a proprietary and patent-pending wireless suite of data-gathering sensors. This new application-driven device utilizes a multi-microphone array to capture higher quality engine sound recordings as compared to our previous data-gathering sensor AMP.
When sellers launch their vehicles directly to our online auction, buyers can search and discover relevant inventory through customized filters, such as price, location, and vehicle-specific details including mileage, year, make, and model. • Run List . Run List supports dealers in making informed decisions.
Thousands of dealers transact every day, with sellers launching their vehicles directly to our digital marketplace, enabling buyers to search and discover relevant inventory through customized filters, such as price, location, and vehicle-specific details including mileage, year, make, and model. • Run List . Run List supports dealers in making informed decisions.
Item 1. Business. Overview Our mission is to build and enable the most trusted and efficient digital marketplaces for buying and selling used vehicles with transparency and comprehensive data that was previously unimaginable. We provide a vibrant digital marketplace for wholesale vehicle transactions and data services that offer transparent and accurate vehicle information to our customers.
Item 1. Business. Overview Our mission is to build and enable the most trusted and efficient marketplace for buying and selling used vehicles with transparency and comprehensive data that was previously unimaginable.
See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Metrics” for additional information on Marketplace Units, Marketplace GMV, and Adjusted EBITDA.
We continue to invest in growth to scale our company responsibly and drive towards profitability. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Metrics” for additional information on Marketplace Units, Marketplace GMV, and Adjusted EBITDA.
Our platform leverages data insights and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency.
Our marketplace platform leverages data insights and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency. Our marketplace platform is also supported by remarketing centers in various locations throughout the United States.
Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K, and you should not consider information on our website to be part of this Annual Report on Form 10-K. 12 Table of Contents Available Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendment to these reports are filed with the SEC.
Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K, and you should not consider information on our website to be part of this Annual Report on Form 10-K.
We are focused on building a world-class acquisition engine led by our marketing team and in partnership with our VCIs, business development representatives and account managers. Our customer acquisition efforts are strategically aligned to territories or regions that could benefit from dealer development. We are focused on increasing retention and growing wallet share with our customers.
Our customer acquisition efforts are strategically aligned to territories or regions that could benefit from dealer development. We are focused on increasing retention and growing wallet share with our customers.
Our core marketplace offering is a 20-minute live auction which facilitates instant transactions of wholesale vehicles, and is accessible across multiple platforms including mobile apps, web, and directly through our application programming interface (API) integration. We also offer transportation, financing and assurance services to facilitate the entire transaction journey. • Data Services.
Our core digital marketplace offerings are auctions in varying formats, which facilitate real-time transactions of wholesale vehicles, and are accessible across multiple platforms including mobile apps, desktop, and directly through our application programming interface (API) integration. We also offer transportation, financing and assurance services to facilitate the entire transaction journey. • Remarketing Centers .
Digital Marketplace Our digital marketplace connects buyers and sellers of wholesale vehicles nationwide, enabling them to transact intuitively and efficiently. • Auction . Our core offering is our online auction, which facilitates instant transactions of wholesale vehicles.
Our core data and technology platform includes offerings such as inspection, vehicle intelligence, marketplace enablement, and operations automation. Digital Marketplace Our digital marketplace connects buyers and sellers of wholesale vehicles nationwide, enabling them to transact intuitively and efficiently. • Auction . Our core offering is our online auction, which facilitates real-time transactions of wholesale vehicles.
Additionally, we represent the successful creation of an entrepreneurial ecosystem in our hometown, and our success enables us to attract some of the best talent in the region and across the country. Our leadership team is composed of seasoned executives with demonstrated track records of scaling businesses across auto, consumer, and marketplace companies.
Additionally, we represent the successful creation of an entrepreneurial ecosystem in our hometown, and our success enables us to attract some of the best talent in the region and across the country.
As we continue to grow and offer more comprehensive and efficient services, our customers can further benefit from a more streamlined, simple, and consistent experience across the full used vehicle lifecycle.
As we continue to grow and offer more comprehensive and efficient services, our customers can further benefit from a more streamlined, simple, and consistent experience across the full used vehicle lifecycle. These reinforcing flywheel effects continuously improve our scaled, digital marketplace, remarketing centers, and data and technology for our customers, resulting in growth for our marketplace platform.
Our True360 Reports are used by dealers and commercial partners to provide transparent vehicle information to potential buyers, including dealers as well as consumers. Our Max Digital inventory management system enables dealers to accurately price their wholesale and retail inventory.
Our True360 Reports are used by dealers and commercial partners to provide transparent vehicle information to potential buyers, including dealers as well as consumers. Our ACV MAX inventory management system enables dealers to accurately price their wholesale and retail inventory. More recently, we added ClearCar, an artificial intelligence-powered suite of tools for dealers to build and enhance their trade-in process.
In addition, we are subject to regulations and laws specifically governing the internet and ecommerce and the collection, storage, processing, transfer and other use of personal information and other customer data. We are also subject to federal and state laws, such as the Equal Credit Opportunity Act and prohibitions again unfair or deceptive acts or practices.
We are also subject to federal and state laws, such as the Equal Credit Opportunity Act and prohibitions again unfair or deceptive acts or practices.
Account managers are often the first point of contact for customers seeking to join our platform, and develop meaningful relationships with our dealers and commercial partners. We also have a dedicated sales development team that proactively sources new customers, particularly for our more nascent territories or in existing territories where we seek to improve our buyer to seller ratio.
We also have a dedicated sales development team that proactively sources new customers, particularly for our more nascent territories or in existing territories where we seek to improve our buyer to seller ratio. After dealers are on-boarded onto our marketplace platform, they can interact with their account managers through in-app messaging, by email, or by phone.
We enable dealers to accurately price wholesale and retail inventory while maximizing profit on each vehicle sold by leveraging predictive analytics informed by machine learning. • Data and Technology. Underpins everything we do, and powers our vehicle inspections, comprehensive vehicle intelligence reports, digital marketplace, and operations automation platform.
We enable dealers to manage their inventory and set pricing more effectively while turning vehicles faster and maximizing profit by leveraging predictive analytics informed by artificial intelligence, and market data. • Data and Technology. Underpins everything we do, and powers our vehicle inspections, comprehensive vehicle intelligence reports, digital marketplace, remarketing centers, inventory management software, and operations automation.
Territory managers continue to support our dealers, building awareness of our brand in the regions in which they operate. Our VCIs serve as a sales support team by building and cultivating relationships with our customers through multiple weekly visits to customers in their territories.
Our VCIs serve as a sales support team by building and cultivating relationships with our customers through multiple weekly visits to customers in their territories. Given the strength of their relationships and frequency of interaction with our dealers, VCIs often double as informal relationship managers and can be a key point of contact for dealers on our digital marketplace.
In 2022, we had 14,453 active Marketplace Buyers and 10,285 active Marketplace Sellers generating $9.0 billion Marketplace GMV, which increased by 3%, 14%, and 13%, respectively, from the prior year.
In 2023, we had 17,121 active Marketplace Buyers and 11,505 active Marketplace Sellers generating $8.8 billion Marketplace GMV, which increased by 18%, 12%, and (2)%, respectively, from the prior year.
Human Capital and Culture We believe the development and empowerment of our people is critical to our ability to deliver differentiated solutions to our customers. We strive to be a great place to work—a place where we welcome innovation, diversity, inclusion, and foster a spirit of community from our corporate headquarters to our teammates in the field.
We strive to be a great place to work—a place where we welcome innovation, diversity, 11 Table of Contents inclusion, and foster a spirit of community from our corporate headquarters to our teammates in the field. We give our teammates the freedom, tools, resources, and opportunity to build the future—for our company, our customers, and our communities.
Sales Our sales team is responsible for onboarding our dealers and commercial partners and ensuring their success and satisfaction on our platform. We have built a robust internal sales team that act as account managers, and partner with our customers.
We have built a robust internal sales team that act as account managers, and partner with our customers. Account managers are often the first point of contact for customers seeking to join our marketplace platform, and they develop meaningful relationships with our dealers and commercial partners.
Key Advantages to our Platform Our competitive advantage results from our deep expertise in the used vehicle market, a transparent, digital approach for our dealers and commercial partners, and a comprehensive suite of products and services: Transparent, Digital Approach Unlocks a More Efficient Market .
In addition, our new programmatic buying user experience SAM (Smart Acquisition Manager) enables any dealer to participate in programmatic buying on our marketplace by creating detailed inventory wish lists with automatic bidding rules to help them source their inventory needs. 9 Table of Contents Key Advantages to our Marketplace Platform Our competitive advantage results from our deep expertise in the used vehicle market, a transparent, digital approach for our dealers and commercial partners, and a comprehensive suite of products and services: Transparent, Digital Approach Unlocks a More Efficient Market .
Such reports and other information filed by us with the SEC are available free of charge on our website at www.acvauto.com when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
Available Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendment to these reports are filed with the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at www.acvauto.com when such reports are available on the SEC’s website.
After dealers are on-boarded onto our platform, they can interact with their account managers through in-app messaging, by email, or by phone. Our territory managers also function as sales representatives, particularly in more nascent territories where they develop personal relationships with local dealers.
Our territory managers also function as sales representatives, particularly in more nascent territories where they develop personal relationships with local dealers. Territory managers support our dealers, building awareness of our brand in the regions in which they operate.
The information contained on the websites referenced in this Annual Report on Form 10-K is not incorporated by reference into this filing. Further, our references to website URLs are intended to be inactive textual references only. 13 Table of Contents
Further, our references to website URLs are intended to be inactive textual references only. 13 Table of Contents
We believe Go Green's seller assurance service instills more confidence in dealers and commercial partners to transact digitally.
We believe Go Green's seller assurance service instills more confidence in dealers and commercial partners to transact digitally. 7 Table of Contents Remarketing Centers Our remarketing centers offer expanded value-added services such as vehicle reconditioning and storage to facilitate auction business with commercial partners such as fleet, rental car, and financial consignors.
Our data services provide insights into the condition and value of used vehicles for transactions both on and off our marketplace. Our core data and technology platform includes offerings such as inspection, vehicle intelligence, marketplace enablement, and operations automation.
Our remarketing centers provide an additional channel to provide dealers and commercial partners with auction services and offer expanded value-added services to our dealer partners. Our data services provide insights into the condition and value of used vehicles for transactions both on and off our marketplace.
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These reinforcing flywheel effects continuously improve our scaled, digital marketplace, and data and technology for our customers, resulting in growth for our platform. 6 Table of Contents We continue to invest in growth to scale our company responsibly and drive towards profitability.
Added
We provide a highly efficient and vibrant marketplace platform ("marketplace platform" or "marketplace") for wholesale vehicle transactions and data services that offer transparent and accurate vehicle information to our customers.
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Thousands of dealers transact every day, with sellers either launching their vehicles directly to our 20-minute live auction or to Run List, which is a digital list that gives buyers the chance to view the condition report and place proxy bids 24 hours before the auction goes live.
