0000950170-22-023243 | 10-Q | XBRL Viewer

$ 426,454

$ 222,915

$ 1,368,291

$ 612,031

Product, technology, and development

^[1]

275,669

60,033

847,780

134,408

Gross profit

150,785

162,882

520,511

477,623

Operating expenses:

Sales and marketing

83,319

66,626

266,505

200,935

30,208

26,539

92,215

79,333

General and administrative

4,760

20,414

71,395

67,095

Depreciation and amortization

3,842

9,227

11,539

25,916

Total operating expenses

122,129

122,806

441,654

373,279

Income from operations

28,656

40,076

78,857

104,344

Other income (expense), net

200

143

(75)

426

Income before income taxes

28,856

40,219

78,782

104,770

Provision for income taxes

10,032

10,952

23,059

28,556

Consolidated net income

18,824

29,267

55,723

76,214

Net (loss) income attributable to redeemable noncontrolling interest

(1,576)

(3,871)

(3,398)

Net income attributable to CarGurus, Inc.

20,400

29,199

59,594

79,612

Accretion of redeemable noncontrolling interest to redemption value

(86,564)

25,056

Net income attributable to common stockholders - basic

$ 106,964

$ 29,199

$ 34,538

$ 79,612

Net income per share attributable to common stockholders: (Note 10)

Basic

$ 0.90

$ 0.25

$ 0.29

$ 0.68

Diluted

$ 0.14

$ 0.24

$ 0.28

$ 0.66

Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders:

Basic

118,683,642

117,412,164

118,370,925

116,955,188

Diluted

132,243,636

120,438,373

122,159,270

119,051,228

Marketplace [Member]

$ 165,309

$ 159,925

$ 492,524

$ 476,183

^[1]

14,956

11,687

40,422

33,986

Wholesale [Member]

47,045

45,215

213,976

112,532

^[1]

41,789

28,992

146,489

75,344

Product [Member]

214,100

17,775

661,791

23,316

^[1]

$ 218,924

$ 19,354

$ 660,869

$ 25,078

[1]	Includes depreciation and amortization expense for the three months ended September 30, 2022 and 2021 and for the nine months ended September 30, 2022 and 2021 of $7,341, $1,429, $22,063 and $3,571, respectively.

Unaudited Condensed Consolidated Income Statements (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Depreciation and amortization expense	$ 7,341	$ 1,429	$ 22,063	$ 3,571

Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Consolidated net income	$ 18,824	$ 29,267	$ 55,723	$ 76,214
Other comprehensive income:
Foreign currency translation adjustment	(1,519)	(738)	(3,594)	(1,573)
Consolidated comprehensive income	17,305	28,529	52,129	74,641
Comprehensive (loss) income attributable to redeemable noncontrolling interests	(1,576)	68	(3,871)	(3,398)
Comprehensive income attributable to CarGurus, Inc.	$ 18,881	$ 28,461	$ 56,000	$ 78,039

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Organization and Business Description

Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2020	$ 373,586			$ 94	$ 19	$ 242,181	$ 129,412	$ 1,880
Beginning balance, Shares at Dec. 31, 2020				94,310,309	19,076,500
Net (loss) income	22,361						22,361
Redeemable Noncontrolling Interest, Net income (loss)	(2,810)
Stock–based compensation expense	14,929					14,929
Issuance of common stock upon exercise of stock options	258					258
Issuance of common stock upon exercise of stock options, Shares				93,455
Issuance of common stock upon vesting of restricted stock units				$ 1		(1)
Issuance of common stock upon vesting of restricted stock units, Shares				473,883
Payment of withholding taxes on net share settlements of equity awards	(5,041)					(5,041)
Payment of withholding taxes on net share settlements of equity awards, Shares				(162,950)
Conversion of common stock				$ 1	$ (1)
Conversion of common stock, shares issued				929,597	(929,597)
Issuance of common stock upon for acquisition	103,645			$ 3		103,642
Issuance of common stock upon for acquisition, Shares				3,115,282
Acquisition of a 51% interest in CarOffer, LLC	58,031
Foreign currency translation adjustment	(1,083)							(1,083)
Ending balance at Mar. 31, 2021	508,655			$ 99	$ 18	355,968	151,773	797
Redeemable Noncontrolling Interest, Ending balance at Mar. 31, 2021	55,221
Ending balance, Shares at Mar. 31, 2021				98,759,576	18,146,903
Beginning balance at Dec. 31, 2020	373,586			$ 94	$ 19	242,181	129,412	1,880
Beginning balance, Shares at Dec. 31, 2020				94,310,309	19,076,500
Net (loss) income	79,612
Payment of withholding taxes on net share settlements of equity awards, Shares		(404,626)
Foreign currency translation adjustment	(1,573)
Ending balance at Sep. 30, 2021	589,256			$ 101	$ 16	379,808	209,024	307
Redeemable Noncontrolling Interest, Ending balance at Sep. 30, 2021	54,633
Ending balance, Shares at Sep. 30, 2021				101,003,874	16,470,842
Beginning balance at Mar. 31, 2021	508,655			$ 99	$ 18	355,968	151,773	797
Redeemable Noncontrolling Interest, Beginning balance at Mar. 31, 2021	55,221
Beginning balance, Shares at Mar. 31, 2021				98,759,576	18,146,903
Net (loss) income	28,052						28,052
Redeemable Noncontrolling Interest, Net income (loss)	(656)
Stock–based compensation expense	15,253					15,253
Issuance of common stock upon exercise of stock options	140					140
Issuance of common stock upon exercise of stock options, Shares				36,027
Issuance of common stock upon vesting of restricted stock units, Shares				391,468
Payment of withholding taxes on net share settlements of equity awards	(3,167)					(3,167)
Payment of withholding taxes on net share settlements of equity awards, Shares				(126,703)
Foreign currency translation adjustment	248							248
Ending balance at Jun. 30, 2021	549,181			$ 99	$ 18	368,194	179,825	1,045
Redeemable Noncontrolling Interest, Ending balance at Jun. 30, 2021	54,565
Ending balance, Shares at Jun. 30, 2021				99,060,368	18,146,903
Net (loss) income	29,199						29,199
Redeemable Noncontrolling Interest, Net income (loss)	68
Stock–based compensation expense	14,581					14,581
Issuance of common stock upon exercise of stock options	139					139
Issuance of common stock upon exercise of stock options, Shares				43,909
Issuance of common stock upon vesting of restricted stock units, Shares				338,509
Payment of withholding taxes on net share settlements of equity awards	(3,106)					(3,106)
Payment of withholding taxes on net share settlements of equity awards, Shares		(114,973)		(114,973)
Conversion of common stock				$ 2	$ (2)
Conversion of common stock, shares issued				1,676,061	(1,676,061)
Foreign currency translation adjustment	(738)							(738)
Ending balance at Sep. 30, 2021	589,256			$ 101	$ 16	379,808	209,024	307
Redeemable Noncontrolling Interest, Ending balance at Sep. 30, 2021	54,633
Ending balance, Shares at Sep. 30, 2021				101,003,874	16,470,842
Beginning balance at Dec. 31, 2021	516,841			$ 102	$ 16	387,868	129,258	(403)
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2021	162,808
Beginning balance, Shares at Dec. 31, 2021		101,773,034	15,999,173	101,773,034	15,999,173
Net (loss) income	19,910						19,910
Redeemable Noncontrolling Interest, Net income (loss)	(1,072)
Stock–based compensation expense	15,353					15,353
Issuance of common stock upon exercise of stock options	680					680
Issuance of common stock upon exercise of stock options, Shares				74,163
Redeemable noncontrolling interest , accretion to redemption value	82,000
Accretion of redeemable noncontrolling interest to redemption value	(82,000)						(82,000)
Issuance of common stock upon vesting of restricted stock units, Shares				451,084
Payment of withholding taxes on net share settlements of equity awards	(5,430)					(5,430)
Payment of withholding taxes on net share settlements of equity awards, Shares				(155,736)
Tax distribution to redeemable noncontrolling interest holders	(3,986)
Foreign currency translation adjustment	(489)							(489)
Ending balance at Mar. 31, 2022	464,865			$ 102	$ 16	398,471	67,168	(892)
Redeemable Noncontrolling Interest, Ending balance at Mar. 31, 2022	239,750
Ending balance, Shares at Mar. 31, 2022				102,142,545	15,999,173
Beginning balance at Dec. 31, 2021	516,841			$ 102	$ 16	387,868	129,258	(403)
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2021	162,808
Beginning balance, Shares at Dec. 31, 2021		101,773,034	15,999,173	101,773,034	15,999,173
Net (loss) income	59,594
Payment of withholding taxes on net share settlements of equity awards, Shares		(531,318)
Foreign currency translation adjustment	(3,594)
Ending balance at Sep. 30, 2022	577,931			$ 103	$ 16	418,013	163,796	(3,997)
Redeemable Noncontrolling Interest, Ending balance at Sep. 30, 2022	172,612
Ending balance, Shares at Sep. 30, 2022		102,903,347	15,999,173	102,903,347	15,999,173
Beginning balance at Mar. 31, 2022	464,865			$ 102	$ 16	398,471	67,168	(892)
Redeemable Noncontrolling Interest, Beginning balance at Mar. 31, 2022	239,750
Beginning balance, Shares at Mar. 31, 2022				102,142,545	15,999,173
Net (loss) income	19,284						19,284
Redeemable Noncontrolling Interest, Net income (loss)	(1,223)
Stock–based compensation expense	14,697					14,697
Issuance of common stock upon exercise of stock options	25					25
Issuance of common stock upon exercise of stock options, Shares				23,240
Redeemable noncontrolling interest , accretion to redemption value	29,620
Accretion of redeemable noncontrolling interest to redemption value	(29,620)						(29,620)
Issuance of common stock upon vesting of restricted stock units, Shares				447,555
Payment of withholding taxes on net share settlements of equity awards	(5,830)					(5,830)
Payment of withholding taxes on net share settlements of equity awards, Shares				(147,533)
Tax distribution to redeemable noncontrolling interest holders	(3,642)
Foreign currency translation adjustment	(1,586)							(1,586)
Ending balance at Jun. 30, 2022	461,835			$ 102	$ 16	407,363	56,832	(2,478)
Redeemable Noncontrolling Interest, Ending balance at Jun. 30, 2022	264,505
Ending balance, Shares at Jun. 30, 2022				102,465,807	15,999,173
Net (loss) income	20,400						20,400
Redeemable Noncontrolling Interest, Net income (loss)	(1,576)
Stock–based compensation expense	14,910					14,910
Issuance of common stock upon exercise of stock options	14					14
Issuance of common stock upon exercise of stock options, Shares				21,600
Redeemable noncontrolling interest , accretion to redemption value	(86,564)
Accretion of redeemable noncontrolling interest to redemption value	86,564						86,564
Issuance of common stock upon vesting of restricted stock units				$ 1		(1)
Issuance of common stock upon vesting of restricted stock units, Shares				643,989
Payment of withholding taxes on net share settlements of equity awards	(4,273)					(4,273)
Payment of withholding taxes on net share settlements of equity awards, Shares		(228,049)		(228,049)
Tax distribution to redeemable noncontrolling interest holders	(3,753)
Foreign currency translation adjustment	(1,519)							(1,519)
Ending balance at Sep. 30, 2022	577,931			$ 103	$ 16	$ 418,013	$ 163,796	$ (3,997)
Redeemable Noncontrolling Interest, Ending balance at Sep. 30, 2022	$ 172,612
Ending balance, Shares at Sep. 30, 2022		102,903,347	15,999,173	102,903,347	15,999,173

Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity (Parenthetical)	Sep. 30, 2022	Mar. 31, 2021	Jan. 14, 2021
Car Offer
Business acquisition, percentage of interest acquired	51.00%	51.00%	51.00%

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities
Consolidated net income	$ 55,723	$ 76,214
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization	33,602	29,487
Currency loss (gain) on foreign denominated transactions	617	(72)
Deferred taxes	(30,665)	5,774
Provision for doubtful accounts	1,129	727
Stock-based compensation expense	41,550	42,551
Amortization of deferred financing costs	7
Amortization of deferred contract costs	8,332	9,643
Impairment of website development costs		2,351
Changes in operating assets and liabilities:
Accounts receivable, net	63,484	(51,595)
Inventory	(8,510)	(4,057)
Prepaid expenses, prepaid income taxes, and other assets	(14,675)	(2,970)
Deferred contract costs	(9,089)	(6,522)
Accounts payable	1,310	24,548
Accrued expenses, accrued income taxes, and other liabilities	18,924	4,808
Deferred revenue	(20)	3,390
Lease obligations	(916)	786
Net cash provided by operating activities	160,803	135,063
Investing Activities
Purchases of property and equipment	(4,168)	(4,935)
Capitalization of website development costs	(8,275)	(4,145)
Cash paid for acquisitions, net of cash acquired		(64,273)
Investments in certificates of deposit		(90,000)
Maturities of certificates of deposit	90,000	100,000
Net cash (used in) provided by investing activities	77,557	(63,353)
Financing Activities
Proceeds from exercise of stock options	719	537
Payment of finance lease obligations	(51)	(29)
Payment of withholding taxes on net share settlement of equity awards	(14,171)	(11,314)
Repayment of line of credit		(14,250)
Payment of deferred financing costs	(2,578)
Payment of tax distributions to redeemable noncontrolling interest holders	(19,843)
Payments made to third party payment processor	(21,765)
Net cash used in financing activities	(57,689)	(25,056)
Impact of foreign currency on cash, cash equivalents, and restricted cash	(1,640)	(359)
Net increase in cash, cash equivalents, and restricted cash	179,031	46,295
Cash, cash equivalents, and restricted cash at beginning of period	248,280	200,926
Cash, cash equivalents, and restricted cash at end of period	427,311	247,221
Supplemental disclosure of cash flow information:
Cash paid for income taxes	53,249	21,798
Cash paid for operating lease liabilities	13,535	12,320
Cash paid for interest	25
Supplemental noncash disclosure of cash flow information:
Unpaid purchases of property and equipment, capitalized website development, capitalized internal-use software and capitalized hosting arrangements	224	504
Capitalized stock-based compensation expense in website development and internal-use software costs and hosting arrangements	3,410	2,212
Obtaining a right-of-use asset in exchange for a finance lease liability		664
Obtaining a right-of-use asset in exchange for an operating lease liability	5,307	12,336
Issuance of stock for acquisition		$ 103,645
Accretion of Redeemable Noncontrolling Interest to Redemption Value	25,056
Accrued tax distributions to redeemable noncontrolling interest holders	$ 239

Organization and Business Description

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

1. Organization and Business Description

CarGurus, Inc. (the “Company”) is a multinational, online automotive platform for buying and selling vehicles that is building upon its industry-leading listings marketplace with both digital retail solutions and the CarOffer online wholesale platform. The CarGurus marketplace gives consumers the confidence to purchase or sell a vehicle either online or in-person, and it gives dealerships the power to accurately price, effectively market, instantly acquire and quickly sell vehicles, all with a nationwide reach. The Company uses proprietary technology, search algorithms and data analytics to bring trust, transparency and competitive pricing to the automotive shopping experience.

The Company is headquartered in Cambridge, Massachusetts and was incorporated in the State of Delaware on June 26, 2015.

The Company operates principally in the United States. In the United States, it also operates as independent brands the Autolist online marketplace, which it wholly owns, and the CarOffer, LLC (“CarOffer”) digital wholesale marketplace, in which it has a 51% interest. In addition to the United States, the Company operates online marketplaces under the CarGurus brand in Canada and the United Kingdom. In the United Kingdom, it also operates as an independent brand the PistonHeads online marketplace, which it wholly owns.

