0000950170-23-040582 | 10-Q | XBRL Viewer

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Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($) Customer	Jun. 30, 2022 Customer	Jun. 30, 2023 USD ($) Customer	Jun. 30, 2022 Customer	Dec. 31, 2022 USD ($) Customer
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.
Accounts receivable, net	$ 37,820		$ 37,820		$ 46,817
Accounts payable, net	39,260		39,260		32,529
Investments					0
Accrued Expenses, Accrued Income Taxes and Other Current Liabilities
Summary Of Significant Accounting Policies [Line Items]
Trade accounts payable, net of payables	1,389		1,389
Receivables offset by payments received in advance	3,816		3,816
Accounts payable, net	$ 2,427		$ 2,427
Trade Accounts Receivable [Member]
Summary Of Significant Accounting Policies [Line Items]
Trade accounts receivable from receivables in transit, net of payables due, from the third-party payment processor					632
Receivables offset by payments received in advance					6,490
Accounts receivable, net					7,122
Sales Revenue, Net \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer	0	2	0	0
Sales Revenue, Net \| Customer Concentration Risk \| Customer One
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk, percentage		11.00%
Sales Revenue, Net \| Customer Concentration Risk \| Customer Two
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk, percentage		11.00%
Accounts Receivable and Other Receivables \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer			1
Accounts Receivable and Other Receivables \| Customer Concentration Risk \| Customer One
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk, percentage			11.00%
Net Accounts Receivable \| Advertising Customers
Summary Of Significant Accounting Policies [Line Items]
Unbilled accounts receivable	$ 7,655		$ 7,655		$ 7,150
Net Accounts Receivable \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer					1
Net Accounts Receivable \| Customer Concentration Risk \| Customer One
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk, percentage					13.00%
Minimum \| Net Accounts Receivable \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer			1,000
Minimum \| Net Accounts Receivable \| Customer Concentration Risk \| Customer One
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk, percentage			10.00%

Accrued Expenses, Accrued Income Taxes and Other Current Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses, Accrued Income Taxes and Other Current Liabilities

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

As of June 30, 2023 and December 31, 2022, accrued expenses, accrued income taxes, and other current liabilities consist of the following:


	As of June 30, 2023		As of December 31, 2022
Accrued bonus	$	11,874	$	11,007
Other accrued expenses, accrued income taxes, and other current liabilities		24,493		28,186
Total	$	36,367	$	39,193

Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning balance at Dec. 31, 2021	$ 516,841			$ 102	$ 16	$ 387,868	$ 129,258	$ (403)
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2021	162,808
Beginning balance, Shares at Dec. 31, 2021				101,773,034	15,999,173
Net (loss) income	19,910						19,910
Redeemable Noncontrolling Interest, Net income (loss)	(1,072)
Stock–based compensation expense	15,353					15,353
Issuance of common stock upon exercise of stock options	680					680
Issuance of common stock upon exercise of stock options, Shares				74,163
Issuance of common stock upon vesting of restricted stock units, Shares				451,084
Payment of withholding taxes on net share settlements of restricted stock units	(5,430)					(5,430)
Payment of withholding taxes on net share settlements of restricted stock units, Shares				(155,736)
Redeemable noncontrolling interest , accretion to redemption value	82,000
Accretion of redeemable noncontrolling interest to redemption value	(82,000)						(82,000)
Tax distribution to redeemable noncontrolling interest holders	(3,986)
Foreign currency translation adjustment	(489)							(489)
Ending balance at Mar. 31, 2022	464,865			$ 102	$ 16	398,471	67,168	(892)
Redeemable Noncontrolling Interest, Ending balance at Mar. 31, 2022	239,750
Ending balance, Shares at Mar. 31, 2022				102,142,545	15,999,173
Beginning balance at Dec. 31, 2021	516,841			$ 102	$ 16	387,868	129,258	(403)
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2021	162,808
Beginning balance, Shares at Dec. 31, 2021				101,773,034	15,999,173
Net (loss) income	39,194
Payment of withholding taxes on net share settlements of restricted stock units, Shares		(303,269)
Foreign currency translation adjustment	(2,075)
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
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
Issuance of common stock upon vesting of restricted stock units, Shares				447,555
Payment of withholding taxes on net share settlements of restricted stock units	(5,830)					(5,830)
Payment of withholding taxes on net share settlements of restricted stock units, Shares		(147,533)		(147,533)
Redeemable noncontrolling interest , accretion to redemption value	29,620
Accretion of redeemable noncontrolling interest to redemption value	(29,620)						(29,620)
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
Beginning balance at Dec. 31, 2022	734,609			$ 102	$ 16	413,092	323,043	(1,644)
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2022	36,749
Beginning balance, Shares at Dec. 31, 2022		101,636,649	15,999,173	101,636,649	15,999,173
Net (loss) income	16,132						16,132
Redeemable Noncontrolling Interest, Net income (loss)	(4,266)
Stock–based compensation expense	16,049					16,049
Issuance of common stock upon exercise of stock options	19					19
Issuance of common stock upon exercise of stock options, Shares				7,700
Issuance of common stock upon vesting of restricted stock units, Shares				959,935
Payment of withholding taxes on net share settlements of restricted stock units	(5,652)					(5,652)
Payment of withholding taxes on net share settlements of restricted stock units, Shares				(335,448)
Repurchase of common stock, Shares				(3,989,861)
Repurchase of common stock	(65,764)			$ (4)		(65,760)
Tax distribution to redeemable noncontrolling interest holders	(8)
Foreign currency translation adjustment	415							415
Ending balance at Mar. 31, 2023	695,808			$ 98	$ 16	357,748	339,175	(1,229)
Redeemable Noncontrolling Interest, Ending balance at Mar. 31, 2023	32,475
Ending balance, Shares at Mar. 31, 2023				98,278,975	15,999,173
Beginning balance at Dec. 31, 2022	734,609			$ 102	$ 16	413,092	323,043	(1,644)
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2022	36,749
Beginning balance, Shares at Dec. 31, 2022		101,636,649	15,999,173	101,636,649	15,999,173
Net (loss) income	32,545
Payment of withholding taxes on net share settlements of restricted stock units, Shares		(576,122)
Foreign currency translation adjustment	303
Ending balance at Jun. 30, 2023	700,854			$ 97	$ 16	346,494	355,588	(1,341)
Redeemable Noncontrolling Interest, Ending balance at Jun. 30, 2023	29,865
Ending balance, Shares at Jun. 30, 2023		97,426,273	15,999,173	97,426,273	15,999,173
Beginning balance at Mar. 31, 2023	695,808			$ 98	$ 16	357,748	339,175	(1,229)
Redeemable Noncontrolling Interest, Beginning balance at Mar. 31, 2023	32,475
Beginning balance, Shares at Mar. 31, 2023				98,278,975	15,999,173
Net (loss) income	16,413						16,413
Redeemable Noncontrolling Interest, Net income (loss)	(2,596)
Stock–based compensation expense	15,895					15,895
Issuance of common stock upon exercise of stock options	10					10
Issuance of common stock upon exercise of stock options, Shares				1,480
Issuance of common stock upon vesting of restricted stock units, Shares				697,879
Payment of withholding taxes on net share settlements of restricted stock units	(5,196)					(5,196)
Payment of withholding taxes on net share settlements of restricted stock units, Shares		(240,674)		(240,674)
Repurchase of common stock, Shares				(1,311,387)
Repurchase of common stock	(21,964)			$ 1		(21,963)
Tax distribution to redeemable noncontrolling interest holders	(14)
Foreign currency translation adjustment	(112)							(112)
Ending balance at Jun. 30, 2023	700,854			$ 97	$ 16	$ 346,494	$ 355,588	$ (1,341)
Redeemable Noncontrolling Interest, Ending balance at Jun. 30, 2023	$ 29,865
Ending balance, Shares at Jun. 30, 2023		97,426,273	15,999,173	97,426,273	15,999,173