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Provides an additional channel to provide dealers and commercial partners with auction services. At remarketing centers, vehicles may be auctioned onsite and/or launched into the digital marketplace. Additional services are offered at remarketing centers that are important to servicing commercial partners. • Data Services.
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In addition, our new programmatic buying user experience enables the rest of our dealer partners to participate in programmatic buying on our marketplace by creating inventory wish lists to automatically source their inventory needs.
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Our leadership team is composed of seasoned executives with demonstrated track records of scaling businesses across auto, consumer, and marketplace companies. 10 Table of Contents Sales Our sales team is responsible for onboarding our dealers and commercial partners and ensuring their success and satisfaction on our marketplace platform.
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When launching and entering new territories, our dedicated on the ground team, including territory managers, VCIs, and other operations staff, target and onboard dealers in the respective territory with an appropriate balance of buyers and sellers to encourage vibrancy in the marketplace.
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Our marketing initiatives aim to drive brand awareness, incentivize our existing partners to remain engaged and active in our marketplace, and attract new dealers and commercial partners to our marketplace platform. We are focused on building a world-class acquisition engine led by our marketing team and in partnership with our VCIs, business development representatives and account managers.
Removed
Given the strength of their relationships and frequency of interaction with our dealers, VCIs often double as informal relationship managers and can be a key point of contact for dealers on our platform. Marketing We build and cultivate relationships with our dealer and commercial partners, with the goal of providing a streamlined, simple, and consistent experience for our customers.
Added
Human Capital and Culture We believe the development and empowerment of our people is critical to our ability to deliver differentiated solutions to our customers.
Added
These laws can vary significantly from state to state. 12 Table of Contents In addition, we are subject to regulations and laws specifically governing the internet and ecommerce and the collection, storage, processing, transfer and other use of personal information and other customer data.
Added
The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The information contained on the websites referenced in this Annual Report on Form 10-K is not incorporated by reference into this filing.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurther, in future periods, our revenue growth could slow, our revenue could decline and/or our financial condition may be adversely impacted for a number of reasons, many of which are outside of our control, including: • the level of demand for our online marketplace and our value-added products and services, including fluctuation in our business due to the impact of COVID-19; • our ability to retain existing customers, as well as our ability to increase sales of our full platform of products and services to existing customers; • growth rates and variations in the revenue mix of our marketplace and inspection products and services offerings; • differences between buyer and seller vehicle pricing expectations; • the timing and growth of our business, in particular through our hiring of new employees and expansion into additional markets; • changes in our business model; • the timing of our adoption of new or revised accounting pronouncements applicable to public companies and the impact on our results of operations; • the introduction of new products and services and enhancement of existing products and services by existing competitors or new entrants into our market, and changes in pricing offered by us or our competitors; • network outages, security breaches, cyber-attacks, fraud, technical difficulties or interruptions, or other similar incidents with respect to our platform; • changes in the growth rate of the markets in which we compete; • changes in customers’ budgets, including as a result of rising prices, interest rate increases, increases in energy costs and other adverse developments in macroeconomic conditions; • seasonal variations related to sales and marketing and other activities; • our ability to control costs, including our operating expenses; 16 Table of Contents • our ability to recruit, train and retain our inspectors; • the perception of our business and brand among our customer base; • unforeseen litigation and actual or alleged intellectual property infringement, misappropriation or other violation; • fluctuations in our effective tax rate; • fluctuations in the amount of auction float on our balance sheet; and • general economic and political conditions, as well as economic conditions specifically affecting the automotive industry.
Biggest changeFurther, in future periods, our revenue growth could slow, our revenue could decline and/or our financial condition may be adversely impacted for a number of reasons, many of which are outside of our control, including: • the level of demand for our online marketplace and our value-added products and services, including fluctuation in our business; • our ability to retain existing customers, as well as our ability to increase sales of our full platform of products and services to existing customers; • growth rates and variations in the revenue mix of our marketplace and inspection products and services offerings; • differences between buyer and seller vehicle pricing expectations; • the timing and growth of our business, in particular through our hiring of new employees and expansion into additional markets; • changes in our business model; • the introduction of new products and services and enhancement of existing products and services by existing competitors or new entrants into our market, and changes in pricing offered by us or our competitors; • network outages, security breaches, cyber-attacks, fraud, technical difficulties or interruptions, or other similar incidents with respect to our marketplace platform; • changes in the growth rate of the markets in which we compete; • changes in customers’ budgets, including as a result of rising prices, interest rate increases, increases in energy costs and other adverse developments in macroeconomic conditions; • seasonal variations related to sales and marketing and other activities; • our ability to control costs, including our operating expenses; • our ability to recruit, train and retain our inspectors; • the perception of our business and brand among our customer base; • unforeseen litigation and actual or alleged intellectual property infringement, misappropriation or other violation; • fluctuations in our effective tax rate; • fluctuations in the amount of auction float on our balance sheet; • general economic and political conditions, as well as economic conditions specifically affecting the automotive industry; and • natural disasters, weather events, pandemics, or energy or telecommunications failures. 16 Table of Contents Any one of these or other factors discussed elsewhere herein or the cumulative effect of some of these factors may result in fluctuations in our revenue, results of operations, cash flows and financial condition, meaning that quarter-to-quarter comparisons of our revenue, results of operations, cash flows and financial condition may not necessarily be indicative of our future performance or financial condition.
As dealers increasingly use technology-based services, including our marketplace and other offerings, our success will depend, in part, on our ability to provide customers with a robust and user-friendly experience on our platform.
As dealers increasingly use technology-based services, including our marketplace and other offerings, our success will depend, in part, on our ability to provide customers with a robust and user-friendly experience on our marketplace platform.
Our third-party service providers may increase the fees they charge us in the future, which would increase our operating expenses. This could, in turn, require us to increase the fees we charge to customers and cause some customers to reduce their use of our marketplace or to leave our platform altogether.
Our third-party service providers may increase the fees they charge us in the future, which would increase our operating expenses. This could, in turn, require us to increase the fees we charge to customers and cause some customers to reduce their use of our marketplace or to leave our marketplace platform altogether.
Overall growth of our revenue depends on a number of additional factors, including our ability to: • increase the number of customers transacting on or through our platform, as well as increase the use of our products and services from new or existing customers; • further enhance the quality of our platform and value-added products and services, introduce high quality new products and services on our platform, and develop technology related thereto; • price our products and services effectively so that we are able to attract new customers and expand transactions through our existing customers; • effectively grow the size of our workforce to address demand for our products and services over time; • successfully identify and acquire or invest in businesses, products or technologies that we believe could complement or expand our platform; • successfully achieve our marketing goals and increase awareness of our brand; • successfully compete with our competitors; and • successfully expand into new territories, including in markets outside of the United States.
Overall growth of our revenue depends on a number of additional factors, including our ability to: • increase the number of customers transacting on or through our marketplace platform, as well as increase the use of our products and services from new or existing customers; • further enhance the quality of our marketplace platform and value-added products and services, introduce high quality new products and services on our marketplace platform, and develop technology related thereto; • price our products and services effectively so that we are able to attract new customers and expand transactions through our existing customers; • effectively grow the size of our workforce to address demand for our products and services over time; • successfully identify and acquire or invest in businesses, products or technologies that we believe could complement or expand our marketplace platform; • successfully achieve our marketing goals and increase awareness of our brand; • successfully compete with our competitors; and • successfully expand into new territories, including in markets outside of the United States.
While we have security measures in place designed to protect customer information and prevent data loss, security breaches, cyber-attacks and other similar incidents, there can be no assurance that our security measures or those of our third-party service providers that store or otherwise process certain of our and our customers’ information on our behalf will be effective in protecting against unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our confidential information, platform or our customers’ information, including personal information, particularly given that our ability to monitor our third-party service providers’ information security practices is limited.
While we have security measures in place designed to protect customer information and prevent data loss, security breaches, cyber-attacks and other similar incidents, there can be no assurance that our security measures or those of our third-party service providers that store or otherwise process certain of our and our customers’ information on our behalf will be effective in protecting against unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our confidential information, marketplace platform or our customers’ information, including personal information, particularly given that our ability to monitor our third-party service providers’ information security practices is limited.
The techniques used to sabotage or to obtain unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our platform, systems, networks or physical facilities in which our information or our customers' information is stored or through which information is transmitted change frequently and often are not identified until they are launched against a target, and we may be unable to implement adequate preventative measures or stop security breaches, cyber-attacks or other similar incidents while they are occurring.
The techniques used to sabotage or to obtain unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our marketplace platform, systems, networks or physical facilities in which our information or our customers' information is stored or through which information is transmitted change frequently and often are not identified until they are launched against a target, and we may be unable to implement adequate preventative measures or stop security breaches, cyber-attacks or other similar incidents while they are occurring.
While we monitor the use of open source software and try to ensure that none is used in a manner that would require us to disclose our internally developed source code, including that of our platform, or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous and may not have been tested in a court of law, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses.
While we monitor the use of open source software and try to ensure that none is used in a manner that would require us to disclose our internally developed source code, including that of our marketplace platform, or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous and may not have been tested in a court of law, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses.
Specific factors that could prevent participants from transacting on our platform include: • concerns about buying vehicles without the ability to physically examine such vehicles; • pricing that does not meet the expectations of our auction participants; • delayed deliveries; • real or perceived concerns about the quality of our inspection reports; • inconvenience with returning or exchanging vehicles purchased online; • concerns about the security of online transactions and data privacy and security with respect to personal information; and • usability, functionality and features of our platform.
Specific factors that could prevent participants from transacting on our marketplace platform include: • concerns about buying vehicles without the ability to physically examine such vehicles; • pricing that does not meet the expectations of our auction participants; • delayed deliveries; • real or perceived concerns about the quality of our inspection reports; • inconvenience with returning or exchanging vehicles purchased online; • concerns about the security of online transactions and data privacy and security with respect to personal information; and • usability, functionality and features of our marketplace platform.
Further, security compromises experienced by our customers with respect to information hosted on our platform, even if caused by the customer’s own misuse or negligence, may require us to make certain to public disclosures, which could harm our reputation, erode customer confidence in the effectiveness of our security measures, negatively impact our ability to attract new customers, or cause existing customers to elect not to use our platform.
Further, security compromises experienced by our customers with respect to information hosted on our marketplace platform, even if caused by the customer’s own misuse or negligence, may require us to make certain public disclosures, which could harm our reputation, erode customer confidence in the effectiveness of our security measures, negatively impact our ability to attract new customers, or cause existing customers to elect not to use our marketplace platform.
The result of any such litigation is difficult to predict and may require us to stop commercializing or using our technology, obtain licenses, modify our platform, services and technology while we develop non-infringing substitutes or incur substantial damages, settlement costs or face a temporary or permanent injunction prohibiting us from marketing or providing the affected products and services.