The Company has subsidiaries in the United States, Canada, Ireland, and the United Kingdom and, prior to the first quarter of 2022, had two reportable segments – United States and International. Effective as of the first quarter of 2022, the Company revised its segment reporting from two reportable segments to one reportable segment. See Note 12 of the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further segment reporting and geographical information.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying interim condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) are unaudited. The Unaudited Condensed Consolidated Financial Statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Unaudited Condensed Consolidated Financial Statements have also been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022 and December 31, 2021, results of operations, comprehensive income, and changes in shareholders’ equity for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. These interim period results are not necessarily indicative of the results to be expected for any other interim period or the full year. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022 (the “Annual Report”). While the Company disclosed total revenue in the Unaudited Condensed Consolidated Income Statements in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 9, 2021, the accompanying Unaudited Condensed Consolidated Income Statements for the three and nine months ended September 30, 2021 presents revenues disaggregated into marketplace, wholesale, and product revenues to conform to the current year presentation, as a result of the acquisition of a 51% interest in CarOffer. Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in Note 13 of these Unaudited Condensed Consolidated Financial Statements. Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Changes in estimates are recognized in the period in which they become known. Critical estimates relied upon in preparing the Unaudited Condensed Consolidated Financial Statements include the determination of sales allowance and variable consideration in the Company’s revenue recognition, allowance for doubtful accounts, the impairment of long-lived assets, the capitalization of product, technology, and development costs for website development, internal-use software and hosting arrangements, the valuation of acquired assets and liabilities, the valuation and recoverability of intangible assets and goodwill, the valuation of redeemable noncontrolling interest, the recoverability of the Company’s net deferred tax assets and related valuation allowance, the valuation of inventory, and the valuation of equity and liability-classified compensation awards under ASC Topic 718, Stock-based Compensation (“ASC 718”). Accordingly, the Company considers these to be its critical accounting estimates, and believes that of the Company’s significant accounting policies, these policies involve the greatest degree of judgment and complexity. Concentration of Credit Risk The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments, and trade accounts receivable. The Company maintains its cash, cash equivalents, and investments principally with accredited financial institutions of high credit standing. Although the Company deposits its cash, cash equivalents, and investments with multiple financial institutions, its deposits may often exceed governmental insured limits. The Company is exposed to credit losses primarily through its trade accounts receivable, which includes receivables in transit from a third-party payment processor. The third-party payment processor collects customer payments on the Company's behalf and remits them to the Company. Customer payments received, but not remitted as of period end are deemed to be receivables in transit. Additionally, the third-party payment processor provides payments in advance for certain selling dealers. If the third-party payment processor does not receive buying dealer payments associated with the transaction paid in advance, the Company would guarantee losses incurred by the third-party payment processor and the balance would be deducted from future remittances to the Company. To date, losses associated with these guarantees have not been material. Payments received in advance are presented as cash flows from financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. The Company offsets gross trade accounts receivable with payments received in advance from the third-party payment processor as it has the right of offset. At any point in time, the Company could have amounts due from the third-party payment processor for funds the third-party payment processor has collected from buying dealers and has not yet remitted to the Company, as well as amounts paid by the third-party payment processor to the Company in advance of collecting payments from buying dealers. Therefore, as the Company has the right to offset, the Company can either have a net receivable balance due from the third-party payment processor which is recognized within accounts receivable, or the Company can have a net liability which is recognized within accrued expenses if the advance payments exceed the receivable position from the third-party payment processor as of the balance sheet date. As of September 30, 2022, gross trade accounts receivable from receivables in transit from the third-party payment processor was $23,310, offset by payments received in advance of $25,058, which resulted in a net liability of $1,748 recognized within accrued expenses, accrued income taxes and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2021, gross trade accounts receivable from receivables in transit from the third-party payment processor was $18,747, offset by payments received in advance of $46,822, which resulted in a net liability of $28,075 recognized within accrued expenses, accrued income taxes and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. The majority of the Company's accounts receivable results from a third-party payment processor for wholesale and product revenue transactions. The Company has had no material losses related to wholesale and product receivables as it does not release title to the vehicle until successfully collecting funds from the buying dealer. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. As of September 30, 2022, one customer accounted for 16% of net accounts receivable. As of December 31, 2021, two customers accounted for 47% and 18% of net accounts receivable, respectively. Although 16% of net accounts receivable was attributable to one customer as of September 30, 2022 and 47% and 18% of net accounts receivable was attributable to two customers as of December 31, 2021, the remainder of the accounts receivable was dispersed among more than 1,000 customers. These customers who account for greater than 10% of net accounts receivable are related to wholesale and product receivables. Because the Company does not release title on vehicles until funds are successfully collected as discussed above, there is no significant credit risk associated with these customers. Other than the receivables associated with these customers discussed above, credit risk with respect to accounts receivable is dispersed due to the large number of customers. As of September 30, 2022 and December 31, 2021, $6,199 and $7,356, respectively, was included in net accounts receivable, representing unbilled accounts receivable relating primarily to advertising customers invoiced in the period subsequent to services rendered. For the three and nine months ended September 30, 2022 and 2021, no individual customer accounted for more than 10% of total revenue. Significant Accounting Policies The Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of September 30, 2022, there have been no material changes in the Company’s significant accounting policies, which are detailed in the Annual Report, other than as described below. Stock-Based Compensation During the three months ended June 30, 2022, the Company refined its model for determining the fair value of liability-classified awards as a result of obtaining gross profit actuals through the trailing twelve-month ended June 30, 2022 measuring period. The fair value is now determined using a Monte Carlo simulation model, instead of using the previous Least Square Monte Carlo simulation model. The determination of the fair value is affected by CarOffer’s equity value, EBITDA, Excess Parent Capital (as defined in the CarOffer Operating Agreement), and revenue forecasts that drive the exercise price of future call/put rights, as well as a number of assumptions including market price of risk, volatility, correlation, and risk-free interest rate. Liability-classified awards are remeasured to fair value each period until settlement. As disclosed in the Company's Current Report on Form 8-K filed with the SEC on September 29, 2022, the Company determined not to exercise the Company's call right to acquire up to an additional 25% of the fully diluted capitalization of CarOffer. The valuation of these liability awards continues to be valued using a Monte Carlo simulation and is now derived from the Company’s 2024 call right and CarOffer’s 2024 put right. Deferred Financing Costs The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to capital via credit facilities. Deferred financing costs incurred in connection with obtaining access to capital are recognized within other non-current assets in the Unaudited Condensed Consolidated Balance Sheets and within financing activities in the Unaudited Condensed Consolidated Statement of Cash Flows. These costs are amortized on a straight-line basis over the term of the applicable credit facility and recognized as interest expense within other income (expense), net in the Unaudited Condensed Consolidated Income Statements and as an adjustment to consolidated net income in the Unaudited Condensed Consolidated Statement of Cash Flows. For the three and nine months ended September 30, 2022, the Company recognized deferred financing costs of $2,578. For the three and nine months ended September 30, 2022, amortization of deferred financing costs was immaterial. Recent Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company on or prior to the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. As of September 30, 2022, there are no new material accounting pronouncements that the Company is considering adopting.

Revenue Recognition

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

3. Revenue Recognition

The following table summarizes revenue from contracts with customers by product for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Marketplace	$	165,309	$	159,925	$	492,524	$	476,183
Dealer-to-Dealer		70,741		57,626		273,296		130,484
IMCO		190,404		5,364		602,471		5,364
Total	$	426,454	$	222,915	$	1,368,291	$	612,031

The Company provides disaggregation of revenue (i) based on marketplace, Dealer-to-Dealer, and CarGurus Instant Max Cash Offer (“IMCO”) products as disclosed above, (ii) based on marketplace, wholesale and product revenue sources on the face of its Unaudited Condensed Consolidated Income Statements, and (iii) based on geographic region (see Note 12). The marketplace product is included in the marketplace revenue source. The Dealer-to-Dealer and IMCO products are included in both the wholesale and product revenue sources. The Company believes these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the relevant quarter end.

For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied as of September 30, 2022 was approximately $6.9 million, which the Company expects to recognize over the next 12 months.

For contracts with an original expected duration of one year or less, the Company has applied the practical expedient available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations as of September 30, 2022. For performance obligations not satisfied as of September 30, 2022, and to which this expedient applies, the nature of the performance obligations, the variable consideration and any consideration from contracts with customers not included in the transaction price is consistent with performance obligations satisfied as of September 30, 2022.

For the three months ended September 30, 2022 and 2021 and for the nine months ended September 30, 2022 and 2021, revenue recognized from amounts included in deferred revenue at the beginning of the period, was $15,071, $13,120, $12,784, and $9,137, respectively.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Fair Value of Financial Instruments

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

4. Fair Value of Financial Instruments

As of September 30, 2022 and December 31, 2021, assets measured at fair value on a recurring basis consist of the following:


	As of September 30, 2022
	Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)		Significant Other Observable Inputs (Level 2 Inputs)		Significant Unobservable Inputs (Level 3 Inputs)		Total
Cash equivalents:
Money market funds	$	273,574	$	—	$	—	$	273,574
Total	$	273,574	$	—	$	—	$	273,574


	As of December 31, 2021
	Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)		Significant Other Observable Inputs (Level 2 Inputs)		Significant Unobservable Inputs (Level 3 Inputs)		Total
Cash equivalents:
Money market funds	$	157,525	$	—	$	—	$	157,525
Investments:
Certificates of deposit		—		90,000		—		90,000
Total	$	157,525	$	90,000	$	—	$	247,525

The Company measures eligible assets and liabilities at fair value with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. During the nine months ended September 30, 2022 and year ended December 31, 2021, the Company did not elect to remeasure any of its existing financial assets and liabilities and did not elect the fair value option for any financial assets transacted.

Cash and cash equivalents primarily consist of cash on deposit with banks and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair market value.

The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. Investments not classified as cash equivalents with maturities one year or less from the balance sheet date are classified as short-term investments, while investments with maturities in excess of one year from the balance sheet date are classified as long-term investments. Management determines the appropriate classification of investments at the time of purchase and re-evaluates such determination at each balance sheet date. Investments are carried at cost, which approximates their fair market value.

As of September 30, 2022, the Company did not hold any investments. As of December 31, 2021, investments consist of the following:


	As of December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Investments:
Certificates of deposit due in one year or less	$	90,000	$	—	$	—	$	90,000
Total	$	90,000	$	—	$	—	$	90,000

Property and Equipment, Net

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

As of September 30, 2022 and December 31, 2021, property and equipment, net consist of the following:


	As of September 30, 2022			As of December 31, 2021
Server and computer equipment	$	8,038		$	8,349
Capitalized internal-use software		6,197			3,041
Capitalized website development		32,554			22,037
Furniture and fixtures		8,599			8,615
Leasehold improvements		24,057			24,082
Construction in progress		2,155			854
Finance lease right-of-use assets		454			556
		82,054			67,534
Less accumulated depreciation and amortization		(45,221	)		(35,324	)
Total	$	36,833		$	32,210

For the three months ended September 30, 2022 and 2021 and for the nine months ended September 30, 2022 and 2021, depreciation and amortization expense, excluding amortization of intangible assets and amortization of capitalized hosting arrangements, was $3,514, $2,755, $10,556 and $7,068, respectively.

During the nine months ended September 30, 2022, capitalized website development increased $10,517 due to continued investment in the Company's product offerings.