Commitments and Contingencies - Schedule of Future Minimum Sublease Income Payments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2023	$ 1,120
2024	1,951
2025	1,023
Total	$ 4,094

Revenue Recognition - Summary of Revenue from Contracts with Customers by Product (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 239,737	$ 511,229	$ 471,700	$ 941,837
Marketplace
Disaggregation of Revenue [Line Items]
Revenue	170,950	163,926	338,077	327,215
Dealer-to-Dealer
Disaggregation of Revenue [Line Items]
Revenue	32,950	97,064	61,655	202,555
Instant Max Cash Offer
Disaggregation of Revenue [Line Items]
Revenue	$ 35,837	$ 250,239	$ 71,968	$ 412,067

- Definition

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.

+ References

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

+ Details

Property and Equipment, Net - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Depreciation and amortization excluding amortization of intangible assets and capitalized hosting arrangements	$ 4,160,000	$ 3,562,000	$ 8,202,000	$ 7,042,000
Digital Wholesale
Property, Plant and Equipment [Line Items]
Write-offs in capitalized website development costs		$ 0		$ 0
U.S. Marketplace
Property, Plant and Equipment [Line Items]
Write-offs in capitalized website development costs	$ 9,000
Digital Wholesale and U.S. Marketplace
Property, Plant and Equipment [Line Items]
Write-offs in capitalized website development costs			184,000
Capitalized Website Development
Property, Plant and Equipment [Line Items]
Increase (decrease) in property and equipment			9,274,000
Construction in Progress
Property, Plant and Equipment [Line Items]
Increase (decrease) in property and equipment			4,480,000
Capitalized Equipment
Property, Plant and Equipment [Line Items]
Increase (decrease) in property and equipment			$ (6,580,000)

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Contractual Obligations and Commitments

As of June 30, 2023, all of the Company’s property, equipment, and externally sourced internal-use software have been purchased with cash with the exception of amounts related to unpaid property and equipment, capitalized website development, capitalized internal-use software and capitalized hosting arrangements, and amounts related to obligations under finance leases as disclosed in the Unaudited Condensed Consolidated Statements of Cash Flows. In connection with the 1001 Boylston Street lease, the Company expects to spend approximately $69,815, net of tenant reimbursements. As of June 30, 2023, the Company has incurred $8,835 in expenses, of which $8,641 was capitalized. The Company has also signed $2,526 in contract commitments, which have not yet been incurred. The Company has no other material long-term purchase obligations outstanding with any vendors or third-parties.