The result of any such litigation is difficult to predict and may require us to stop commercializing or using our technology, obtain licenses, modify our marketplace platform, services and technology while we develop non-infringing substitutes or incur substantial damages, settlement costs or face a temporary or permanent injunction prohibiting us from marketing or providing the affected products and services.
When dealers consolidate, the services they previously purchased separately are often purchased by the combined entity in a lesser quantity or for a lower aggregate price than before, leading to volume compression and loss of revenue. Further dealership consolidations or closures could reduce the aggregate demand for our platform and value-added products and services.
When dealers consolidate, the services they previously purchased separately are often purchased by the combined entity in a lesser quantity or for a lower aggregate price than before, leading to volume compression and loss of revenue. Further dealership consolidations or closures could reduce the aggregate demand for our marketplace platform and value-added products and services.
Our organizational structure is becoming more complex as we add staff, and we will need to continue to improve our operational, financial and management controls as well as our reporting systems and procedures. This will require significant capital expenditures and the allocation of valuable management resources to grow and adapt in these areas without undermining our corporate culture of teamwork.
Our organizational structure is becoming more complex as we add staff, and we will need to continue to improve our operational, financial and management controls as well as our reporting systems and procedures. This will require capital expenditures and the allocation of valuable management resources to grow and adapt in these areas without undermining our corporate culture of teamwork.
If a security breach, cyber-attack or other similar incident were to occur, and the confidentiality, integrity or availability of personal information was disrupted, we could incur significant liability, or our platform, systems or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.
If a security breach, cyber-attack or other similar incident were to occur, and the confidentiality, integrity or availability of personal information was disrupted, we could incur significant liability, or our marketplace platform, systems or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.
We may experience significant interruptions to our systems in the future. Interruptions in these systems, whether due to system failures, programming or configuration errors, bugs, vulnerabilities, computer viruses, physical or electronic break-ins or similar events, could affect the availability of our inventory on our platform and prevent or inhibit the ability of customers to access our platform.
We may experience significant interruptions to our systems in the future. Interruptions in these systems, whether due to system failures, programming or configuration errors, bugs, vulnerabilities, computer viruses, physical or electronic break-ins or similar events, could affect the availability of our inventory on our marketplace platform and prevent or inhibit the ability of customers to access our marketplace platform.
We may be subject to indemnity demands, regulatory proceedings, audits, penalties or litigation based on our customers’ misuse of our platform with respect to such sensitive information and defending against such litigation and otherwise addressing such matters may be expensive, cause distraction and result in us incurring liability, all of which may harm our business.
We may be subject to indemnity demands, regulatory proceedings, audits, penalties or litigation based on our customers’ misuse of our marketplace platform with respect to such sensitive information and defending against such litigation and otherwise addressing such matters may be expensive, cause distraction and result in us incurring liability, all of which may harm our business.
In addition, we face risks with respect to fraudulent activities on our platform, including the sale of illegally-acquired vehicles through our auction marketplace, the unauthorized entry into and use of our platform by persons who do not meet our criteria and standards, and participation of buyers in our auctions who have no intention to pay.
In addition, we face risks with respect to fraudulent activities on our marketplace platform, including the sale of illegally-acquired vehicles through our auction marketplace, the unauthorized entry into and use of our marketplace platform by persons who do not meet our criteria and standards, and participation of buyers in our marketplace platform who have no intention to pay.
Our platform, systems, networks, and physical facilities could also be breached or information could be otherwise compromised due to employee, contractor or customer error, negligence or malfeasance, if, for example, third parties attempt to fraudulently induce our employees, contractors or our customers to disclose information or user names or passwords, or otherwise compromise the security of our platform, networks, systems and physical facilities.
Our marketplace platform, systems, networks, and physical facilities could also be breached or information could be otherwise compromised due to employee, contractor or customer error, negligence or malfeasance, if, for example, third parties attempt to fraudulently induce our employees, contractors or our customers to disclose information or user names or passwords, or otherwise compromise the security of our marketplace platform, networks, systems and physical facilities.
In addition, we and our third-party service providers may experience service outages from time to time that could adversely impact payments made on our platform. Additionally, any unexpected termination or modification of those third-party services could lead to a lapse in the effectiveness of certain fraud prevention and detection tools.
In addition, we and our third-party service providers may experience service outages from time to time that could adversely impact payments made on our marketplace platform. Additionally, any unexpected termination or modification of those third-party services could lead to a lapse in the effectiveness of certain fraud prevention and detection tools.
The security measures that we have integrated into our platform, systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, cyber-attacks and other similar incidents, may not be adequate to prevent or detect service interruption, system failure or data loss.
The security measures that we have integrated into our marketplace platform, systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, cyber-attacks and other similar incidents, may not be adequate to prevent or detect service interruption, system failure or data loss.
Complaints or negative publicity about our business practices, inspection quality, compliance with applicable laws and regulations, data privacy and security or other aspects of our business, especially on blogs and social media websites, could diminish customer confidence in our platform and adversely affect our brand, irrespective of their validity.
Complaints or negative publicity about our business practices, inspection quality, compliance with applicable laws and regulations, data privacy and security or other aspects of our business, especially on blogs and social media websites, could diminish customer confidence in our marketplace platform and adversely affect our brand, irrespective of their validity.
Additionally, new laws or regulations could be enacted, further complicating our compliance efforts. 29 Table of Contents Any failure or perceived failure by us or third parties we work with to comply with our policies, disclosures and obligations to customers, industry oversight organizations, or other third parties, or applicable data privacy and security laws, regulations, rules, industry codes of conduct, policies, standards or other legal or contractual obligations, may result in, among other things, governmental or regulatory investigations, enforcement actions, regulatory or other fines, orders requiring that we change our practices, criminal compliance orders, claims for damages by affected individuals or litigation or public statements against us by consumer advocacy groups or others, and could cause customers to lose trust in us.
Additionally, new laws or regulations could be enacted, further complicating our compliance efforts. 30 Table of Contents Any failure or perceived failure by us or third parties we work with to comply with our policies, disclosures and obligations to customers, industry oversight organizations, or other third parties, or applicable data privacy and security laws, regulations, rules, industry codes of conduct, policies, standards or other legal or contractual obligations, may result in, among other things, governmental or regulatory investigations, enforcement actions, regulatory or other fines, orders requiring that we change our practices, criminal compliance orders, claims for damages by affected individuals or litigation or public statements against us by consumer advocacy groups or others, and could cause customers to lose trust in us.
Risks Related to Socioeconomic Factors Our business is highly sensitive to changes in macroeconomic conditions, and risks related to the larger automotive ecosystem, including customer demand, could reduce auto sales and profitability, which may harm our business, results of operations and financial condition. Our business is affected by general business and economic conditions.
Risks Related to Socioeconomic and Geopolitical Factors Our business is highly sensitive to changes in macroeconomic conditions, and risks related to the larger automotive ecosystem, including customer demand, could reduce auto sales and profitability, which may harm our business, results of operations and financial condition. Our business is affected by general business and economic conditions.
Our recent growth has placed and may continue to place significant demands on our management and our operational and financial resources. We have experienced significant growth in the number of customers on our platform as well as the amount of data that we analyze. We have hired and expect to continue hiring additional personnel to support our growth.
Our recent growth has placed and may continue to place significant demands on our management and our operational and financial resources. We have experienced significant growth in the number of customers on our marketplace platform as well as the amount of data that we analyze. We have hired and expect to continue hiring additional personnel to support our growth.
We may also have to redesign our platform, services and technology so they do not infringe, misappropriate or otherwise violate third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our technology may not be available for commercialization or use.
We may also have to redesign our marketplace platform, services and technology so they do not infringe, misappropriate or otherwise violate third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our technology may not be available for commercialization or use.
If we fail to correct or mitigate misinformation or negative information about us, our platform, our customer experience, our brand or any aspect of our business, including information spread through social media or traditional media channels, it may harm our business, results of operations and financial condition.
If we fail to correct or mitigate misinformation or negative information about us, our marketplace platform, our customer experience, our brand or any aspect of our business, including information spread through social media or traditional media channels, it may harm our business, results of operations and financial condition.
A significant disruption in service of, or other performance or reliability issues with, our platform could damage our reputation and result in a loss of customers, which could harm our brand or our business. Our brand, reputation and ability to attract customers depend on the reliable performance of our platform and the supporting systems, technology and infrastructure.
A significant disruption in service of, or other performance or reliability issues with, our marketplace platform could damage our reputation and result in a loss of customers, which could harm our brand or our business. Our brand, reputation and ability to attract customers depend on the reliable performance of our marketplace platform and the supporting systems, technology and infrastructure.
Any errors, defects, disruptions, or other performance or reliability problems with our platform could interrupt our customers’ access to our inventory and our access to data that drives our operations, which could harm our reputation and have an adverse effect on our business, results of operations and financial condition.
Any errors, defects, disruptions, or other performance or reliability problems with our marketplace platform could interrupt our customers’ access to our inventory and our access to data that drives our operations, which could harm our reputation and have an adverse effect on our business, results of operations and financial condition.
The volume of transactions from existing customers may decline or fluctuate as a result of a number of factors, including business strength or weakness of our customers, customer satisfaction with our platform and other offerings, our fees, the capabilities and fees of our competitors or the effects of global economic conditions.
The volume of transactions from existing customers may decline or fluctuate as a result of a number of factors, including business strength or weakness of our customers, customer satisfaction with our marketplace platform and other offerings, our fees, the capabilities and fees of our competitors or the effects of global economic conditions.
Problems with the reliability or security of our systems could harm our reputation, result in a loss of customers and result in additional costs. Problems faced by our third-party web-hosting providers, including Amazon Web Services and Google Cloud, could inhibit the functionality of our platform.
Problems with the reliability or security of our systems could harm our reputation, result in a loss of customers and result in additional costs. Problems faced by our third-party web-hosting providers, including Amazon Web Services and Google Cloud, could inhibit the functionality of our marketplace platform.
Future growth and profitability will depend in part on the cost and efficiency of our promotional advertising and marketing programs and related expenditures, including our ability to create greater awareness of our platform and brand name, to appropriately plan for future expenditures and to drive the promotion of our platform.
Future growth and profitability will depend in part on the cost and efficiency of our promotional advertising and marketing programs and related expenditures, including our ability to create greater awareness of our marketplace platform and brand name, to appropriately plan for future expenditures and to drive the promotion of our marketplace platform.
We are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.
We are obligated to maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.
We have in the past and may in the future seek to acquire or invest in businesses, joint ventures, products and platform capabilities, or technologies that we believe could complement or expand our services and platform capabilities, enhance our technical capabilities, or otherwise offer growth opportunities.