Accrued Expenses, Accrued Income Taxes and Other Current Liabilities and Other Non-Current Liabilities

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses, Accrued Income Taxes and Other Current Liabilities and Other Non-Current Liabilities

6. Accrued Expenses, Accrued Income Taxes and Other Current Liabilities and Other Non-Current Liabilities

As of September 30, 2022 and December 31, 2021, accrued expenses, accrued income taxes and other current liabilities consist of the following:


	As of September 30, 2022		As of December 31, 2021
Accrued bonus	$	5,567	$	11,777
Accrued income taxes		9,425		6,344
Accrued tax distributions to redeemable noncontrolling interest holders		239		8,701
Payments received in advance from third-party payment processor		1,748		28,075
Reserve for returns and cancellations		13,802		2,254
Other accrued expenses and other current liabilities		26,189		21,435
Total	$	56,970	$	78,586

The decrease of $6,210 in accrued bonus is due to the midyear payout of the fiscal year 2022 bonuses in the third quarter of 2022.

The decrease of $26,327 in the payments received in advance from third-party payment processors is due to the timing of payments remitted by the third-party.

The decrease of $8,462 in the accrued tax distributions to redeemable noncontrolling interest holders is due to cash settlement of the balance as of December 31, 2021 during the nine months ended September 30, 2022, offset by the accrual for tax distributions to noncontrolling interest holders for the estimated tax liability on their respective taxable income earned as of September 30, 2022.

The increase of $11,548 in the reserve for returns and cancellations is primarily due to increased IMCO sales volume. Upon recognizing a sales transaction, the Company estimates the amount of transaction price that will be reversed in a subsequent period and records a reserve for returns and cancellations. Actual returns and cancellations are recorded against this returns reserve as incurred.

As of September 30, 2022 and December 31, 2021, other non-current liabilities consist of the following:


	As of September 30, 2022		As of December 31, 2021
CO Incentive Unit and Subject Unit liability-classified awards	$	26,898	$	21,095
Other non-current liabilities		3,568		2,544
Total	$	30,466	$	23,639

In connection with the Company's acquisition of a 51% interest in CarOffer, the then-outstanding unvested incentive units (“CO Incentive Units”) of CarOffer and unvested Class CO CarOffer units (the “Subject Units”) remained outstanding. The increase of $5,803 related to CO Incentive Unit and Subject Unit liability-classified awards is due to continued recognition of expense over the vesting period, offset by the mark to market valuation adjustments.

Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

7. Debt

As of September 30, 2022 and December 31, 2021, the Company had no long-term debt outstanding.

Revolving Credit Facility

On September 26, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, PNC Bank, National Association, as administrative agent and collateral agent and an L/C Issuer (as defined in the Credit Agreement), and the other lenders, L/C Issuers and parties thereto from time to time. The Credit Agreement consists of a revolving credit facility (the “2022 Revolver”), which allows the Company to borrow up to $400.0 million, $50.0 million of which may be comprised of a letter of credit sub-facility. The borrowing capacity under the Credit Agreement may be increased in accordance with the terms and subject to the adjustments as set forth in the Credit Agreement. For example, the borrowing capacity may be increased by an amount up to the greater of $250.0 million or 100% of Four Quarter Consolidated EBITDA (as defined in the Credit Agreement) if certain criteria are met and subject to certain restrictions. Any such increase requires lender approval. Proceeds of any borrowings may be used for general corporate purposes. The 2022 Revolver is scheduled to mature on September 26, 2027.

The applicable interest rate is, at the Company's option, based on a number of different benchmark rates and applicable spreads, as determined by the Company's Consolidated Secured Net Leverage Ratio (as defined below). The 2022 Revolver is also subject to a commitment fee with respect of the unutilized revolving commitments at a rate ranging from 0.125% to 0.175% per annum based on the ratio of the outstanding principal amount of the Company’s secured indebtedness to the trailing four quarters of consolidated EBITDA (as determined under the Credit Agreement, the “Consolidated Secured Net Leverage Ratio”).

The 2022 Revolver is secured by a first priority lien on substantially all tangible and intangible property of the Company and its subsidiary, Auto List, Inc., as well as any future guarantors, and pledges of the equity of CarOffer and certain wholly-owned subsidiaries, in each case subject to certain exceptions, limitations and exclusions from the collateral. The 2022 Revolver includes customary events of default and requires the Company to comply with customary affirmative and negative covenants, including a financial covenant requiring that the Company not exceed certain Consolidated Secured Net Leverage Ratio ranges at the end of each fiscal quarter. The Company was in compliance with all covenants as of September 30, 2022.

As of September 30, 2022, there were no borrowings and no letters of credit outstanding under the 2022 Revolver.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies

8. Commitments and Contingencies

Contractual Obligations and Commitments

As of September 30, 2022, all of the Company’s property, equipment, and externally sourced internal-use software have been purchased with cash with the exception of amounts related to unpaid property and equipment, capitalized website development, capitalized internal-use software and capitalized hosting arrangements and amounts related to obligations under finance leases as disclosed in the Unaudited Condensed Consolidated Statements of Cash Flows. The Company has no material long-term purchase obligations outstanding with any vendor or third-party.

Leases

The Company’s primary operating lease obligations consist of various leases for office space in: Boston, Massachusetts; Cambridge, Massachusetts; San Francisco, California; Addison, Texas; and Dublin, Ireland.

As of September 30, 2022, there were no material changes in the Company’s leases from those disclosed in the Annual Report.

The Company’s leases in Boston, Massachusetts, Cambridge, Massachusetts and San Francisco, California have associated letters of credit, which are recognized within restricted cash in the Unaudited Condensed Consolidated Balance Sheet. As of September 30, 2022 and December 31, 2021, restricted cash was $22,882 and $16,336, respectively, and primarily related to cash held at a financial institution in an interest‑bearing cash account as collateral for the letters of credit related to the contractual provisions for the Company’s building leases and pass-through payments from customers related to the Company’s wholesale business. As of September 30, 2022 and December 31, 2021, portions of restricted cash were classified as a short-term asset and long‑term asset, as disclosed on the Unaudited Condensed Consolidated Balance Sheet.

Acquisitions

On January 14, 2021 the Company completed the acquisition of a 51% interest in CarOffer, an automated instant vehicle trade platform based in Addison, Texas, with the option to acquire portions of the remaining equity in the future. Details of this acquisition are more fully described in Note 4 to the financial statements contained within the Annual Report. As disclosed in the Company's Current Report on Form 8-K filed with the SEC on September 29, 2022, the Company determined not to exercise its call right to acquire up to an additional 25% of the fully diluted capitalization of CarOffer.

Legal Matters

From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. The Company is not presently subject to any pending or threatened litigation that it believes, if determined adversely to the Company, individually, or taken together, would reasonably be expected to have a material adverse effect on its business or financial results. However, litigation is inherently unpredictable and the future outcome of legal proceedings and other contingencies may be unexpected or differ from the Company’s estimated liabilities, which could have a material adverse effect on the Company’s future financial results.

Guarantees and Indemnification Obligations

In the ordinary course of business, the Company enters into agreements with its customers, partners and service providers that include commercial provisions with respect to licensing, infringement, guarantees, indemnification, and other common provisions.

The Company provides certain guarantees to dealers through products such as its 45-Day Guarantee and OfferGuard product offerings on the CarOffer platform, which are accounted for under ASC Topic 460, Guarantees.

45-Day Guarantee is an arrangement through which a selling dealer lists a car on the CarOffer platform, and the Company provides an offer to purchase the vehicle listed at a specified price at any time over a 45-day period. This provides the seller with a put option, where they have the right, but not the obligation, to require the Company to purchase the vehicle during this window. OfferGuard is an arrangement through which a buying dealer purchases a car on the CarOffer platform, and the Company provides an offer to purchase the vehicle at a specified price between days 1 and 3, and days 42 and 45 if the dealer is not able to sell the vehicle after 42 days.

A guarantee liability is initially measured using the amount of consideration received from the dealer for the purchase of the guarantee. The initial liability is released, and guarantee income is recognized, upon the earliest of the following: the vehicle sells during the guarantee period, the seller exercises it’s put option during the guarantee period, or the option expires unexercised at the end of the guarantee period. Guarantee income is recognized within wholesale revenue in the Unaudited Condensed Consolidated Income Statements. When it is probable and reasonably estimable that the Company will incur a loss on a vehicle that it is required to purchase, a liability, and a corresponding charge to cost of sales is recognized for the amount of the loss in the Unaudited Condensed Consolidated Balance Sheets. Gains and losses resulting from the dealers exercise of guarantees are recognized within cost of sales in the Unaudited Condensed Consolidated Balance Sheets.

For the three and nine months ended September 30, 2022 and 2021 income for guarantees purchased by dealers was $2,717, $1,916, $8,329 and $4,522, respectively. For the three and nine months ended September 30, 2022 and 2021, the net loss resulting from the dealer's exercise of guarantees was $2,354, $1,074, $4,653 and $1,135, respectively.

As of September 30, 2022, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $86,819. Of the maximum potential amount of future payments, none are considered probable. The exercise of guarantees has historically been infrequent and even when such exercises did occur, the losses were immaterial. As such, as of September 30, 2022, the Company had no material contingent loss liabilities.

As of December 31, 2021, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $76,075. Of the maximum potential amount of future payments, none are considered probable. The exercise of guarantees has historically been infrequent and even when such exercises did occur, the losses were immaterial. As such, as of December 31, 2021, the Company had no contingent loss liabilities.