Leases

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

As of June 30, 2023, there were no material changes in the Company’s leases from those disclosed in the Annual Report, other than those described below.

New Material Leases

The Company’s operating lease agreement in Boston, Massachusetts for 225,428 square feet at 1001 Boylston Street (the "1001 Boylston Street Lease") commenced on February 3, 2023 ("Delivery Date") as the Company has been granted access to begin its build out. The “Commencement Date” of the lease term is the earlier to occur of (i) the date that is 12 months following the Delivery Date and (ii) the date that the Company first occupies the premises for the normal conduct of business for the Permitted Use (as defined in the 1001 Boylston Street Lease). The initial term will commence on the Commencement Date and expire on the date that is 180 full calendar months after the Commencement Date (plus the partial month, if any, immediately following the Commencement Date). The 1001 Boylston Street Lease provides for the option to terminate early under certain circumstances and contains options to extend the lease term for two additional periods of five years. The 1001 Boylston Street Lease provides for annual rent increases through the term of the lease, leasehold improvement incentives, and variable payments related to operating expenses, management fees, taxes, utilities, insurance, and maintenance expenses. The 1001 Boylston Street Lease also contains both lease and non-lease components. Non-lease components relate to operating expenses, parking, utilities, and maintenance expenses. The Company expects to move into the office space in 2024.

Lease Commitments

As of June 30, 2023, future minimum lease payments for all leases are as follows:


Year Ending December 31,	Operating Lease Commitments
Remainder of 2023	$	5,974
2024		15,922
2025		18,592
2026		22,334
2027		22,742
Thereafter		231,155
Total lease payments	$	316,719
Less imputed interest		(109,665	)
Total	$	207,054

The table above does not include leases signed but not yet commenced as of June 30, 2023. As of June 30, 2023, total estimated future minimum lease payments for leases signed but not yet commenced are estimated to be $1,093. The lease is expected to commence in the current fiscal year with lease terms of approximately two years.

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, the Company recognized $9,103, $4,176, $16,547, and $8,228 of lease costs, respectively.

As of June 30, 2023, the weighted average remaining lease term was 13.2 years, and the weighted average discount rate was 5.7%. As the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company estimated the incremental borrowing rate based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term. The Company has no historical debt transactions and a collateralized rate is estimated based on a group of peer companies. The Company used the incremental borrowing rate on January 1, 2019 for leases that commenced prior to that date.

Sublease Income

As of June 30, 2023, future minimum sublease income payments are as follows:


Year Ending December 31,	Sublease Income Payments
Remainder of 2023	$	1,120
2024		1,951
2025		1,023
2026		—
2027		—
Thereafter		—
Total	$	4,094

Restricted Cash

The 1001 Boylston Street Lease and the Company’s leases in Cambridge, Massachusetts and San Francisco, California have associated letters of credit. As of December 31, 2022, all letters of credit were collateralized by cash, which was recognized as restricted cash in the Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2023, $742 of letters of credit were included under the 2022 Revolver Sub-facility, as the Company canceled two letters of credit associated with the San Francisco and the Cambridge (55 Cambridge Parkway) leases and reissued these letters of credit under the 2022 Revolver Sub-facility. As of June 30, 2023, $8,885 of letters of credit associated with the 1001 Boylston Street Lease remained collateralized by cash, which was recognized as restricted cash in the Unaudited Condensed Consolidated Balance Sheets. The Company expects to cancel the letter of credit associated with the 1001 Boylston Street Lease and reissue a new letter of credit under the 2022 Revolver Sub-facility in the next 12 months.

As of June 30, 2023 and December 31, 2022, restricted cash was $11,561 and $14,615, respectively, and primarily related to cash held at a financial institution in an interest‑bearing cash account as collateral for the letters of credit related to the contractual provisions for the Company’s building lease and pass-through payments from customers related to the Company’s wholesale business.

As of December 31, 2022, portions of restricted cash were classified as a short-term asset and long‑term asset, as disclosed in the Unaudited Condensed Consolidated Balance Sheets. During the six months ended June 30, 2023, the Company reclassified $9,378 of letters of credit from a long-term asset to a short-term asset as the Company expects to cancel and reissue the remaining letters of credit, outstanding as of December 31, 2022, under the 2022 Revolver Sub-facility in the next 12 months. Of the letters of credit outstanding as of December 31, 2022, the Company canceled a letter of credit associated with the Cambridge (2 Canal Park) lease, however, the cash was recognized as restricted cash as of March 31, 2023, until it was released from the bank. During the three months ended June 30, 2023, the Company released the cash associated with the Cambridge (2 Canal Park) lease. As of June 30, 2023, all restricted cash was classified as a short-term asset, as disclosed in the Unaudited Condensed Consolidated Balance Sheets.

Acquisitions

On January 14, 2021, the Company completed the acquisition of a 51% interest in CarOffer, an automated instant vehicle trade platform based in Addison, Texas, with the option to acquire portions of the remaining equity in the future. During the year ended December 31, 2022, the Company determined not to exercise its call right to acquire up to an additional 25% of the fully diluted capitalization of CarOffer. In the second half of 2024, the Company will have a call right to acquire all, and not less than all, of the remaining equity interests in CarOffer and the representative of the holders of the remaining equity will have a put right to sell to the Company all, and not less than all, of the remaining equity interests in CarOffer. Details of this acquisition are more fully described in Note 2 to the consolidated financial statements contained within the Annual Report.