We have in the past and may in the future seek to acquire or invest in businesses, joint ventures, products and marketplace platform capabilities, or technologies that we believe could complement or expand our services and marketplace platform capabilities, enhance our technical capabilities, or otherwise offer growth opportunities.
We also expect that our business will evolve in ways that may be difficult to predict. For example, over time our investments that are intended to drive new customer traffic to our platform may be less productive than expected.
We also expect that our business will evolve in ways that may be difficult to predict. For example, over time our investments that are intended to drive new customer traffic to our marketplace platform may be less productive than expected.
Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform.
Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our marketplace platform.
We could be required to fundamentally change our business activities and practices or modify our products and platform capabilities in response to such litigation, which could have an adverse effect on our business.
We could be required to fundamentally change our business activities and practices or modify our products and marketplace platform capabilities in response to such litigation, which could have an adverse effect on our business.
In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products and platform capabilities, personnel or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our platform, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise.
In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products and marketplace platform capabilities, personnel or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our marketplace platform, or we have difficulty retaining the customers or vendors of any acquired business due to changes in ownership, management or otherwise.
If we cannot or do not obtain a third-party license to the infringed technology at all, license the technology on reasonable terms or obtain similar technology from another source, our revenue and earnings could be adversely impacted. 34 Table of Contents From time to time, we may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property.
If we cannot or do not obtain a third-party license to the infringed technology at all, license the technology on reasonable terms or obtain similar technology from another source, our revenue and earnings could be adversely impacted. 32 Table of Contents From time to time, we may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property.
If we introduce new products and services or expand existing offerings on our platform, we may incur losses or otherwise fail to enter these markets successfully.
If we introduce new products and services or expand existing offerings on our marketplace platform, we may incur losses or otherwise fail to enter these markets successfully.
If our ability to utilize those NOLs and tax credit carryforwards becomes limited by an “ownership change” as described above, it may not be able to utilize a material portion of our NOLs and certain other tax attributes, which could adversely affect our cash flows and results of operations. 37 Table of Contents Risks Related to Being a Public Company We will continue to incur increased costs as a result of operating as a public company, and our management will be required to continue to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
If our ability to utilize those NOLs and tax credit carryforwards becomes limited by an “ownership change” as described above, it may not be able to utilize a material portion of our NOLs and certain other tax attributes, which could adversely affect our cash flows and results of operations. 36 Table of Contents Risks Related to Being a Public Company We will continue to incur costs as a result of operating as a public company, and our management will be required to continue to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
If our customers do not continue to use our digital marketplace or purchase additional services from us, our revenue may decline and our business, results of operations and financial condition may be harmed. Decreases in the supply of used vehicles coming to the wholesale market may impact sales volumes, which may adversely affect our revenue and profitability.
If our customers do not continue to use our marketplace platform or purchase additional services from us, our revenue may decline and our business, results of operations and financial condition may be harmed. Decreases in the supply of used vehicles coming to the wholesale market may impact sales volumes, which may adversely affect our revenue and profitability.
While we maintain general liability insurance coverage ,coverage for errors or omissions including cyber, we cannot assure you that such coverage will be adequate or otherwise protect us from liabilities or damages with respect to claims alleging compromises of personal information or that such coverage will continue to be available on acceptable terms or at all.
While we maintain general liability insurance coverage and coverage for errors and omissions including cyber-attacks, we cannot assure you that such coverage will be adequate or otherwise protect us from liabilities or damages with respect to claims alleging compromises of personal information or that such coverage will continue to be available on acceptable terms or at all.
Further, based on shares outstanding as of December 31, 2022, holders of a significant percentage of our capital stock, had rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.
Further, based on shares outstanding as of December 31, 2023, holders of a significant percentage of our capital stock, had rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.
The wholesale sale of used vehicles through our platform and financing offerings may be subject to state and local licensing requirements.
The wholesale sale of used vehicles through our marketplace platform and financing offerings may be subject to state and local licensing requirements.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: • any derivative claim or cause of action brought on our behalf; • any claim or cause of action asserting a breach of fiduciary duty; • any claim or cause of action against us arising under the Delaware General Corporation Law; • any claim or cause of action arising under or seeking to interpret our amended and restated certificate of incorporation, or our amended and restated bylaws; and • any claim or cause of action against us that is governed by the internal affairs doctrine.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: • any derivative claim or cause of action brought on our behalf; • any claim or cause of action asserting a breach of fiduciary duty; • any claim or cause of action against us arising under the Delaware General Corporation Law; 40 Table of Contents • any claim or cause of action arising under or seeking to interpret our amended and restated certificate of incorporation, or our amended and restated bylaws; and • any claim or cause of action against us that is governed by the internal affairs doctrine.
Our ability to provide a compelling user experience, both on the web and through mobile devices, is subject to a number of factors, including: • our ability to maintain an attractive marketplace for our customers; • our ability to continue to innovate and introduce products for our marketplace; • our ability to launch new products that are effective and have a high degree of customer engagement; • our ability to maintain the compatibility of our mobile application with operating systems, such as iOS and Android, and with popular mobile devices running such operating systems; and • our ability to access a sufficient amount of data to enable us to provide relevant information to customers, including pricing information and accurate vehicle details which inform our inspection reports.
Our ability to provide a compelling user experience, both on the web and through mobile devices, is subject to a number of factors, including: • our ability to maintain an attractive marketplace for our customers; • our ability to continue to innovate and introduce products for our marketplace; • our ability to launch new products that are effective and have a high degree of customer engagement, including products that are powered by artificial intelligence; • our ability to maintain the compatibility of our mobile application with operating systems, such as iOS and Android, and with popular mobile devices running such operating systems; and • our ability to access a sufficient amount of data to enable us to provide relevant information to customers, including pricing information and accurate vehicle details which inform our inspection reports.
Furthermore, we may have to incur significantly higher and more sustained advertising and promotional expenditures or offer more incentives than we currently anticipate in order to attract additional buyers to our platform and convert them into participants on our online auction marketplace.
Furthermore, we may have to incur significantly higher and more sustained advertising and promotional expenditures or offer more incentives than we currently anticipate in order to attract additional buyers to our digital marketplace and convert them into participants on our online auction marketplace.
We are currently the registrant of various domain names. The regulation of domain names in the United States is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names.
We are currently the registrant of various domain names. The regulation of domain names in the United States and abroad is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names.
If the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability. 14 Table of Contents Our business has grown as new customers have begun to trust and use our online platform and value-added products and services as a new way to buy and sell their vehicles to other dealers.
If the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability. 14 Table of Contents Our business has grown as new customers have begun to trust and use our digital marketplace and value-added products and services as a new way to buy and sell their vehicles to other dealers.
In addition, buyers may be entitled in certain circumstances to cancellation of their purchase, which could reduce the amount of revenue we earn from the relevant sale. 21 Table of Contents In addition, through our Go Green assurance, we offer sellers an assurance with regard to our vehicle inspection services with increased protection from the provisions of our arbitration policy.
In addition, buyers may be entitled in certain circumstances to cancellation of their purchase, which could reduce the amount of revenue we earn from the relevant sale. In addition, through our Go Green assurance, we offer sellers an assurance with regard to our vehicle inspection services with increased protection from the provisions of our arbitration policy.
Unfavorable media coverage could harm our business, results of operations and financial condition. 22 Table of Contents We are the subject of media coverage from time to time. Unfavorable publicity regarding our business model, customer support, technology, product offerings, marketplace changes, marketplace quality, data privacy or security practices or management team could adversely affect our reputation.
Unfavorable media coverage could harm our business, results of operations and financial condition. We are the subject of media coverage from time to time. Unfavorable publicity regarding our business model, customer support, technology, product offerings, marketplace changes, marketplace quality, data privacy or security practices or management team could adversely affect our reputation.
Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition. Our use of “open source” software could adversely affect our ability to offer our products and services and subject us to possible litigation. We use open source software in connection with our products and services.
Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition. 33 Table of Contents Our use of “open source” software could adversely affect our ability to offer our products and services and subject us to possible litigation. We use open source software in connection with our products and services.
The market price of our Class A common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: • actual or anticipated fluctuations in our results of operations and financial condition; • variance in our financial performance from expectations of securities analysts; • changes in our projected operating and financial results; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • announcements or concerns regarding real or perceived quality or health issues with our products or similar products of our competitors; • adoption of new regulations applicable to the food industry or the expectations concerning future regulatory developments; 39 Table of Contents • our involvement in litigation; • future sales of our Class A common stock by us or our stockholders; • changes in senior management or key personnel; • the trading volume of our Class A common stock; • changes in the anticipated future size and growth rate of our market; and • general economic and market conditions.
The market price of our Class A common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: • actual or anticipated fluctuations in our results of operations and financial condition; • variance in our financial performance from expectations of securities analysts; • changes in our projected operating and financial results; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • announcements or concerns regarding real or perceived quality or health issues with our products or similar products of our competitors; 38 Table of Contents • adoption of new regulations applicable to the industries in which we operate or the expectations concerning future regulatory developments; • our involvement in litigation; • future sales of our Class A common stock by us or our stockholders; • changes in senior management or key personnel; • the trading volume of our Class A common stock; • changes in the anticipated future size and growth rate of our market; and • general economic and market conditions.
The industry in which we operate is and will continue to be subject to extensive U.S. federal, state, local and international laws and regulations. The wholesale, financing and transportation of used vehicles are regulated by the states in which we operate and by the U.S. federal government. These laws can vary significantly from state to state.
The industry in which we operate is and will continue to be subject to extensive U.S. federal, state, local and international laws and regulations. The wholesale, financing and transportation of used vehicles are regulated by the 34 Table of Contents states in which we operate and by the U.S. federal government. These laws can vary significantly from state to state.
If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Class A common stock could decline. 40 Table of Contents The market price and trading volume of our Class A common stock will be heavily influenced by the way analysts interpret our financial information and other disclosures.
If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Class A common stock could decline. The market price and trading volume of our Class A common stock will be heavily influenced by the way analysts interpret our financial information and other disclosures.
As a result, we may not be able to acquire or maintain domain names that are important for our business. While software can, in some cases, be protected under copyright law, we have chosen not to register any copyrights in our proprietary software, and instead, primarily rely on unregistered copyrights to protect our proprietary software.
As a result, we may not be able to acquire or maintain domain names that are important for our business. 31 Table of Contents While software can, in some cases, be protected under copyright law, we have chosen not to register any copyrights in our proprietary software, and instead, primarily rely on unregistered copyrights to protect our proprietary software.
We face risks with respect to the condition of vehicles sold through our marketplace. We are engaged to inspect the majority of vehicles sold through our marketplace. We periodically receive complaints from buyers and sellers who believe our inspection reports are not consistent with the condition of the relevant vehicle sold through our marketplace.
We are engaged to inspect the majority of vehicles sold through our marketplace. We periodically receive complaints from buyers and sellers who believe our inspection reports are not consistent with the condition of the relevant vehicle sold through our marketplace.