Stock-based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

9. Stock-based Compensation

For the three months ended September 30, 2022 and 2021 and for the nine months ended September 30, 2022 and 2021, stock compensation expense by award type and where the stock-based compensation expense was recognized in the Company’s Unaudited Condensed Consolidated Income Statements is as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022		2021
Options	$	647		$	630	$	1,937	$	1,882
Restricted stock units		13,324			13,852		39,613		41,539
CO Incentive Units and Subject Units		(20,917	)		687		5,803		9,681
Total	$	(6,946	)	$	15,169	$	47,353	$	53,102

The decreases of $21,604 for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 and $3,878 for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 in CO Incentive Units and Subject Units stock-based compensation expense was due to a decrease in fair value.


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022		2021
Cost of revenue	$	212		$	110	$	417	$	311
Sales and marketing expense		104			2,717		8,173		9,040
Product, technology, and development expense		4,201			5,583		16,720		17,585
General and administrative expense		(11,463	)		6,759		22,043		26,166
Total	$	(6,946	)	$	15,169	$	47,353	$	53,102

For the three months ended September 30, 2022 and 2021 and for the nine months ended September 30, 2022 and 2021, excluded from stock-based compensation expense is $939, $777, $3,410, and $2,212 of capitalized website development costs, capitalized internal-use software costs and capitalized hosting arrangements, respectively.

During the three months ended September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021, the Company withheld 228,049, 114,973, 531,318, and 404,626 shares of Class A common stock, respectively, to satisfy employee tax withholding requirements for net share settlements of equity awards. The shares withheld return to the authorized, but unissued pool under the Company's Omnibus Incentive Compensation Plan and can be reissued by the Company. For the three months ended September 30, 2022 and 2021 and for the nine months ended September 30, 2022 and 2021, total payments to satisfy employee tax withholding requirements for net share settlements of equity awards were $2,911, $3,106, $14,171, and $11,314, respectively, and are reflected as a financing activity in the Unaudited Condensed Consolidated Statements of Cash Flows.

Earnings Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share

10. Earnings Per Share

The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chairman. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net income per share. As a result, basic and diluted net income per share of Class A common stock and per share of Class B common stock are equivalent.

During the three and nine months ended September 30, 2022, no shares of Class B common stock were converted to Class A common stock. During the three and nine months ended September 30, 2021, holders of Class B common stock converted 1,676,061 and 2,605,658 shares of Class B common stock to Class A common stock, respectively.

Basic net income per share (“Basic EPS”) is computed by dividing consolidated net income adjusted for net (loss) income attributable to the redeemable noncontrolling interest and changes in the redemption value of redeemable noncontrolling interest, if applicable, by the weighted-average number of common shares outstanding during the reporting period. The Company computes the weighted-average number of common shares outstanding during the reporting period using the total number of shares of Class A common stock and Class B common stock outstanding as of the last day of the previous year plus the weighted-average of any additional shares issued and outstanding during the reporting period.

Diluted net income per share (“Diluted EPS”) gives effect to all potentially dilutive securities. Diluted EPS is computed by dividing consolidated net income adjusted for net (loss) income attributable to the redeemable noncontrolling interest and changes in the redemption value of redeemable noncontrolling interest, if applicable and dilutive, by the weighted-average number of common shares outstanding during the reporting period using (i) the number of shares of common stock used in the Basic EPS calculation as indicated above, (ii) if dilutive, the incremental weighted-average common stock that the Company would issue upon the exercise of stock options and the vesting of RSUs, (iii) if dilutive, market-based performance awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. The if-converted method is used to calculate the number of shares issuable upon exercise of the 2024 Put Right (as defined in Note 4 to the financial statements contained within the Annual Report), inclusive of CarOffer noncontrolling interest and incentive and subject units, that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.

For the three and nine months ended September 30, 2022 and 2021, a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022			2021
Numerator:
Consolidated net income	$	18,824		$	29,267	$	55,723		$	76,214
Net (loss) income attributable to redeemable noncontrolling interest		(1,576	)		68		(3,871	)		(3,398	)
Accretion of redeemable noncontrolling interest to redemption value		(86,564	)		—		25,056			—
Net income attributable to common stockholders — basic	$	106,964		$	29,199	$	34,538		$	79,612
Net (loss) income attributable to redeemable noncontrolling interest		(1,576	)		68		—			(588	)
Accretion of redeemable noncontrolling interest to redemption value		(86,564	)		—		—			—
Net income attributable to common stockholders — diluted	$	18,824		$	29,267	$	34,538		$	79,024
Denominator:
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — basic		118,683,642			117,412,164		118,370,925			116,955,188
Dilutive effect of share equivalents resulting from stock options		252,048			418,054		288,523			460,553
Dilutive effect of share equivalents resulting from unvested restricted stock units		166,415			491,175		455,857			403,967
Dilutive effect of share equivalents resulting from CarOffer incentive units and noncontrolling interest		13,141,531			2,116,980		3,043,965			1,231,520
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted		132,243,636			120,438,373		122,159,270			119,051,228
Net income per share attributable to common stockholders:
Basic	$	0.90		$	0.25	$	0.29		$	0.68
Diluted	$	0.14		$	0.24	$	0.28		$	0.66

For the three and nine months ended September 30, 2022 and 2021, potentially dilutive common stock equivalents that have been excluded from the calculation of diluted weighted-average shares outstanding as their effect would have been anti-dilutive are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock options outstanding		589,090		588,490		592,259		501,306
Restricted stock units outstanding		3,681,606		2,181,061		2,203,409		2,507,873
CO Incentive Units, Subject Units and noncontrolling interest		—		—		9,001,896		—

For the three and nine months ended September 30, 2021, shares of Class A common stock potentially issuable under market-based performance awards of approximately 282,921 were excluded from the calculation of weighted average shares used to compute Diluted EPS, as the market-based vesting conditions had not been achieved as of the reporting period end date and as such there were zero contingently issuable shares. During the three months ended March 31, 2022, the Company modified its market-based performance awards to contain only service-based vesting conditions in line with the Company's other restricted stock unit awards.

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

During the three months ended September 30, 2022, the Company recorded an income tax provision of $10,032, representing an effective tax rate of 33.0%. The effective tax rate for the three months ended September 30, 2022 was greater than the statutory tax rate of 21%, principally due to state and local income taxes, non-deductible employee commuter fringe benefits, shortfalls on the taxable compensation of share-based awards and the Section 162(m) excess officer compensation limitation, partially offset by federal and state research and development tax credits.

During the nine months ended September 30, 2022, the Company recorded an income tax provision of $23,059, representing an effective tax rate of 27.9%. The effective tax rate for the nine months ended September 30, 2022 was greater than the statutory rate of 21%, principally due to state and local income taxes, non-deductible employee commuter fringe benefits, shortfalls on the taxable compensation of share-based awards and the Section 162(m) excess officer compensation limitation, partially offset by federal and state research and development tax credits.

During the three months ended September 30, 2021, the Company recorded an income tax provision of $10,952, representing an effective tax rate of 27.3%. The effective tax rate for the three months ended September 30, 2021 was higher than the statutory tax rate of 21% principally due to state and local income taxes, shortfalls on the taxable compensation of share-based awards and the Section 162(m) excess officer compensation limitation, which became applicable in May 2021 upon the expiration of the transition period permitted following the Company’s initial public offering (“IPO”), partially offset by federal and state research and development tax credits.

During the nine months ended September 30, 2021, the Company recorded an income tax provision of $28,556, representing an effective tax rate of 26.4%. The effective tax rate for the nine months ended September 30, 2021 was higher than the statutory tax rate of 21% principally due to state and local income taxes, shortfalls on the taxable compensation of share-based awards and the Section 162(m) excess officer compensation limitation, which became applicable in May 2021 upon the expiration of the transition period permitted following the IPO, partially offset by federal and state research and development tax credits.

The Company and its subsidiaries are subject to various U.S. federal, state, and foreign income tax examinations. The Company is currently not subject to income tax examination for the tax years of 2017 and prior as a result of applicable statute of limitations of the Internal Revenue Service (“IRS”) and a majority of applicable state jurisdictions. The Company is currently not subject to examination in its foreign jurisdictions for tax years 2016 and prior.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Segment and Geographic Information

Segment and Geographic Information

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

12. Segment and Geographic Information

Effective the first quarter of 2022, the Company revised its segment reporting from two reportable segments, United States and International, to one reportable segment. The Company concluded the change in segment reporting was not a triggering event for goodwill impairment. The change in segment reporting was made to align with changes made in the manner the Company’s chief operating decision maker (the “CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The CODM now assesses the Company's performance on a consolidated basis rather than by geographical location as a result of the international segment becoming less significant relative to the overall business. The CODM reviews revenue and operating income as a proxy for the operating performance of the Company’s operations. The Company’s Chief Executive Officer is the CODM.

For the three and nine months ended September 30, 2022 and 2021, information regarding the Company’s operations by segment is represented within the Unaudited Condensed Consolidated Income Statements.