Legal Matters

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

Guarantees and Indemnification Obligations

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

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

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

A guarantee liability is initially measured using the amount of consideration received from the dealer for the purchase of the guarantee. The initial liability is released, and guarantee income is recognized, upon the earliest of the following: the vehicle sells during the guarantee period, the seller exercises its put option during the guarantee period, or the option expires unexercised at the end of the guarantee period. Guarantee income is recognized within wholesale revenue in the Unaudited Condensed Consolidated Income Statements. Gains and losses resulting from dealers' exercise of guarantees are recognized within wholesale cost of revenue in the Unaudited Condensed Consolidated 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 wholesale cost of revenue is recognized for the amount of the loss in the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Income Statements.

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, income for guarantees purchased by dealers was $546, $2,292, $1,160, and $5,595, respectively. For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, the loss, net of gains, recognized within cost of revenue in the Unaudited Condensed Consolidated Income Statements resulting from dealers' exercise of guarantees was $164, $259, $89, and $2,083 respectively.

As of June 30, 2023, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $19,367. Of the maximum potential amount of future payments, the losses that were probable were immaterial. As such, as of June 30, 2023, the Company had immaterial contingent loss liabilities.

As of December 31, 2022, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $31,056. Of the maximum potential amount of future payments, the losses that were probable were immaterial. As such, as of December 31, 2022, the Company had immaterial contingent loss liabilities.

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Summary of Revenue from Contracts with Customers by Product

The following table summarizes revenue from contracts with customers by services and products for the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Marketplace	$	170,950	$	163,926	$	338,077	$	327,215
Dealer-to-Dealer		32,950		97,064		61,655		202,555
Instant Max Cash Offer		35,837		250,239		71,968		412,067
Total	$	239,737	$	511,229	$	471,700	$	941,837

Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

3. Revenue Recognition

The following table summarizes revenue from contracts with customers by services and products for the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Marketplace	$	170,950	$	163,926	$	338,077	$	327,215
Dealer-to-Dealer		32,950		97,064		61,655		202,555
Instant Max Cash Offer		35,837		250,239		71,968		412,067
Total	$	239,737	$	511,229	$	471,700	$	941,837

The Company provides disaggregation of revenue by services and products, by income statement presentation, by segment, and by geographic region.

Revenue by services and products is disaggregated by (i) marketplace services, (ii) Dealer-to-Dealer services and products, and (iii) Instant Max Cash Offer ("IMCO") services and products as disclosed above.

Revenue by income statement presentation is disaggregated by (i) marketplace, (ii) wholesale, and (iii) product revenue sources as disclosed in the Unaudited Condensed Consolidated Income Statements. Marketplace services are included within marketplace revenue in the Unaudited Condensed Consolidated Income Statements. Dealer-to-Dealer and IMCO services and products are included within both wholesale revenue and product revenue in the Unaudited Condensed Consolidated Income Statements.

Revenue by segment is disaggregated by (i) U.S. Marketplace and (ii) Digital Wholesale segments as disclosed in Note 12 of these Unaudited Condensed Consolidated Financial Statements. Marketplace services are included in the U.S. Marketplace segment and in the Other category of segment reporting. Dealer-to-Dealer and IMCO services and products are included in the Digital Wholesale segment.

Revenue by geographic region is disaggregated by (i) United States and (ii) International regions as disclosed in Note 12 of these Unaudited Condensed Consolidated Financial Statements. Marketplace services are provided in the United States and International regions. Dealer-to-Dealer and IMCO services and products are provided in the United States region.

The Company believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

ASC Topic 606, Revenue from Contracts with 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 June 30, 2023 was approximately $18.5 million, which the Company expects to recognize over the next twelve months.

For contracts with an original expected duration of one year or less, the Company has applied the practical expedient available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations as of June 30, 2023. For performance obligations not satisfied as of June 30, 2023, and to which this expedient applies, the nature of the performance obligations, the variable consideration, and any consideration from contracts with customers not included in the transaction price is consistent with performance obligations satisfied as of June 30, 2023.

For the three months ended June 30, 2023 and 2022, revenue recognized from amounts included in deferred revenue at the beginning of the period was $20,808 and $12,776, respectively. For the six months ended June 30, 2023 and 2022, revenue recognized from amounts included in deferred revenue at the beginning of the period was $12,249 and $12,784, respectively.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Examination [Line Items]
Income tax provision (benefit)	$ 8,601	$ 5,325	$ 15,132	$ 13,027
Effective income tax rate	34.40%	21.60%	31.70%	25.00%
Statutory tax rate	21.00%	21.00%	21.00%	21.00%
Revenue Commissioners, Ireland \| Foreign
Income Tax Examination [Line Items]
Open tax year			2017
Internal Revenue Service (IRS)
Income Tax Examination [Line Items]
Open tax year			2018