We also are subject to laws and regulations involving taxes, privacy and data security, anti-spam, content protection, electronic contracts and communications, mobile communications, unencumbered internet access to our platform, the design and operation of websites and internet neutrality. 36 Table of Contents We are subject to laws and regulations affecting public companies, including securities laws and exchange listing rules.
We also are subject to laws and regulations involving taxes, privacy and data security, anti-spam, content protection, electronic contracts and communications, mobile communications, unencumbered internet access to our marketplace platform, the design and operation of websites and internet neutrality. We are subject to laws and regulations affecting public companies, including securities laws and exchange listing rules.
Acts of terrorism could also cause disruptions in our businesses, consumer demand or the economy as a whole. We may not have sufficient protection or recovery plans in some circumstances, such as if a natural disaster affects main transportation routes for the delivery of vehicles.
Geopolitical tensions, armed conflicts, or acts of terrorism could also cause disruptions in our businesses, consumer demand or the economy as a whole. We may not have sufficient protection or recovery plans in some circumstances, such as if a natural disaster affects main transportation routes for the delivery of vehicles.
Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.
Any such 37 Table of Contents issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.
Even if our revenue continues to increase, we expect that our revenue growth rate will decline in the future as a result of a variety of factors, including the maturation of our business, increased competition, changes to technology, a decrease in the growth of our overall market or our failure, for any reason, to continue to take advantage of growth opportunities.
Even if our revenue continues to increase, it is possible that our revenue growth rate will decline in the future as a result of a variety of factors, including the maturation of our business, increased competition, changes to technology, a decrease in the growth of our overall market or our failure, for any reason, to continue to take advantage of growth opportunities.
As a result, as of December 31, 2022, holders of our Class B common stock, collectively own shares representing approximately 75.0% of the voting power of our outstanding capital stock with our directors, their affiliates, and our executive officers owning the majority of Class B common stock.
As a result, as of December 31, 2023, holders of our Class B common stock, collectively own shares representing approximately 63.0% of the voting power of our outstanding capital stock with our directors, their affiliates, and our executive officers owning the majority of Class B common stock.
We are dependent on the supply of used vehicles in the wholesale market, and our financial performance depends, in part, on conditions in the automotive industry.
We are dependent on the supply of used vehicles in the wholesale market, and our 24 Table of Contents financial performance depends, in part, on conditions in the automotive industry.
As a result of our limited operating history, our ability to accurately forecast our future results of operations and financial condition is limited and subject to a number of uncertainties, including our ability to plan for and model future growth.
We commenced operations in 2014. As a result of our limited operating history, our ability to accurately forecast our future results of operations and financial condition is limited and subject to a number of uncertainties, including our ability to plan for and model future growth.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our Class A common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; • establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may be removed for cause only upon the vote of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock; • provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and • require the approval of our board of directors or the holders of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock to amend our bylaws and certain provisions of our certificate of incorporation. 41 Table of Contents These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our Class A common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; • establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may be removed for cause only upon the vote of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock; • provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and • require the approval of our board of directors or the holders of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock to amend our bylaws and certain provisions of our certificate of incorporation.
Our business is subject to the risk of natural disasters, adverse weather events, global pandemics, and other catastrophic events, and to interruption by man-made problems such as terrorism.
Our business is subject to the risk of natural disasters, adverse weather events, global pandemics, and other catastrophic events, and to interruption by man-made problems such as geopolitical tensions, armed conflicts and acts of terrorism.
Our revenue was $421.5 million and $358.4 million for the years ended December 31, 2022 and 2021, respectively. You should not rely on the revenue growth of any prior period as an indication of our future performance.
Our revenue was $481.2 million and $421.5 million for the years ended December 31, 2023 and 2022, respectively. You should not rely on the revenue growth of any prior period as an indication of our future performance.
In particular, we intend to continue to expend substantial financial and other resources on: • our online platform, including systems architecture, scalability, availability, performance and security; • the development of new products and services, as well as investments in further optimizing our existing products and services; • our sales organization, operations teams, and customer support teams to engage our existing and prospective customers, increase usage by existing customers, drive adoption of our products, expand use cases and integrations and support expansion; 15 Table of Contents • acquisitions or strategic investments; • expansion into new territories, including in markets outside of the United States; • increased headcount; and • general administration, including increased legal and accounting expenses associated with being a public company and our transition from emerging growth company status.
In particular, we expect that we will continue to expend substantial financial and other resources on: • our online digital marketplace, including systems architecture, scalability, availability, performance and security; • the development of new products and services, as well as investments in further optimizing our existing products and services; • our sales organization, operations teams, and customer support teams to engage our existing and prospective customers, increase usage by existing customers, drive adoption of our products, expand use cases and integrations and support expansion; • acquisitions or strategic investments; • expansion into new territories, including in markets outside of the United States; • increased headcount; and • general administration, including increased legal and accounting expenses associated with being a public company.
We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our Class A common stock. In addition, there were 6,489,417 shares of Class B common stock issuable upon the exercise of options as of December 31, 2022.
We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our Class A common stock. In addition, there were 5,890,376 shares of Class B common stock issuable upon the exercise of options as of December 31, 2023.
Accordingly, holders of our Class A common stock may need to rely on sales of their holdings of Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.
Accordingly, holders of our Class A common stock may need to rely on sales of their holdings of Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. It em 1B. Unresolved Staff Comments. None.
These regulations and laws may involve taxes, tariffs, data privacy and security, anti-spam, pricing, content protection, electronic contracts and communications, mobile communications, consumer protection, information reporting requirements, unencumbered internet access to our platform, the design and operation of websites and internet neutrality.
Existing and future regulations and laws could impede the growth of the internet, ecommerce or mobile commerce. These regulations and laws may involve taxes, tariffs, data privacy and security, anti-spam, pricing, content protection, electronic contracts and communications, mobile communications, consumer protection, information reporting requirements, unencumbered internet access to our marketplace platform, the design and operation of websites and internet neutrality.
Other factors that may cause our quarterly results to fluctuate include, without limitation: • our ability to attract new customers; • our ability to generate revenue from our value-added products and services; • changes in the competitive dynamics of our industry; • the regulatory environment; 20 Table of Contents • expenses associated with unforeseen quality issues; • macroeconomic conditions, including, for example, conditions created by the COVID-19 pandemic; • seasonality of the automotive industry; and • litigation or other claims against us.
Other factors that may cause our quarterly results to fluctuate include, without limitation: • our ability to attract new customers; • our ability to generate revenue from our value-added products and services; • changes in the competitive dynamics of our industry; • the regulatory environment; • expenses associated with unforeseen quality issues; • macroeconomic or geopolitical conditions and armed conflicts; 22 Table of Contents • seasonality of the automotive industry; and • litigation or other claims against us.
We rely on third-party technology for certain critical business functions that help us deliver our products and services and operate our business. Our business is dependent on the integrity, security and efficient operation of these systems and technologies.
We rely on third-party technology and information systems to complete critical business functions and such reliance may negatively impact our business. We rely on third-party technology for certain critical business functions that help us deliver our products and services and operate our business. Our business is dependent on the integrity, security and efficient operation of these systems and technologies.
However, the second buyer may only be willing to pay a lower price for the vehicle than the first buyer, and we bear the risk of loss for such resale as well, which may adversely affect our business, results of operations and financial condition. Failure to deal effectively with fraudulent activities on our platform, could harm our business.
However, the second buyer may only be willing to pay a lower price for the vehicle than the first buyer, and we bear the risk of loss for such resale as well, which may adversely affect our business, results of operations and financial condition.
We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies and issue equity securities to pay for any such acquisition or investment.
We expect to grant equity awards to employees, directors and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies and issue equity securities to pay for any such acquisition or investment.
Any of the foregoing could have an adverse effect on our business, results of operations and financial condition. 30 Table of Contents Security breaches, cyber-attacks or other similar incidents with respect to our information technology systems, or those of our third-party service providers, could result in adverse consequences, including, but not limited to, a disruption of our business operations; reputational harm; loss of revenue or profits; regulatory investigations or actions; litigation; fines and penalties.
Security breaches, cyber-attacks or other similar incidents with respect to our information technology systems, or those of our third-party service providers, could result in adverse consequences, including, but not limited to, a disruption of our business operations; reputational harm; loss of revenue or profits; regulatory investigations or actions; litigation; fines and penalties.
In addition, the loss of any of our executive officers or other employees could adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, if at all.
Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. In addition, the loss of any of our executive officers or other employees could adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, if at all.
Changes to U.S. federal tax policy may negatively affect consumer spending. 25 Table of Contents In addition, the market for used vehicles may be impacted by the significant, and likely accelerating, changes to the broader automotive industry, which may render our existing or future business model or our auction marketplace and value-added products and services less competitive, unmarketable or obsolete.
In addition, the market for used vehicles may be impacted by the significant, and likely accelerating, changes to the broader automotive industry, which may render our existing or future business model or our auction marketplace and value-added products and services less competitive, unmarketable or obsolete.
In addition, we may not successfully demonstrate the value of these value-added products and services to customers, and failure to do so would compromise our ability to successfully expand into these additional revenue streams. Any of these risks, if realized, may harm our business, results of operations and financial condition.
In addition, we may not successfully demonstrate the value of these value-added products and services to customers, and failure to do so would compromise our ability to successfully expand into these additional revenue streams.
We have certain trademarks that are important to our business, such as the ACV Auctions trademark, the ACV and Auctions logo. If we fail to adequately protect or enforce our rights under these trademarks, we may lose the ability to use those trademarks or to prevent others from using them, which could adversely harm our reputation and our business.
If we fail to adequately protect or enforce our rights under these trademarks, we may lose the ability to use those trademarks or to prevent others from using them, which could adversely harm our reputation and our business.
We track certain operational metrics with internal systems and tools and do not independently verify such metrics. Certain of our operational metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business, results of operations, financial condition and reputation.
Certain of our operational metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business, results of operations, financial condition and reputation.