For the three and nine months ended September 30, 2022 and 2021, information regarding the Company’s revenue by geographical region is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue by Geographic Region:
United States	$	415,547	$	211,554	$	1,334,811	$	581,149
International		10,907		11,361		33,480		30,882
Total	$	426,454	$	222,915	$	1,368,291	$	612,031

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

Revenue from Contract with Customer [Abstract]

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Event

On November 2, 2022, Yann Gellot, the Company's Senior Vice President, Finance and Principal Accounting Officer, announced his intent to resign to pursue another career opportunity. Mr. Gellot will remain with the Company as Principal Accounting Officer through December 2, 2022, the effective date of his resignation. Additionally, on November 5, 2022, the Company's Board of Directors designated Jason Trevisan, the Company's Chief Executive Officer, to serve as the Company's Principal Accounting Officer effective upon Mr. Gellot's resignation on December 2, 2022 and until such time that the Company appoints a successor Principal Accounting Officer.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) are unaudited. The Unaudited Condensed Consolidated Financial Statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Unaudited Condensed Consolidated Financial Statements have also been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022 and December 31, 2021, results of operations, comprehensive income, and changes in shareholders’ equity for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. These interim period results are not necessarily indicative of the results to be expected for any other interim period or the full year. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022 (the “Annual Report”). While the Company disclosed total revenue in the Unaudited Condensed Consolidated Income Statements in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 9, 2021, the accompanying Unaudited Condensed Consolidated Income Statements for the three and nine months ended September 30, 2021 presents revenues disaggregated into marketplace, wholesale, and product revenues to conform to the current year presentation, as a result of the acquisition of a 51% interest in CarOffer.
Principles of Consolidation	Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Subsequent Event Considerations	Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in Note 13 of these Unaudited Condensed Consolidated Financial Statements.
Use of Estimates	Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Changes in estimates are recognized in the period in which they become known. Critical estimates relied upon in preparing the Unaudited Condensed Consolidated Financial Statements include the determination of sales allowance and variable consideration in the Company’s revenue recognition, allowance for doubtful accounts, the impairment of long-lived assets, the capitalization of product, technology, and development costs for website development, internal-use software and hosting arrangements, the valuation of acquired assets and liabilities, the valuation and recoverability of intangible assets and goodwill, the valuation of redeemable noncontrolling interest, the recoverability of the Company’s net deferred tax assets and related valuation allowance, the valuation of inventory, and the valuation of equity and liability-classified compensation awards under ASC Topic 718, Stock-based Compensation (“ASC 718”). Accordingly, the Company considers these to be its critical accounting estimates, and believes that of the Company’s significant accounting policies, these policies involve the greatest degree of judgment and complexity.
Concentration of Credit Risk	Concentration of Credit Risk The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments, and trade accounts receivable. The Company maintains its cash, cash equivalents, and investments principally with accredited financial institutions of high credit standing. Although the Company deposits its cash, cash equivalents, and investments with multiple financial institutions, its deposits may often exceed governmental insured limits. The Company is exposed to credit losses primarily through its trade accounts receivable, which includes receivables in transit from a third-party payment processor. The third-party payment processor collects customer payments on the Company's behalf and remits them to the Company. Customer payments received, but not remitted as of period end are deemed to be receivables in transit. Additionally, the third-party payment processor provides payments in advance for certain selling dealers. If the third-party payment processor does not receive buying dealer payments associated with the transaction paid in advance, the Company would guarantee losses incurred by the third-party payment processor and the balance would be deducted from future remittances to the Company. To date, losses associated with these guarantees have not been material. Payments received in advance are presented as cash flows from financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. The Company offsets gross trade accounts receivable with payments received in advance from the third-party payment processor as it has the right of offset. At any point in time, the Company could have amounts due from the third-party payment processor for funds the third-party payment processor has collected from buying dealers and has not yet remitted to the Company, as well as amounts paid by the third-party payment processor to the Company in advance of collecting payments from buying dealers. Therefore, as the Company has the right to offset, the Company can either have a net receivable balance due from the third-party payment processor which is recognized within accounts receivable, or the Company can have a net liability which is recognized within accrued expenses if the advance payments exceed the receivable position from the third-party payment processor as of the balance sheet date. As of September 30, 2022, gross trade accounts receivable from receivables in transit from the third-party payment processor was $23,310, offset by payments received in advance of $25,058, which resulted in a net liability of $1,748 recognized within accrued expenses, accrued income taxes and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2021, gross trade accounts receivable from receivables in transit from the third-party payment processor was $18,747, offset by payments received in advance of $46,822, which resulted in a net liability of $28,075 recognized within accrued expenses, accrued income taxes and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. The majority of the Company's accounts receivable results from a third-party payment processor for wholesale and product revenue transactions. The Company has had no material losses related to wholesale and product receivables as it does not release title to the vehicle until successfully collecting funds from the buying dealer. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. As of September 30, 2022, one customer accounted for 16% of net accounts receivable. As of December 31, 2021, two customers accounted for 47% and 18% of net accounts receivable, respectively. Although 16% of net accounts receivable was attributable to one customer as of September 30, 2022 and 47% and 18% of net accounts receivable was attributable to two customers as of December 31, 2021, the remainder of the accounts receivable was dispersed among more than 1,000 customers. These customers who account for greater than 10% of net accounts receivable are related to wholesale and product receivables. Because the Company does not release title on vehicles until funds are successfully collected as discussed above, there is no significant credit risk associated with these customers. Other than the receivables associated with these customers discussed above, credit risk with respect to accounts receivable is dispersed due to the large number of customers. As of September 30, 2022 and December 31, 2021, $6,199 and $7,356, respectively, was included in net accounts receivable, representing unbilled accounts receivable relating primarily to advertising customers invoiced in the period subsequent to services rendered. For the three and nine months ended September 30, 2022 and 2021, no individual customer accounted for more than 10% of total revenue.
Significant Accounting Policies	Significant Accounting Policies The Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of September 30, 2022, there have been no material changes in the Company’s significant accounting policies, which are detailed in the Annual Report, other than as described below. Stock-Based Compensation During the three months ended June 30, 2022, the Company refined its model for determining the fair value of liability-classified awards as a result of obtaining gross profit actuals through the trailing twelve-month ended June 30, 2022 measuring period. The fair value is now determined using a Monte Carlo simulation model, instead of using the previous Least Square Monte Carlo simulation model. The determination of the fair value is affected by CarOffer’s equity value, EBITDA, Excess Parent Capital (as defined in the CarOffer Operating Agreement), and revenue forecasts that drive the exercise price of future call/put rights, as well as a number of assumptions including market price of risk, volatility, correlation, and risk-free interest rate. Liability-classified awards are remeasured to fair value each period until settlement. As disclosed in the Company's Current Report on Form 8-K filed with the SEC on September 29, 2022, the Company determined not to exercise the Company's call right to acquire up to an additional 25% of the fully diluted capitalization of CarOffer. The valuation of these liability awards continues to be valued using a Monte Carlo simulation and is now derived from the Company’s 2024 call right and CarOffer’s 2024 put right. Deferred Financing Costs The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to capital via credit facilities. Deferred financing costs incurred in connection with obtaining access to capital are recognized within other non-current assets in the Unaudited Condensed Consolidated Balance Sheets and within financing activities in the Unaudited Condensed Consolidated Statement of Cash Flows. These costs are amortized on a straight-line basis over the term of the applicable credit facility and recognized as interest expense within other income (expense), net in the Unaudited Condensed Consolidated Income Statements and as an adjustment to consolidated net income in the Unaudited Condensed Consolidated Statement of Cash Flows. For the three and nine months ended September 30, 2022, the Company recognized deferred financing costs of $2,578. For the three and nine months ended September 30, 2022, amortization of deferred financing costs was immaterial.
Recent Accounting Pronouncements not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company on or prior to the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. As of September 30, 2022, there are no new material accounting pronouncements that the Company is considering adopting.
Earnings Per Share	The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chairman. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net income per share. As a result, basic and diluted net income per share of Class A common stock and per share of Class B common stock are equivalent.

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Revenue from Contracts with Customers by Product

The following table summarizes revenue from contracts with customers by product for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Marketplace	$	165,309	$	159,925	$	492,524	$	476,183
Dealer-to-Dealer		70,741		57,626		273,296		130,484
IMCO		190,404		5,364		602,471		5,364
Total	$	426,454	$	222,915	$	1,368,291	$	612,031

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value Levels, Assets Measured at Fair Value on Recurring Basis

As of September 30, 2022 and December 31, 2021, assets measured at fair value on a recurring basis consist of the following:


	As of September 30, 2022
	Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)		Significant Other Observable Inputs (Level 2 Inputs)		Significant Unobservable Inputs (Level 3 Inputs)		Total
Cash equivalents:
Money market funds	$	273,574	$	—	$	—	$	273,574
Total	$	273,574	$	—	$	—	$	273,574


	As of December 31, 2021
	Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)		Significant Other Observable Inputs (Level 2 Inputs)		Significant Unobservable Inputs (Level 3 Inputs)		Total
Cash equivalents:
Money market funds	$	157,525	$	—	$	—	$	157,525
Investments:
Certificates of deposit		—		90,000		—		90,000
Total	$	157,525	$	90,000	$	—	$	247,525

Schedule of Investments

As of September 30, 2022, the Company did not hold any investments. As of December 31, 2021, investments consist of the following:


	As of December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Investments:
Certificates of deposit due in one year or less	$	90,000	$	—	$	—	$	90,000
Total	$	90,000	$	—	$	—	$	90,000