- Definition

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

+ References + Details

Earnings Per Share - Additional Information (Details)	3 Months Ended		6 Months Ended
Earnings Per Share - Additional Information (Details)	Jun. 30, 2023 shares	Jun. 30, 2022 shares	Jun. 30, 2023 Vote shares	Jun. 30, 2022 shares
Earnings Per Share Basic [Line Items]
Conversion of stock, description			Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chairman.
Undistributed earnings ratio used to calculate allocation to class of stock			100.00%
Market Based Performance Award RSU
Earnings Per Share Basic [Line Items]
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding			0	0
Class A Common Stock
Earnings Per Share Basic [Line Items]
Right to voting			one vote per share
Number of votes entitled to stockholders per share \| Vote			1
Conversion of stock	0	0	0	0
Class B Common Stock
Earnings Per Share Basic [Line Items]
Right to voting			ten votes per share
Number of votes entitled to stockholders per share \| Vote			10
Class of share converted to another class			one share of Class A common stock
Conversion of stock			1

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited (the “Unaudited Condensed Consolidated Financial Statements”). The Unaudited Condensed Consolidated Financial Statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update of the Financial Accounting Standards Board (“FASB”). The Unaudited Condensed Consolidated Financial Statements have also been prepared pursuant to the rules and regulations of the U.S. 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 June 30, 2023 and December 31, 2022, results of operations, comprehensive income, and changes in stockholders’ equity for the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. These interim period results are not necessarily indicative of the results to be expected for any other interim period or the full year. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023 (the “Annual Report”). While the Company disclosed interest income within other income (expense), net in the Unaudited Condensed Consolidated Income Statements in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 8, 2022, the accompanying Unaudited Condensed Consolidated Income Statements for the quarter ended June 30, 2022 present interest income separately from other income (expense), net to conform to the current year presentation, as interest income met the threshold for separate disclosure. Principles of Consolidation The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure. Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Changes in estimates are recognized in the period in which they become known. Critical estimates relied upon in preparing the Unaudited Condensed Consolidated Financial Statements include the determination of sales allowance and variable consideration in the Company’s revenue recognition, allowance for doubtful accounts, the impairment of long-lived assets, the capitalization of product, technology, and development costs for website development, internal-use software and hosting arrangements, the valuation of acquired assets and liabilities, the valuation and recoverability of intangible assets and goodwill, the valuation of redeemable noncontrolling interest, the recoverability of the Company’s net deferred tax assets and related valuation allowance, the valuation of inventory, and the valuation of equity and liability-classified compensation awards. Accordingly, the Company considers these to be its critical accounting estimates, and believes that of the Company’s significant accounting policies, these involve the greatest degree of judgment and complexity. Concentration of Credit Risk The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments, trade accounts receivable, and other receivables. The Company maintains its cash, cash equivalents, and short-term investments principally with accredited financial institutions of high credit standing. Although the Company deposits its cash, cash equivalents, and short-term investments with multiple financial institutions, its deposits with each such financial institution exceed governmental insured limits. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company generally has not experienced any material losses related to receivables from individual customers or groups of customers. The majority of the Company's accounts receivable results from wholesale and product revenue transactions. The Company has had no material losses related to wholesale and product receivables as the third-party transaction processor does not release the title to the vehicle until successfully collecting funds from the buying dealer. Titling is handled by the Company's third-party transaction processor and titles are held in escrow until it collects funds from the buying dealer (i.e., title is legally transferred from the selling party to the buying party upon signing of bill of sale, but title is held in escrow by the third-party transaction processor until payment is received). Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable and other receivables. As of June 30, 2023, one customer accounted for 11% of net accounts receivable and other receivables. As of December 31, 2022, one customer accounted for 13% of net accounts receivable. The remainder of the accounts receivable was dispersed among more than 1,000 customers. The customers who accounted for greater than 10% of net accounts receivable are related to wholesale and product receivables. The collection risk associated with these customers is mitigated because, as discussed above, the third-party transaction processor does not release the title on vehicles until funds are successfully collected. Furthermore, there is no significant credit risk with respect to accounts receivable because, other than the receivables associated with these customers, credit risk with respect to accounts receivable is dispersed due to the large number of customers. For the three and six months ended June 30, 2023, no individual customer accounted for more than 10% of total revenue. For the three months ended June 30, 2022, two customers each accounted for 11% of total revenue due to the continued growth of the CarOffer business. For the six months ended June 30, 2022, no individual customer accounted for more than 10% of total revenue. The Company is exposed to credit losses primarily through its trade accounts receivable, which includes receivables in transit, net of payables due, from a third-party transaction processor. The third-party transaction processor collects customer payments on the Company's behalf and remits them to the Company. Customer payments received by the third-party transaction processor, but not remitted to the Company as of period end are deemed to be receivables in transit, net of payables due. Additionally, the