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Biggest changeC ONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year ended December 31, 2022 2021 2020 Cash Flows from Operating Activities Net income (loss) $ ( 102,193 ) $ ( 78,182 ) $ ( 41,021 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 11,378 8,753 7,244 Stock-based compensation expense, net of amounts capitalized 39,324 23,220 5,705 Provision for bad debt 11,048 4,963 5,181 (Gain) on contingent liabilities - - ( 3,063 ) Other non-cash, net ( 57 ) 656 901 Changes in operating assets and liabilities, net of effects from purchases of businesses: Trade receivables 47,170 ( 120,155 ) ( 29,226 ) Other current assets 349 ( 2,047 ) ( 5,702 ) Accrued interest on marketable securities ( 1,381 ) - - Accounts payable ( 73,087 ) 242,856 66,217 Accrued payroll ( 6,000 ) 3,236 4,095 Accrued other liabilities ( 853 ) 4,065 ( 1,716 ) Other long-term liabilities ( 551 ) ( 1,465 ) 2,418 Other assets ( 322 ) ( 610 ) ( 665 ) Net cash provided by (used in) operating activities ( 75,175 ) 85,290 10,368 Cash Flows from Investing Activities Net increase in finance receivables ( 37,982 ) ( 36,956 ) ( 5,288 ) Purchases of property and equipment ( 3,211 ) ( 2,569 ) ( 3,503 ) Capitalization of software costs ( 20,185 ) ( 11,460 ) ( 5,382 ) Purchases of marketable securities ( 269,678 ) ( 13,781 ) - Maturities and redemptions of marketable securities 66,990 - - Acquisition of businesses (net of cash acquired) ( 18,913 ) ( 64,500 ) ( 5,500 ) Net cash provided by (used in) investing activities ( 282,979 ) ( 129,266 ) ( 19,673 ) Cash Flows from Financing Activities Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs - 385,736 - Proceeds from long term debt 275,000 5,250 6,787 Payments towards long term debt ( 200,000 ) ( 9,582 ) ( 1,980 ) Proceeds from issuance of Series E1 preferred stock - - 55,000 Payments towards promissory note - ( 2,637 ) - Proceeds from exercise of stock options 1,210 1,631 1,822 Payments for debt issuance and other financing costs - ( 1,385 ) ( 738 ) Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders ( 5,458 ) ( 2,768 ) - Proceeds from employee stock purchase plan 2,181 - - Other financing activities, net - - ( 136 ) Net cash provided by (used in) financing activities 72,933 376,245 60,755 Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 21 ) - - Net increase (decrease) in cash, cash equivalents, and restricted cash ( 285,242 ) 332,269 51,450 Cash, cash equivalents, and restricted cash, beginning of period 565,994 233,725 182,275 Cash, cash equivalents, and restricted cash, end of period $ 280,752 $ 565,994 $ 233,725 Supplemental disclosure of cash flow information Cash paid (received) during the period for: Interest (income) expense $ ( 3,556 ) $ 398 $ 171 Income taxes $ 388 $ 261 $ 59 Cash paid included in the measurement of operating lease liabilities $ 1,502 $ 954 $ 770 Non-cash investing and financing activities: Stock-based compensation included in capitalized software development costs $ 2,013 $ 472 $ - Purchase of property and equipment and internal use software in accounts payable $ 1,231 $ 587 $ 133 74 Table of Contents The accompanying notes are an integral part of these consolidated financial statements. 75 Table of Contents ACV AUCTIONS INC.
Biggest changeC ONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 Cash Flows from Operating Activities Net income (loss) $ ( 75,261 ) $ ( 102,193 ) $ ( 78,182 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 19,285 11,378 8,753 Stock-based compensation expense, net of amounts capitalized 49,648 39,324 23,220 Provision for bad debt 10,923 11,048 4,963 Other non-cash, net ( 1,464 ) ( 57 ) 656 Changes in operating assets and liabilities, net of effects from purchases of businesses: Trade receivables 14,406 47,170 ( 120,155 ) Other operating assets ( 310 ) ( 1,354 ) ( 2,657 ) Accounts payable ( 34,612 ) ( 73,087 ) 242,856 Other operating liabilities ( 500 ) ( 7,404 ) 5,836 Net cash provided by (used in) operating activities ( 17,885 ) ( 75,175 ) 85,290 Cash Flows from Investing Activities Net increase in finance receivables ( 45,273 ) ( 37,982 ) ( 36,956 ) Purchases of property and equipment ( 2,330 ) ( 3,211 ) ( 2,569 ) Capitalization of software costs ( 25,840 ) ( 20,185 ) ( 11,460 ) Purchases of marketable securities ( 146,032 ) ( 269,678 ) ( 13,781 ) Maturities and redemptions of marketable securities 135,724 66,990 - Sales of marketable securities 2,402 - - Acquisition of businesses (net of cash acquired) ( 29,623 ) ( 18,913 ) ( 64,500 ) Net cash provided by (used in) investing activities ( 110,972 ) ( 282,979 ) ( 129,266 ) Cash Flows from Financing Activities Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs - - 385,736 Proceeds from long term debt 420,000 275,000 5,250 Payments towards long term debt ( 380,500 ) ( 200,000 ) ( 9,582 ) Payments towards promissory note - - ( 2,637 ) Proceeds from exercise of stock options 4,265 1,210 1,631 Payments for debt issuance and other financing costs - - ( 1,385 ) Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders ( 16,025 ) ( 5,458 ) ( 2,768 ) Proceeds from employee stock purchase plan 3,062 2,181 - Other financing activities ( 169 ) - - Net cash provided by (used in) financing activities 30,633 72,933 376,245 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 43 ( 21 ) - Net increase (decrease) in cash, cash equivalents, and restricted cash ( 98,181 ) ( 285,242 ) 332,269 Cash, cash equivalents, and restricted cash, beginning of period 280,752 565,994 233,725 Cash, cash equivalents, and restricted cash, end of period $ 182,571 $ 280,752 $ 565,994 Supplemental disclosure of cash flow information Cash paid during the period for: Interest expense $ 989 $ 493 $ 368 Income taxes $ 715 $ 388 $ 261 Non-cash investing and financing activities: Stock-based compensation included in capitalized software development costs $ 3,383 $ 2,013 $ 472 Purchase of property and equipment and internal use software in accounts payable $ 1,045 $ 1,231 $ 587 The accompanying notes are an integral part of these consolidated financial statements. 72 Table of Contents ACV AUCTIONS INC.
Our platform leverages data insights and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency.
Our marketplace platform leverages data insights and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency.
We help dealers source and manage inventory and accurately price their vehicles as well as process payments, transfer titles, manage arbitrations, and finance and transport vehicles. Our platform encompasses: • Digital Marketplace . Connects buyers and sellers of wholesale vehicles in an intuitive and efficient manner.
We help dealers source and manage inventory and accurately price their vehicles as well as process payments, transfer titles, manage arbitrations, and finance and transport vehicles. Our marketplace platform encompasses: • Digital Marketplace . Connects buyers and sellers of wholesale vehicles in an intuitive and efficient manner.
Since the launch of our platform, Marketplace Units have generally increased as we have expanded our territory coverage, added new Marketplace Buyers and Marketplace Sellers to our platform and increased our share of wholesale transactions from existing customers.
Since the launch of our marketplace platform, Marketplace Units have generally increased as we have expanded our territory coverage, added new Marketplace Buyers and Marketplace Sellers to our marketplace platform and increased our share of wholesale transactions from existing customers.
Our ability to increase share from existing customers will depend on a number of factors, including our customers’ satisfaction with our platform, competition, pricing and overall changes in our customers’ engagement levels. Add New Marketplace Buyers and Marketplace Sellers We believe we have a significant opportunity to add new marketplace participants.
Our ability to increase share from existing customers will depend on a number of factors, including our customers’ satisfaction with our marketplace platform, competition, pricing and overall changes in our customers’ engagement levels. Add New Marketplace Buyers and Marketplace Sellers We believe we have a significant opportunity to add new marketplace participants.
Our ability to attract new Marketplace Buyers and Marketplace Sellers will depend on a number of factors including: the ability of our sales team to onboard dealers and commercial consignors onto our platform and ensure their satisfaction, the ability of our territory managers to build awareness of our brand, the ability of our vehicle condition inspectors, or VCIs, to cultivate relationships with our customers in their respective territories, and the effectiveness of our marketing efforts.
Our ability to attract new Marketplace Buyers and Marketplace Sellers will depend on a number of factors including: the ability of our sales team to onboard dealers and commercial consignors onto our marketplace platform and ensure their satisfaction, the ability of our territory managers to build awareness of our brand, the ability of our vehicle condition inspectors, or VCIs, to cultivate relationships with our customers in their respective territories, and the effectiveness of our marketing efforts.
These data services enable our customers to make more informed inventory management decisions both on and off our digital marketplace. In addition, we will continue to focus on developing new products and services that enhance our platform in areas including new data-powered products.
These data services enable our customers to make more informed inventory management decisions both on and off our digital marketplace. In addition, we will continue to focus on developing new products and services that enhance our marketplace platform in areas including new data-powered products.
The Company’s operating leases have lease and non-lease components for which the Company has elected to apply the practical expedient and account for each lease component and related non-lease component as one single component. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
The Company’s operating leases have lease and non-lease components for which the Company has elected to apply the practical expedient and account for each lease component and related non-lease component as one single component. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
Goodwill acquired in connection with this acquisition will be deductible for tax purposes in the United States and will be amortized on a straight-line basis over 15 years. Monk SAS is an AI company delivering state of the art visual processing capabilities for the automotive, insurance and mobility markets.
Goodwill acquired in connection with this acquisition will be deductible for tax purposes in the United States and amortized on a straight-line basis over 15 years . Monk SAS is an AI company delivering state of the art visual processing capabilities for the automotive, insurance and mobility markets.
Some of these limitations include that: (i) it does not consider the impact of stock-based compensation expense; (ii) although amortization is a non-cash charge, the underlying assets may need to be replaced and Non-GAAP Net loss does not reflect these capital expenditures; (iii) it does not consider the impact of any contingent consideration liability valuation adjustments; and (iv) it does not consider the impact of other one-time charges, such as acquisition-related and restructuring expenses, which could be material to the results of our operations.
Some of these limitations include that: (i) it does not consider the impact of stock-based compensation expense; (ii) although amortization is a non-cash charge, the underlying assets may need to be replaced and Non-GAAP Net income (loss) does not reflect these capital expenditures; (iii) it does not consider the impact of any contingent consideration liability valuation adjustments; and (iv) it does not consider the impact of other one-time charges, such as acquisition-related and restructuring expenses, which could be material to the results of our operations.
In the calculation of Non-GAAP Net loss, we exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact our non-cash expense. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between our operating results from period to period.
In the calculation of Non-GAAP Net income (loss), we exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact our non-cash expense. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between our operating results from period to period.
Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, allowance for doubtful receivables, contingent consideration, fair value of guarantees, impairment of goodwill, loss estimates related to guarantee claims, fair value and useful lives of acquired intangible assets, fair value of stock consideration, and accounting for income taxes, including the valuation allowance on deferred tax assets .
Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, allowance for doubtful receivables, contingent consideration, fair value of guarantees, impairment of goodwill, loss estimates related to guarantee claims, fair value and useful lives of acquired intangible assets, and accounting for income taxes, including the valuation allowance on deferred tax assets .
Concentration of Credit Risk Financial instruments that potentially subject the company to credit risk primarily consist of cash and cash equivalents, short-term high credit-quality money market funds at financial institutions that management believes are of high credit quality, and marketable investment securities with investment-grade ratings. The Company has not realized any losses on such amounts.