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

As of September 30, 2022 and December 31, 2021, property and equipment, net consist of the following:


	As of September 30, 2022			As of December 31, 2021
Server and computer equipment	$	8,038		$	8,349
Capitalized internal-use software		6,197			3,041
Capitalized website development		32,554			22,037
Furniture and fixtures		8,599			8,615
Leasehold improvements		24,057			24,082
Construction in progress		2,155			854
Finance lease right-of-use assets		454			556
		82,054			67,534
Less accumulated depreciation and amortization		(45,221	)		(35,324	)
Total	$	36,833		$	32,210

Accrued Expenses, Accrued Income Taxes and Other Current Liabilities and Other Non-Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses, Accrued Income Taxes and Other Current Liabilities

As of September 30, 2022 and December 31, 2021, accrued expenses, accrued income taxes and other current liabilities consist of the following:


	As of September 30, 2022		As of December 31, 2021
Accrued bonus	$	5,567	$	11,777
Accrued income taxes		9,425		6,344
Accrued tax distributions to redeemable noncontrolling interest holders		239		8,701
Payments received in advance from third-party payment processor		1,748		28,075
Reserve for returns and cancellations		13,802		2,254
Other accrued expenses and other current liabilities		26,189		21,435
Total	$	56,970	$	78,586

Schedule of Other Non-Current Liabilities

As of September 30, 2022 and December 31, 2021, other non-current liabilities consist of the following:


	As of September 30, 2022		As of December 31, 2021
CO Incentive Unit and Subject Unit liability-classified awards	$	26,898	$	21,095
Other non-current liabilities		3,568		2,544
Total	$	30,466	$	23,639

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation Expense by Award Type

stock compensation expense by award type and where the stock-based compensation expense was recognized in the Company’s Unaudited Condensed Consolidated Income Statements is as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022		2021
Options	$	647		$	630	$	1,937	$	1,882
Restricted stock units		13,324			13,852		39,613		41,539
CO Incentive Units and Subject Units		(20,917	)		687		5,803		9,681
Total	$	(6,946	)	$	15,169	$	47,353	$	53,102

Summary of Allocation of Stock-based Compensation Expense


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022		2021
Cost of revenue	$	212		$	110	$	417	$	311
Sales and marketing expense		104			2,717		8,173		9,040
Product, technology, and development expense		4,201			5,583		16,720		17,585
General and administrative expense		(11,463	)		6,759		22,043		26,166
Total	$	(6,946	)	$	15,169	$	47,353	$	53,102

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share

For the three and nine months ended September 30, 2022 and 2021, a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022			2021
Numerator:
Consolidated net income	$	18,824		$	29,267	$	55,723		$	76,214
Net (loss) income attributable to redeemable noncontrolling interest		(1,576	)		68		(3,871	)		(3,398	)
Accretion of redeemable noncontrolling interest to redemption value		(86,564	)		—		25,056			—
Net income attributable to common stockholders — basic	$	106,964		$	29,199	$	34,538		$	79,612
Net (loss) income attributable to redeemable noncontrolling interest		(1,576	)		68		—			(588	)
Accretion of redeemable noncontrolling interest to redemption value		(86,564	)		—		—			—
Net income attributable to common stockholders — diluted	$	18,824		$	29,267	$	34,538		$	79,024
Denominator:
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — basic		118,683,642			117,412,164		118,370,925			116,955,188
Dilutive effect of share equivalents resulting from stock options		252,048			418,054		288,523			460,553
Dilutive effect of share equivalents resulting from unvested restricted stock units		166,415			491,175		455,857			403,967
Dilutive effect of share equivalents resulting from CarOffer incentive units and noncontrolling interest		13,141,531			2,116,980		3,043,965			1,231,520
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted		132,243,636			120,438,373		122,159,270			119,051,228
Net income per share attributable to common stockholders:
Basic	$	0.90		$	0.25	$	0.29		$	0.68
Diluted	$	0.14		$	0.24	$	0.28		$	0.66

Schedule of Potentially Dilutive Common Stock Equivalents Excluded from Calculation of Diluted Weighted-average Shares Outstanding


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock options outstanding		589,090		588,490		592,259		501,306
Restricted stock units outstanding		3,681,606		2,181,061		2,203,409		2,507,873
CO Incentive Units, Subject Units and noncontrolling interest		—		—		9,001,896		—

Segment and Geographic Information (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Summary of Operations by Segment and Geographical Area

For the three and nine months ended September 30, 2022 and 2021, information regarding the Company’s revenue by geographical region is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue by Geographic Region:
United States	$	415,547	$	211,554	$	1,334,811	$	581,149
International		10,907		11,361		33,480		30,882
Total	$	426,454	$	222,915	$	1,368,291	$	612,031

Organization and Business Description - Additional Information (Details) - Segment	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Mar. 31, 2021	Jan. 14, 2021
Business Acquisition [Line Items]
State of incorporation	DE
Date of incorporation	Jun. 26, 2015
Number of reportable segments	1	2
Car Offer
Business Acquisition [Line Items]
Business acquisition, percentage of interest acquired	51.00%		51.00%	51.00%

Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($) Customer $ / shares	Sep. 30, 2021 Customer	Sep. 30, 2022 USD ($) Customer $ / shares	Sep. 30, 2021 Customer	Dec. 31, 2021 USD ($) Customer $ / shares	Mar. 31, 2021	Jan. 14, 2021
Summary Of Significant Accounting Policies [Line Items]
Description of significant off-balance sheet risk			The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements.
Accrued expenses, accrued income taxes and other current liabilities	$ 56,970		$ 56,970		$ 78,586
Deferred financing costs	2,578		2,578
Trade Accounts Receivable [Member]
Summary Of Significant Accounting Policies [Line Items]
Gross trade accounts receivable from receivables in transit from the third-party payment processor	23,310		23,310		18,747
Receivables offset by payments received in advance	25,058		25,058		46,822
Accrued expenses, accrued income taxes and other current liabilities	$ 1,748		$ 1,748		$ 28,075
Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Common stock, par value \| $ / shares	$ 0.001		$ 0.001		$ 0.001
Car Offer
Summary Of Significant Accounting Policies [Line Items]
Business acquisition, percentage of interest acquired	51.00%		51.00%			51.00%	51.00%
Sales Revenue, Net \| Concentration of Credit Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer	0	0	0	0
Net Accounts Receivable \| Advertising Customers
Summary Of Significant Accounting Policies [Line Items]
Unbilled accounts receivable	$ 6,199		$ 6,199		$ 7,356
Net Accounts Receivable \| Concentration of Credit Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer			1		2
Net Accounts Receivable \| Concentration of Credit Risk \| Customer One
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk, percentage			16.00%		47.00%
Net Accounts Receivable \| Concentration of Credit Risk \| Customer Two
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk, percentage					18.00%
Minimum \| Net Accounts Receivable \| Concentration of Credit Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer			1,000		1,000
Minimum \| Net Accounts Receivable \| Concentration of Credit Risk \| Customer One
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk, percentage			10.00%		10.00%
Call Option \| Car Offer
Summary Of Significant Accounting Policies [Line Items]
Business acquisition, option to acquire remaining percentage of interest	25.00%		25.00%

Revenue Recognition - Summary of Revenue from Contracts with Customers by Product (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 426,454	$ 222,915	$ 1,368,291	$ 612,031
Marketplace
Disaggregation of Revenue [Line Items]
Revenue	165,309	159,925	492,524	476,183
Dealer-to-Dealer
Disaggregation of Revenue [Line Items]
Revenue	70,741	57,626	273,296	130,484
IMCO
Disaggregation of Revenue [Line Items]
Revenue	$ 190,404	$ 5,364	$ 602,471	$ 5,364

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue from Contract with Customer [Abstract]
Revenue recognized	$ 15,071	$ 13,120	$ 12,784	$ 9,137
Performance obligation unsatisfied	$ 6,900		$ 6,900

Fair Value of Financial Instruments - Schedule of Fair Value Levels, Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments:		$ 90,000
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments:		$ 90,000
Debt Securities Held To Maturity Type Extensible List		us-gaap:CertificatesOfDepositMember
Total	$ 273,574	$ 247,525
Fair Value, Measurements, Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	273,574	157,525
Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2 Inputs)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments:		$ 90,000
Debt Securities Held To Maturity Type Extensible List		us-gaap:CertificatesOfDepositMember
Total		$ 90,000
Fair Value, Measurements, Recurring \| Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	273,574	157,525
Fair Value, Measurements, Recurring \| Money Market Funds \| Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	$ 273,574	$ 157,525

Fair Value of Financial Instruments - Additional Information (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Held to maturity fair value	$ 0	$ 90,000,000

Fair Value of Financial Instruments - Schedule of Investments (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Certificates of deposit due in one year or less, Amortized Cost		$ 90,000,000
Held to maturity amortized cost		90,000,000
Certificates of deposit due in one year or less, Estimated Fair Value		90,000,000
Held to maturity fair value	$ 0	$ 90,000,000