third-party transaction processor provides payments in advance for certain selling dealers. If the third-party transaction processor does not receive buying dealer payments associated with the transaction paid in advance, the Company would guarantee losses incurred by the third-party transaction processor and the balance would be deducted from future remittances to the Company. To date, losses associated with these guarantees have not been material. The Company offsets trade accounts receivables in transit, net of payables due, from the third-party transaction processor with payments received in advance from the third-party transaction processor as it has the right of offset. At any point in time, the Company could have amounts due from the third-party transaction processor for funds the third-party transaction processor has collected from buying dealers and has not yet remitted to the Company (i.e., receivables in transit, net of payables due), as well as amounts paid by the third-party transaction processor to the Company in advance of collecting payments from buying dealers (i.e., payments received in advance). Therefore, as the Company has the right to offset, the Company can either have a net receivable balance due from the third-party transaction processor which is recognized within accounts receivable, net in the Unaudited Condensed Consolidated Balance Sheets, or the Company can have a net liability which is recognized within accrued expenses, accrued income taxes, and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets if the advance payments exceed the receivable position from the third-party transaction processor as of the balance sheet date. Payments received in advance from the third-party transaction processor are presented as cash flows from financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. As of June 30, 2023, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $2,427, offset by payments received in advance of $3,816, which resulted in a net payable of $1,389 recognized within accrued expenses, accrued income taxes, and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2022, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $7,122, offset by payments received in advance of $6,490, which resulted in a net receivable of $632 recognized within accounts receivable, net in the Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2023 and December 31, 2022, $7,655 and $7,150, respectively, was included in net accounts receivable, representing unbilled accounts receivable relating primarily to advertising customers invoiced in the period subsequent to services rendered. Significant Accounting Policies The Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of June 30, 2023, there have been no material changes in the Company’s significant accounting policies, which are detailed in the Annual Report, other than those described below. Cash, Cash Equivalents, and Investments As of June 30, 2023 and December 31, 2022, cash and cash equivalents primarily consist of cash on deposit with banks, amounts held in interest-bearing money market accounts, and investments with original maturities of 90 days or less. Cash equivalents are carried at cost, which approximates their fair market value. The Company’s investment policy, which was approved by the Audit Committee of the Company’s Board of Directors (the “Board”), permits investments in fixed income securities, including U.S. government and agency securities, non‑U.S. government securities, money market instruments, commercial paper, certificates of deposit, corporate bonds, and asset‑backed securities. 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 less than one year 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 in equity securities with readily determinable fair values are recognized at fair value based on quoted market prices within investments in the Unaudited Condensed Consolidated Balance Sheets. Investments in held-to-maturity debt securities are recognized at amortized cost within investments in the Unaudited Condensed Consolidated Balance Sheets. The Company adjusts the cost of investments in held-to-maturity debt securities for amortization of premiums and accretion of discounts to maturity, if any. Investments in trading and available-for-sale debt securities are recognized at fair value within investments in the Unaudited Condensed Consolidated Balance Sheets. Purchases of equity securities and debt securities are recognized within investing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Dividend income from equity securities is recognized within interest income in the Unaudited Condensed Consolidated Income Statements. Reinvested proceeds from dividend income are recognized within purchases of investments in investing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. The revaluation of equity securities and debt securities results in an unrealized gain or loss. Unrealized gains or losses on equity securities and trading debt securities are recognized within other income (expense), net in the Unaudited Condensed Consolidated Income Statements and backed out of operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Unrealized gains or losses on available-for-sale debt securities are recognized within other comprehensive income in the Unaudited Condensed Consolidated Statements of Comprehensive Income. Interest on held-to-maturity debt securities is recognized within interest income in the Unaudited Condensed Consolidated Income Statements. Proceeds from sale of equity securities and debt securities are recognized within investing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Realized gains and losses on sale of equity securities and debt securities are recognized within other (expense) income, net in the Unaudited Condensed Consolidated Income Statements, backed out of operating activities in the Unaudited Condensed Consolidated Cash Flows, and recognized within proceeds from sale of equity securities and debt securities in investing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Debt securities are reviewed for other‑than‑temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. Other‑than‑temporary impairments of debt securities are recognized within other income (expense), net in the Unaudited Condensed Consolidated Income Statements if the Company has experienced a credit loss or if it is more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and duration of the impairment, and changes in value subsequent to the end of the period. As of June 30, 2023, the Company held short-term investments in equity securities. As of December 31, 2022, the Company held no investments. 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 June 30, 2023, there are no new material accounting pronouncements that the Company is considering adopting.