Concentration of Credit Risk Financial instruments that potentially subject the company to credit risk primarily consist of cash and cash equivalents, short-term high credit-quality money market funds at financial institutions that management believes are of high credit quality, and marketable investment securities with investment-grade ratings. The Company has not realized any material losses on such amounts.
Marketplace Units transacted includes any vehicle that successfully reaches sold status, even if the auction is subsequently unwound, meaning the buyer or seller does not complete the transaction. These instances have been immaterial to date. Marketplace Units exclude vehicles that were inspected by ACV, but not sold on our digital marketplace.
Marketplace Units transacted includes any vehicle that successfully reaches sold status, even if the auction is subsequently unwound, meaning the buyer or seller does not complete the transaction. These instances have been immaterial to date. Marketplace Units exclude vehicles that were inspected by ACV, but not sold on our marketplace.
The investments we make in our platform are designed to grow our revenue opportunity and to improve our operating results in the long term, but these investments could also delay our ability to achieve profitability or reduce our profitability in the near term. Our success is dependent on making value-generative investments that support our future growth.
The investments we make in our marketplace platform are designed to grow our revenue opportunity and to improve our operating results in the long term, but these investments could also delay our ability to achieve profitability or reduce our profitability in the near term. Our success is dependent on making value-generative investments that support our future growth.
We exclude amortization of acquired intangible assets from the calculation of Non-GAAP Net loss. We believe that excluding the impact of amortization of acquired intangible assets allows for more meaningful comparisons between operating results from period to period as the underlying intangible assets are valued at the time of acquisition and are amortized over several years after the acquisition.
We exclude amortization of acquired intangible assets from the calculation of Non-GAAP Net income (loss). We believe that excluding the impact of amortization of acquired intangible assets allows for more meaningful comparisons between operating results from period to period as the underlying intangible assets are valued at the time of acquisition and are amortized over several years after the acquisition.
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.
The Company operates in one industry segment, providing a wholesale auction marketplace (the “Marketplace”) to facilitate business-to-business used vehicle sales between a selling dealership (“Seller”) and a buying dealership (“Buyer”). Customers using the Marketplace are licensed automotive dealerships or other commercial automotive enterprises.
The acquisition of Monk enables the Company to enhance its service offerings and inspection capabilities for dealers and commercial partners. The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company's results of operations from the acquisition date.
The acquisition of Monk enables the Company to enhance its service offerings and inspection capabilities for dealers and commercial partners. The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company's results of operations from the acquisition date. 17.
Our future success is dependent on our ability to successfully grow our market presence and market and sell existing and new products to both new and existing customers. 49 Table of Contents Grow Value-Added and Data Services We plan to continue to drive customer adoption of our existing value-added and data services and introduce new and complementary products.
Our future success is dependent on our ability to successfully grow our market presence and market and sell products to both new and existing customers. 49 Table of Contents Grow Value-Added and Data Services We continue to drive customer adoption of our existing value-added and data services and introduce new and complementary products.
However, management believes that Non-GAAP Net loss, a financial measure that is not presented in accordance with GAAP, provides investors with additional useful information to measure operating performance and current and future liquidity when taken together with our financial results presented in accordance with GAAP.
However, management believes that Non-GAAP Net income (loss), a financial measure that is not presented in accordance with GAAP, provides investors with additional useful information to measure operating performance and current and future liquidity when taken together with our financial results presented in accordance with GAAP.
All services are provided in the United States and certain data services are also provided internationally. Services are supported by the Company’s operations which are in the United States, Canada and France. Basis of Consolidation – The consolidated financial statements include the accounts of ACV Auctions Inc. and all of its subsidiaries.
All services are provided in the United States and certain data services are also provided internationally. Services are supported by the Company’s operations which are in the United States, Canada, France, and India. Basis of Consolidation – The consolidated financial statements include the accounts of ACV Auctions Inc. and all of its subsidiaries.
(a) Documents filed as part of this report (1) All financial statements Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42) Consolidated Statements of Operations for the Years ended December 31, 2022, 2021, and 2020 Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2022, 2021, and 2020 Consolidated Balance Sheets as of December 31, 2022 and 2021 Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) for the Years ended December 31, 2022, 2021, and 2020 Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 2021, and 2020 Notes to Consolidated Financial Statements (2) Financial statement schedules All financial statement schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.
(a) Documents filed as part of this report (1) All financial statements Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42) Consolidated Statements of Operations for the Years ended December 31, 2023, 2022, and 2021 Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2023, 2022, and 2021 Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) for the Years ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the Years ended December 31, 2023, 2022, and 2021 Notes to Consolidated Financial Statements (2) Financial statement schedules All financial statement schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.
In addition, our use of Non-GAAP Net loss may not be comparable to similarly titled measures of other companies because they may not calculate Non-GAAP Net loss in the same manner, limiting its usefulness as a comparative measure.
In addition, our use of Non-GAAP Net income (loss) may not be comparable to similarly titled measures of other companies because they may not calculate Non-GAAP Net income (loss) in the same manner, limiting its usefulness as a comparative measure.
Because of these limitations, when evaluating our performance, you should consider Non-GAAP Net loss alongside other financial measures, including our net loss and other results stated in accordance with GAAP.
Because of these limitations, when evaluating our performance, you should consider Non-GAAP Net income (loss) alongside other financial measures, including our net loss and other results stated in accordance with GAAP.
Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Control over Financial Reporting There was no change in the Company's internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
The Company does not intend to sell the instruments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. Unrealized gain and losses on marketable securities are presented net of tax. 84 Table of Contents 4.
The Company does not intend to sell the instruments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. Unrealized gain and losses on marketable securities are presented net of tax. 81 Table of Contents 4.
However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
However, management does not expect that the Company's disclosure controls and procedures or the Company's internal control over financial reporting will prevent or detect all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Overview Our mission is to build and enable the most trusted and efficient digital marketplace for buying and selling used vehicles with transparency and comprehensive data that was previously unimaginable. We provide a highly efficient and vibrant digital marketplace for wholesale vehicle transactions and data services that offer transparent and accurate vehicle information to our customers.
Overview Our mission is to build and enable the most trusted and efficient marketplace platform for buying and selling used vehicles with transparency and comprehensive data that was previously unimaginable. We provide a highly efficient and vibrant marketplace platform for wholesale vehicle transactions and data services that offer transparent and accurate vehicle information to our customers.
Leases – The Company determines if an arrangement is a lease at inception. Operating leases with a term greater than twelve months are included in Other assets and Other long-term liabilities in our Consolidated Balance Sheets. The Company has elected to account for operating leases with a term less than twelve months to be expensed as incurred.
Leases – The Company determines if an arrangement is a lease at inception. Operating leases with a term greater than twelve months are included in Other assets and Other long-term liabilities in the Company's Consolidated Balance Sheets. The Company has elected to account for operating leases with a term less than twelve months to be expensed as incurred.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We believe that Marketplace GMV acts as an indicator of the success of our marketplace, signaling satisfaction of dealers and buyers on our marketplace, and the health, scale, and growth of our business. We define Marketplace GMV as the total dollar value of vehicles transacted through our digital marketplace within the applicable period, excluding any auction and ancillary fees.
We believe that Marketplace GMV acts as an indicator of the success of our marketplace, signaling satisfaction of dealers and buyers on our marketplace, and the health, scale, and growth of our business. We define Marketplace GMV as the total dollar value of vehicles transacted through our marketplace platform within the applicable period, excluding any auction and ancillary fees.
Cash and Cash Equivalents – The Company considers all highly liquid instruments originally purchased with a maturity of three months or less to be cash equivalents. Included within Cash and cash equivalents on the Consolidated Balance Sheets are restricted cash balances of $ 0.7 million at December 31, 2022 and December 31, 2021 .
Cash and Cash Equivalents – The Company considers all highly liquid instruments originally purchased with a maturity of three months or less to be cash equivalents. Included within Cash and cash equivalents on the Consolidated Balance Sheets are restricted cash balances of $ 0.7 million at December 31, 2023 and December 31, 2022 .
Transportation fees charged to the buyer are reported on a gross basis. We also generate data services revenue through our True360 reports and MAX Digital inventory management software subscriptions and offer short-term inventory financing to eligible customers purchasing vehicles through the marketplace.
Transportation fees charged to the buyer are reported on a gross basis. We also generate data services revenue through our True360 reports and ACV MAX inventory management software subscriptions and offer short-term inventory financing to eligible customers purchasing vehicles through the marketplace.
The Alternate Base Rate is the highest of (a) the Wall Street Journal prime rate, (b) the NYFRB rate plus 0.5% and (c)(i) 1.00% plus (ii) the adjusted LIBOR rate for a one-month interest period. The 2021 Revolver has a maturity date of August 24, 2026.
The Alternate Base Rate is the highest of (a) the Wall Street Journal prime rate, (b) the NYFRB rate plus 0.5% and (c)(i) 1.00% plus (ii) the adjusted SOFR rate for a one-month interest period. The 2021 Revolver has a maturity date of August 24, 2026.
(the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, changes in convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).
(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
ACV Auctions Inc Date: March 1, 2023 By: /s/ George Chamoun George Chamoun Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Chamoun and William Zerella, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
ACV Auctions Inc Date: February 21, 2024 By: /s/ George Chamoun George Chamoun Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Chamoun and William Zerella, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Opinion on Internal Control over Financial Reporting We have audited ACV Auctions Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, ACV Auctions Inc.
Opinion on Internal Control Over Financial Reporting We have audited ACV Auctions Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, ACV Auctions Inc.
Our independent registered public accounting firm, Ernst & Young LLP, has issued an auditors' report on the effectiveness of our internal control over financial reporting, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
The Company's independent registered public accounting firm, Ernst & Young LLP, has issued an auditors' report on the effectiveness of the Company's internal control over financial reporting, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Marketplace and service revenue also consists of data services that offer insights into the condition and value of used vehicles for transactions both on and off our Marketplace, by providing the customer an inspection of the vehicle and an inspection report and other software related services.
Marketplace and service revenue also consists of data services that offer insights into the condition and value of used vehicles for transactions both on and off the Company's Marketplace, by providing the customer an inspection of the vehicle and an inspection report and other software-related services.
Depreciation and amortization – Depreciation and amortization expense consists of depreciation of fixed assets, and amortization of acquired intangible assets and internal-use software. Amortization of implementation costs for hosted software arrangements is included within Operations and technology and Selling, general, and administrative, as applicable, consistently with the classification of the related hosted software fees.
Depreciation and amortization – Depreciation and amortization expense consists of depreciation of fixed assets, and amortization of acquired intangible assets and internal-use software. Amortization of implementation costs for hosted software arrangements is included within Operations and technology and Selling, general, and administrative, as applicable, consistent with the classification of the related hosted software fees.
Management has analyzed the Company’s tax positions, and concluded that, as of December 31, 2022 , 2021 and 2020 there are no uncertain tax positions taken or expected to be taken that would require recognition or disclosure in the consolidated financial statements.