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 82,054	$ 67,534
Less accumulated depreciation and amortization	(45,221)	(35,324)
Property and equipment, net	36,833	32,210
Server and computer equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	8,038	8,349
Capitalized internal-use software
Property Plant And Equipment [Line Items]
Property and equipment, gross	6,197	3,041
Capitalized Website Development
Property Plant And Equipment [Line Items]
Property and equipment, gross	32,554	22,037
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	8,599	8,615
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	24,057	24,082
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment, gross	2,155	854
Finance Lease Right-of-use Assets
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 454	$ 556

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Line Items]
Depreciation and amortization excluding amortization of intangible assets and capitalized hosting arrangements	$ 3,514	$ 2,755	$ 10,556	$ 7,068
Capitalized Website Development
Property, Plant and Equipment [Line Items]
Increase (decrease) in property and equipment			$ 10,517

Goodwill and Other Intangible Assets - Summary of Changes in Carrying Value of Goodwill (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance at December 31, 2020	$ 158,287
Balance at June 30, 2021	$ 156,216

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Net Carrying Amount	$ 60,535	$ 83,915

Goodwill and Other Intangible Assets - Summary of Estimated Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Net Carrying Amount	$ 60,535	$ 83,915

Accrued Expenses, Accrued Income Taxes and Other Current Liabilities and Other Non-Current Liabilities - Schedule of Accrued Expenses, Accrued Income Taxes and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Accrued bonus	$ 5,567	$ 11,777
Accrued income taxes	9,425	6,344
Accrued tax distributions to redeemable noncontrolling interest holders	239	8,701
Payments received in advance from third-party payment processor	1,748	28,075
Reserve for returns and cancellations	13,802	2,254
Other accrued expenses and other current liabilities	26,189	21,435
Total	$ 56,970	$ 78,586

Accrued Expenses, Accrued Income Taxes and Other Current Liabilities and Other Non-Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Mar. 31, 2021	Jan. 14, 2021
Business Acquisition [Line Items]
Decrease in accrued bonus	$ 6,210
Decrease in payments received in advance from third-party payment processor		$ 26,327
Increase reserve for returns and cancellations		11,548
Decrease in accrued tax distributions to redeemable noncontrolling interest		8,462
Increase In CO incentive unit and subject unit liability-classified awards		$ 5,803
Car Offer
Business Acquisition [Line Items]
Business acquisition, percentage of interest acquired	51.00%	51.00%	51.00%	51.00%

Accrued Expenses, Accrued Income Taxes and Other Current Liabilities and Other Non-Current Liabilities - Schedule of Other Non-Current Liabilities - (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
CO Incentive Unit and Subject Unit liability-classified awards	$ 26,898	$ 21,095
Other non-current liabilities	3,568	2,544
Total	$ 30,466	$ 23,639

Debt - Additional Information (Details) - USD ($)		9 Months Ended
Debt - Additional Information (Details) - USD ($)	Sep. 26, 2022	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt outstanding		$ 0	$ 0
Line of credit facility maturity date		Sep. 26, 2027
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility maximum borrowing amount	$ 400,000,000.0
Letter of credit facility		$ 0
Line of credit facility increased in maximum borrowing capacity	$ 250,000,000.0
Increase in borrowing capacity equal to percentage of four quarter EBDITA	100.00%
Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility unutilized commitment fee percentage	0.125%
Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility unutilized commitment fee percentage	0.175%
Letter of Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Letter of credit facility	$ 50,000,000.0	$ 0

Commitments and Contingencies - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Days	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2021	Jan. 14, 2021
Commitments And Contingencies [Line Items]
Restricted cash	$ 22,882		$ 22,882		$ 16,336
Guarantee income	2,717	$ 1,916	8,329	$ 4,522
Exercise of guarantee net loss	$ 2,354	$ 1,074	$ 4,653	$ 1,135
Car Offer
Commitments And Contingencies [Line Items]
Business acquisition, percentage of interest acquired	51.00%		51.00%			51.00%	51.00%
Guarantees, description			provides certain guarantees to dealers through products such as its 45-Day Guarantee and OfferGuard product offerings on the CarOffer platform, which are accounted for under ASC Topic 460, Guarantees.
Number of days guarantee period \| Days			45
Guarantees	$ 86,819		$ 86,819		76,075
Loss contingent liabilities	$ 0		$ 0		$ 0
Call Option \| Car Offer
Commitments And Contingencies [Line Items]
Business acquisition, option to acquire remaining percentage of interest	25.00%		25.00%

Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Capitalized website development and internal-use software costs excluded from stock-based compensation expense	$ 939	$ 777	$ 3,410	$ 2,212
Employee tax withholding requirements for net share settlements of equity awards	$ 2,911	$ 3,106	$ 14,171	$ 11,314
Class A Common Stock
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Employee tax withholding requirements and option costs due to net share settlement	228,049	114,973	531,318	404,626
CarOffer Incentive Units and Subject Units
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Decrease in stock-based compensation expense	$ 21,604		$ 3,878

Stock-based Compensation - Summary of Stock-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	$ (6,946)	$ 15,169	$ 47,353	$ 53,102
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	647	630	1,937	1,882
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	13,324	13,852	39,613	41,539
CarOffer Incentive Units and Subject Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	$ (20,917)	$ 687	$ 5,803	$ 9,681

Stock-based Compensation - Summary of Allocation of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	$ (6,946)	$ 15,169	$ 47,353	$ 53,102
Cost of Revenue
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	212	110	417	311
Sales and Marketing Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	104	2,717	8,173	9,040
Product, Technology, and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	4,201	5,583	16,720	17,585
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	$ (11,463)	$ 6,759	$ 22,043	$ 26,166

Earnings Per Share - Additional Information (Details)	3 Months Ended		9 Months Ended
Earnings Per Share - Additional Information (Details)	Sep. 30, 2022 shares	Sep. 30, 2021 shares	Sep. 30, 2022 Vote shares	Sep. 30, 2021 shares
Earnings Per Share Basic [Line Items]
Conversion of stock, description			Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chairman.
Undistributed earnings ratio used to calculate allocation to class of stock			100.00%
Market Based Performance Awards
Earnings Per Share Basic [Line Items]
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding		282,921		282,921
Class A Common Stock
Earnings Per Share Basic [Line Items]
Right to voting			one vote per share
Number of votes entitled to stockholders per share \| Vote			1
Conversion of stock	0	1,676,061	0	2,605,658
Class B Common Stock
Earnings Per Share Basic [Line Items]
Right to voting			ten votes per share
Number of votes entitled to stockholders per share \| Vote			10
Class of share converted to another class			one share of Class A common stock
Conversion of stock			1

Earnings Per Share - Schedule of Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Consolidated net income	$ 18,824	$ 29,267	$ 55,723	$ 76,214
Net (loss) income attributable to redeemable noncontrolling interest	(1,576)	68	(3,871)	(3,398)
Accretion of redeemable noncontrolling interest to redemption value	(86,564)		25,056
Net income attributable to common stockholders - basic	106,964	29,199	34,538	79,612
Net (loss) income attributable to redeemable noncontrolling interest	(1,576)	68		(588)
Net income attributable to common stockholders - diluted	$ 18,824	$ 29,267	$ 34,538	$ 79,024
Denominator:
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — basic	118,683,642	117,412,164	118,370,925	116,955,188
Dilutive effect of share equivalents resulting from stock options	252,048	418,054	288,523	460,553
Dilutive effect of share equivalents resulting from unvested restricted stock units	166,415	491,175	455,857	403,967
Dilutive effect of share equivalents resulting from CarOffer incentive units and noncontrolling interest	13,141,531	2,116,980	3,043,965	1,231,520
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted	132,243,636	120,438,373	122,159,270	119,051,228
Net income per share attributable to common stockholders:
Basic	$ 0.90	$ 0.25	$ 0.29	$ 0.68
Diluted	$ 0.14	$ 0.24	$ 0.28	$ 0.66

Earnings Per Share - Schedule of Potentially Dilutive Common Stock Equivalents Excluded from Calculation of Diluted Weighted-average Shares Outstanding (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock Options Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding	589,090	588,490	592,259	501,306
Restricted Stock Units Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding	3,681,606	2,181,061	2,203,409	2,507,873
CO Incentive Units, Subject Units and noncontrolling interest
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding			9,001,896

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Examination [Line Items]
Income tax provision (benefit)	$ 10,032	$ 10,952	$ 23,059	$ 28,556
Effective income tax rate	33.00%	27.30%	27.90%	26.40%
Statutory tax rate	21.00%	21.00%	21.00%	21.00%
Foreign
Income Tax Examination [Line Items]
Closed tax year			2016
Internal Revenue Service (IRS) \| Foreign
Income Tax Examination [Line Items]
Closed tax year			2017
Internal Revenue Service (IRS) \| Domestic Tax Authority
Income Tax Examination [Line Items]
Closed tax year			2017
Internal Revenue Service (IRS) \| State
Income Tax Examination [Line Items]
Closed tax year			2017

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Segment and Geographic Information - Additional Information (Details) - Segment	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Number of reportable segments	1	2

Segment and Geographic Information - Summary of Operations by Segment and Geographical Area (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Total	$ 426,454	$ 222,915	$ 1,368,291	$ 612,031
United States
Segment Reporting Information [Line Items]
Total	415,547	211,554	1,334,811	581,149
International
Segment Reporting Information [Line Items]
Total	$ 10,907	$ 11,361	$ 33,480	$ 30,882