Segment and Geographic Information - Summary of Reconciliation Between Segment Income from Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting [Abstract]
Total segment income from operations	$ 17,738	$ 23,542	$ 31,797	$ 50,201
Other income (expense), net	4,680	(156)	9,018	(275)
Income before income taxes	$ 22,418	$ 23,386	$ 40,815	$ 49,926

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 25
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-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

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-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section S99
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-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

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+ Details

Segment and Geographic Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Summary of Segment Revenue, Income (Loss) and Depreciation and Amortization

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, segment revenue, segment income (loss) from operations, and segment depreciation and amortization are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Segment Revenue
U.S. Marketplace	$	158,443	$	152,753	$	314,064	$	304,642
Digital Wholesale		68,787		347,303		133,623		614,622
Other		12,507		11,173		24,013		22,573
Total	$	239,737	$	511,229	$	471,700	$	941,837


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Segment Income (Loss) from Operations:
U.S. Marketplace	$	24,619		$	28,346		$	51,158		$	58,182
Digital Wholesale		(6,307	)		(2,638	)		(17,532	)		(4,749	)
Other		(574	)		(2,166	)		(1,829	)		(3,232	)
Total	$	17,738		$	23,542		$	31,797		$	50,201


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Segment Depreciation and Amortization:
U.S. Marketplace	$	2,823	$	2,879	$	5,563	$	5,819
Digital Wholesale		8,701		8,257		17,394		16,379
Other		143		98		286		221
Total	$	11,667	$	11,234	$	23,243	$	22,419

Summary of Reconciliation Between Segment Income from Operations

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, a reconciliation between total segment income from operations to consolidated income before income taxes is as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022			2023		2022
Total segment income from operations	$	17,738	$	23,542		$	31,797	$	50,201
Other income (expense), net		4,680		(156	)		9,018		(275	)
Consolidated income before income taxes	$	22,418	$	23,386		$	40,815	$	49,926

Summary of Assets by Segment

As of June 30, 2023 and December 31, 2022, segment assets are as follows:


	As of June 30, 2023		As of December 31, 2022 (1)
Segment Assets:
U.S. Marketplace	$	656,728	$	525,103
Digital Wholesale		334,712		358,289
Other		48,881		43,710
Total	$	1,040,321	$	927,102

(1)

As of December 31, 2022, Digital Wholesale assets did not reflect certain Dealer-to-Dealer and IMCO related capitalized website development assets from the U.S. Marketplace segment. During the three months ended March 31, 2023, the Company updated Digital Wholesale assets to reflect certain Dealer-to-Dealer and IMCO related capitalized website development amortization assets from the U.S. Marketplace segment and accordingly updated Digital Wholesale assets as of December 31, 2022 for comparative purposes.

Summary of Revenue by Geographic Region

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, revenue by geographic region is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue by Geographic Region:
United States	$	227,230	$	500,056	$	447,687	$	919,264
International		12,507		11,173		24,013		22,573
Total	$	239,737	$	511,229	$	471,700	$	941,837

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating Activities
Consolidated net income	$ 25,683	$ 36,899
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization	23,243	22,419
Gain on sale of property and equipment	(460)
Unrealized currency (gain) loss on foreign denominated transactions	(136)	354
Unrealized loss on short-term investments	21
Realized gain on short-term investments	(5)
Deferred taxes	(16,411)	(23,464)
(Recoveries) provision for doubtful accounts	(171)	699
Stock-based compensation expense	29,507	27,579
Amortization of deferred financing costs	258
Amortization of deferred contract costs	5,603	5,564
Impairment of long-lived assets	184
Changes in operating assets and liabilities:
Accounts receivable	13,241	(12,022)
Inventory	4,740	(2,028)
Prepaid expenses, prepaid income taxes, and other assets	3,454	(10,434)
Deferred contract costs	(9,738)	(5,746)
Accounts payable	4,140	8,168
Accrued expenses, accrued income taxes, and other liabilities	(4,091)	38,174
Deferred revenue	9,016	2,302
Lease obligations	7,603	(869)
Net cash provided by operating activities	95,681	87,595
Investing Activities
Purchases of property and equipment	(4,255)	(2,661)
Proceeds from sale of property and equipment	460
Capitalization of website development costs	(7,432)	(5,502)
Purchases of short-term investments	(95,506)
Maturities of short-term investments		60,000
Sales of short-term investments	5,000
Advance payments to customer, net of collections	(2,601)
Net cash (used in) provided by investing activities	(104,334)	51,837
Financing Activities
Proceeds from issuance of common stock upon exercise of stock options	29	705
Payment of withholding taxes on net share settlements of restricted stock units	(6,894)	(11,260)
Repurchase of common stock	(91,458)
Payment of finance lease obligations	(34)	(35)
Payment of tax distributions to redeemable noncontrolling interest holders	(38)	(12,691)
Change in gross advance payments received from third-party transaction processor	(2,674)	(2,363)
Net cash used in financing activities	(101,069)	(25,644)
Impact of foreign currency on cash, cash equivalents, and restricted cash	211	(912)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(109,511)	112,876
Cash, cash equivalents, and restricted cash at beginning of period	484,132	248,280
Cash, cash equivalents, and restricted cash at end of period	374,621	361,156
Supplemental disclosure of cash flow information:
Cash paid for income taxes	36,303	41,160
Cash paid for operating lease liabilities	9,831	9,220
Cash paid for interest	279
Supplemental noncash disclosure of cash flow information:
Unpaid purchases of property and equipment, capitalized website development, capitalized internal-use software and capitalized hosting arrangements	4,509	362
Unpaid withholding taxes on net share settlement of restricted stock units	3,958
Unpaid repurchases of common stock	559
Capitalized stock-based compensation expense in website development and internal-use software costs and hosting arrangements	2,437	2,471
Obtaining a right-of-use asset in exchange for an operating lease liability	$ 144,556	5,307
Accretion of Redeemable Noncontrolling Interest to Redemption Value		111,620
Accrued Tax Distributions To Redeemable Noncontrolling Interest Holders		$ 3,638

Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Consolidated net income	$ 13,817	$ 18,061	$ 25,683	$ 36,899
Other comprehensive income:
Foreign currency translation adjustment	(112)	(1,586)	303	(2,075)
Consolidated comprehensive income	13,705	16,475	25,986	34,824
Comprehensive loss attributable to redeemable noncontrolling interests	(2,596)	(1,223)	(6,862)	(2,295)
Comprehensive income attributable to CarGurus, Inc.	$ 16,301	$ 17,698	$ 32,848	$ 37,119

- Definition

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.