Management has analyzed the Company’s tax positions, and concluded that, as of December 31, 2023 , 2022 and 2021 there are no uncertain tax positions taken or expected to be taken that would require recognition or disclosure in the consolidated financial statements.
We believe that our growth in Marketplace Sellers and Marketplace Buyers over time has been driven by the value proposition of our offerings, and our sales and marketing success, including our ability to attract new dealers and commercial partners to our digital marketplace.
We believe that our growth in Marketplace Sellers and Marketplace Buyers over time has been driven by the value proposition of our offerings, and our sales and marketing success, including our ability to attract new dealers and commercial partners to our marketplace platform.
These purchase commitments include goods and services received and recorded as liabilities as of December 31, 2022 as well goods and services which have not yet been delivered or performed and have, therefore, not been reflected in our Consolidated Balance Sheets and Consolidated Statements of Operations.
These purchase commitments include goods and services received and recorded as liabilities as of December 31, 2023 as well as goods and services which have not yet been delivered or performed and have, therefore, not been reflected in our Consolidated Balance Sheets and Consolidated Statements of Operations.
Management has analyzed the Company’s tax positions and has concluded that as of December 31, 2022 , there are no uncertain positions taken or expected to be taken that would require recognition or disclosure in the consolidated financial statements.
Management has analyzed the Company’s tax positions and has concluded that as of December 31, 2023 , there are no uncertain positions taken or expected to be taken that would require recognition or disclosure in the consolidated financial statements.
It demonstrates the overall engagement of our customers on the ACV platform, the vibrancy of our digital marketplace and our market share of wholesale transactions in the United States. We define Marketplace Units as the number of vehicles transacted on our marketplace within the applicable period.
It demonstrates the overall engagement of our customers on the marketplace platform, the vibrancy of our marketplace platform and our market share of wholesale transactions in the United States. We define Marketplace Units as the number of vehicles transacted on our marketplace platform within the applicable period.
Additionally, we intend to add more commercial consignors to our digital marketplace and capture a greater share of vehicles in the wholesale market that are sold to dealers by commercial consignors through auctions and private sales.
Additionally, we intend to add more commercial consignors to our marketplace platform and capture a greater share of vehicles in the wholesale market that are sold to dealers by commercial consignors through auctions and private sales.
We believe that our existing cash and cash equivalents and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months and for the long-term.
We believe that our existing cash and cash equivalents, marketable securities, and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months and for the long-term.
The Company is unable to determine the lessor’s implicit rate and uses their incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.
The Company is unable to determine the lessor’s implicit rate and uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.
Accounts Receivables & Allowance for Doubtful Receivables The Company maintains an allowance for doubtful receivables that in management’s judgement reflects losses inherent in the portfolio. A provision for doubtful receivables is recorded to adjust the level of the allowance as deemed necessary by management.
Accounts Receivables & Allowance for Doubtful Receivables The Company maintains an allowance for doubtful receivables that in management’s judgment reflects losses inherent in the portfolio. A provision for doubtful receivables is recorded to adjust the level of the allowance as deemed necessary by management.
No cash dividends had been declared or paid during the years ended December 31, 2022 and 2021. The Class B common stock converts to Class A common stock at any time at the option of the holder.
No cash dividends had been declared or paid during the years ended December 31, 2023 and 2022. The Class B common stock converts to Class A common stock at any time at the option of the holder.
Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
Management’s Report on Internal Control over Financial Reporting The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
The Company did no t identify any impairment losses related to the Company's long-lived assets during the years ended December 31, 2022, 2021, and 2020 . Commitments and Contingencies – The Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business.
The Company did no t identify any material impairment losses related to the Company's long-lived assets during the years ended December 31, 2023, 2022, and 2021 . Commitments and Contingencies – The Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business.
We were in compliance with all such applicable covenants as of December 31, 2022, and believe we are in compliance as of the date of this Annual Report on Form 10-K.
We were in compliance with all such applicable covenants as of December 31, 2023, and believe we are in compliance as of the date of this Annual Report on Form 10-K.
The estimated useful lives of our property and equipment are generally as follows: Computer equipment and devices 2 - 3 years Inspection and trade show equipment 2 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of economic life or lease term 77 Table of Contents Internal-Use Software Costs, net – The Company capitalizes its internal-use software costs during the application development stage.
The estimated useful lives of the Company's property and equipment are generally as follows: Computer equipment and devices 2 - 3 years Inspection and trade show equipment 2 - 5 years Furniture and fixtures 5 - 7 years Leasehold improvements Lesser of economic life or lease term 74 Table of Contents Internal-Use Software Costs, net – The Company capitalizes its internal-use software costs during the application development stage.
Subscription revenue is recognized on a ratable basis over the contractual subscription term of the arrangement, beginning on the date that our services are made available to the customer.
Subscription revenue is recognized on a ratable basis over the contractual subscription term of the arrangement, beginning on the date that the Company's services are made available to the customer.
The term of the guarantee is typically less than one week. No material unsettled price guarantees existed at December 31, 2022 and 2021. 87 Table of Contents 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.
The term of the guarantee is typically less than one week. No material unsettled price guarantees existed at December 31, 2023 and 2022. 84 Table of Contents 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.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 99 Table of Contents PART III It em 10. Directors, Executive Officers and Corporate Governance.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 96 Table of Contents PART III It em 10. Directors, Executive Officers and Corporate Governance.
Our loyal customers and referrals serve as a highly effective customer acquisition tool, and help drive our growth in a given territory. • Grow Brand Awareness. We plan to invest in promoting our brand by targeted marketing spend and increase customer awareness in the territories in which we operate.
Our loyal customers and referrals serve as a highly effective customer acquisition tool, and help drive our growth in a given territory. • Grow Brand Awareness. We invest in promoting our brand via targeted marketing spend to increase customer awareness in the territories in which we operate.
Due to the nature of our business, substantially all revenue is earned and trade and finance receivables are due from dealerships and commercial partners. No individual customer accounted for more than 10 % of revenue for the years ended December 31, 2022 and 2021 .
Due to the nature of the Company's business, substantially all revenue is earned and trade and finance receivables are due from dealerships and commercial partners. No individual customer accounted for more than 10 % of revenue for the years ended December 31, 2023, 2022 , and 2021.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021 is presented below.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 is presented below.
X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) _______________________________________ + Indicates management contract or compensatory plan * This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 103 Table of Contents It em 16.
X 97.1 Clawback Policy X 100 Table of Contents 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) _______________________________________ + Indicates management contract or compensatory plan * This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
These accruals are adjusted periodically as additional information becomes available. If the amount of an actual loss is greater than the amount accrued, this could have an adverse impact on our operating results in that period. 78 Table of Contents Revenue Recognition – The Company generates revenue from contracts with customers.
These accruals are adjusted periodically as additional information becomes available. If the amount of an actual loss is greater than the amount accrued, this could have an adverse impact on the Company's operating results in that period. 75 Table of Contents Revenue Recognition – The Company generates revenue from contracts with customers.
The information required by this item is incorporated by reference to the information set forth in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2022. It em 11. Executive Compensation.
The information required by this item is incorporated by reference to the information set forth in the Company's Proxy Statement relating to the Company's 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2023. It em 11. Executive Compensation.
Application of the Black-Scholes option pricing model requires significant judgment, and involves the use of subjective assumptions including: 80 Table of Contents Expected Term — The expected term represents the period that the stock-based awards are expected to be outstanding.
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.
Customer Assurance Revenue We also generate revenue by providing our Go Green assurance to sellers on the condition of certain vehicles sold on the marketplace, which is considered a guarantee under GAAP. This assurance option is only available for sellers who have enrolled in the service on qualifying vehicles for which we have prepared the vehicle condition report.
Customer Assurance Revenue We also generate revenue by providing our Go Green assurance to sellers on the condition of certain vehicles sold on the marketplace, which is considered a guarantee under GAAP. This assurance option is only available for Go Green sellers on qualifying vehicles for which we have prepared the vehicle condition report.
The Company did no t identify any impairment of its goodwill for the years ended December 31, 2022, 2021, and 2020 .
The Company did no t identify any impairment of its goodwill for the years ended December 31, 2023, 2022, and 2021 .
(3) Exhibits required by Item 601 of Regulation S-K 101 Table of Contents Exhibit Index Exhibit Number Description Form File No.
(3) Exhibits required by Item 601 of Regulation S-K 98 Table of Contents Exhibit Index Exhibit Number Description Form File No.
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations and financial condition. As of December 31, 2022, our principal commitments primarily consist of long-term debt and leases for office space.
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations and financial condition. As of December 31, 2023, our principal commitments primarily consist of long-term debt and leases for facilities.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, changes in convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated March 1, 2023 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 21, 2024 expressed an unqualified opinion thereon.
Inherent Limitations on Effectiveness of Controls 98 Table of Contents Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.
Inherent Limitations on Effectiveness of Controls 95 Table of Contents The Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, believes that the Company's disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.
Typical seasonality trends may not be observed in periods where other external factors more significantly impact the industry. 62 Table of Contents Critical Accounting Estimates We believe that the following accounting policies involve a high degree of judgement and complexity.
Typical seasonality trends may not be observed in periods where other external factors more significantly impact the industry. 61 Table of Contents Critical Accounting Estimates We believe that the following accounting policies involve a high degree of judgment and complexity.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2023, expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 21, 2024, expressed an unqualified opinion thereon.
The carrying amount of the liability presented on the Consolidated Balance Sheets was $ 1.2 million at December 31, 2022 and 2021. The recognized probable loss contingency, in excess of vehicle condition guarantees recognized, presented in Accrued other liabilities was $ 1.4 million and $ 1.0 million at December 31, 2022 and 2021, respectively.
The carrying amount of the liability presented on the Consolidated Balance Sheets was $ 1.2 million at December 31, 2023 and 2022. The recognized probable loss contingency, in excess of vehicle condition guarantees recognized, presented in Accrued other liabilities was $ 1.8 million and $ 1.4 million at December 31, 2023 and 2022, respectively.
The information required by this item is incorporated by reference to the information set forth in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders. It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated by reference to the information set forth in the Company's Proxy Statement relating to the Company's 2024 Annual Meeting of Stockholders. It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Customer assurance revenue also includes revenue from other price guarantee products offered to sellers. Customer assurance revenue is measured based upon the fair value of the Go Green assurance that we provide.
Customer assurance revenue also includes revenue from other price guarantee products offered to sellers. Customer assurance revenue is measured based upon the fair value of the guarantees that we provide.
Form 10-K Summary None. 104 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
It em 16. Form 10-K Summary None. 101 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the criteria set forth in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
The Company's management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023 based on the criteria set forth in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
No discretionary contributions were made during the years ended December 31, 2022, 2021 and 2020 . 15.
No discretionary contributions were made during the years ended December 31, 2023, 2022 and 2021 . 15.

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