+ References + Details

- Definition

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.

+ References + Details

- Definition

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

+ References

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+ Details

Segment and Geographic Information - Summary of Segment Revenue, Income (Loss) and Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Total Revenue	$ 239,737	$ 511,229	$ 471,700	$ 941,837
Income (Loss) from Operations	17,738	23,542	31,797	50,201
Depreciation and Amortization	11,667	11,234	23,243	22,419
U.S. Marketplace
Segment Reporting Information [Line Items]
Total Revenue	158,443	152,753	314,064	304,642
Income (Loss) from Operations	24,619	28,346	51,158	58,182
Depreciation and Amortization	2,823	2,879	5,563	5,819
Digital Wholesale
Segment Reporting Information [Line Items]
Total Revenue	68,787	347,303	133,623	614,622
Income (Loss) from Operations	(6,307)	(2,638)	(17,532)	(4,749)
Depreciation and Amortization	8,701	8,257	17,394	16,379
Other
Segment Reporting Information [Line Items]
Total Revenue	12,507	11,173	24,013	22,573
Income (Loss) from Operations	(574)	(2,166)	(1,829)	(3,232)
Depreciation and Amortization	$ 143	$ 98	$ 286	$ 221

- Definition

+ References

+ Details

Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

10. Earnings Per Share

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

During the three months ended June 30, 2023 and 2022 and the six months ended June 30, 2023 and 2022, no shares of Class B common stock were converted into Class A common stock.

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

Diluted net income (loss) per share (“Diluted EPS”) gives effect to all potentially dilutive securities. Diluted EPS is computed by dividing consolidated net income adjusted for net loss attributable to redeemable noncontrolling interest and changes in the redemption value of redeemable noncontrolling interest, if applicable and dilutive, by the weighted-average number of common shares outstanding during the reporting period using (i) the number of shares of common stock used in the Basic EPS calculation as indicated above, (ii) if dilutive, the incremental weighted-average common stock that the Company would issue upon the exercise of stock options and the vesting of RSUs, and (iii) if dilutive, market-based performance awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. The if-converted method is used to calculate the number of shares issuable upon exercise of the 2024 Put Right (as defined in Note 2 to the consolidated financial statements contained within the Annual Report), inclusive of CarOffer noncontrolling interest and incentive and subject units, that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Consolidated net income	$	13,817		$	18,061		$	25,683		$	36,899
Net loss attributable to redeemable noncontrolling interest		(2,596	)		(1,223	)		(6,862	)		(2,295	)
Accretion of redeemable noncontrolling interest to redemption value		—			29,620			—			111,620
Net income (loss) attributable to common stockholders — basic	$	16,413		$	(10,336	)	$	32,545		$	(72,426	)
Net loss attributable to redeemable noncontrolling interest		(2,596	)		—			(6,862	)		—
Net income (loss) attributable to common stockholders — diluted	$	13,817		$	(10,336	)	$	25,683		$	(72,426	)
Denominator:
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — basic		113,438,057			118,390,641			114,392,961			118,211,975
Dilutive effect of share equivalents resulting from stock options		226,406			—			228,043			—
Dilutive effect of share equivalents resulting from unvested restricted stock units		826,188			—			576,886			—
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted		114,490,651			118,390,641			115,197,890			118,211,975
Net income (loss) per share attributable to common stockholders:
Basic	$	0.14		$	(0.09	)	$	0.28		$	(0.61	)
Diluted	$	0.12		$	(0.09	)	$	0.22		$	(0.61	)

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, potentially dilutive common stock equivalents that have been excluded from the calculation of diluted weighted-average shares outstanding as their effect would have been anti-dilutive are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Stock options outstanding		558,080		885,547		559,054		914,870
Restricted stock units outstanding		2,291,538		4,296,625		2,749,365		4,186,653
CO Incentive Units, Subject Units and noncontrolling interest		—		15,205,940		—		11,498,025

For the three and six months ended June 30, 2023, the number of issuable shares estimated upon exercise of the 2024 Put Right was zero. For the three and six months ended June 30, 2022, there was no effect of potentially dilutive shares as the numerator was negative. Additionally, during the three months ended March 31, 2022, the Company modified its market-based performance awards to contain only service-based vesting conditions in line with the Company's other RSU awards. As a result, there are no market-based RSUs outstanding as of June 30, 2023 or 2022.

Segment and Geographic Information - Summary of Revenue by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue by Geographic Region:
Total Revenue	$ 239,737	$ 511,229	$ 471,700	$ 941,837
United States
Revenue by Geographic Region:
Total Revenue	227,230	500,056	447,687	919,264
International
Revenue by Geographic Region:
Total Revenue	$ 12,507	$ 11,173	$ 24,013	$ 22,573

- Definition

+ References

+ Details

Commitments and Contingencies - Additional Information (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Days	Jun. 30, 2022 USD ($)	Feb. 03, 2023 ft²	Dec. 31, 2022 USD ($)	Jan. 14, 2021
Commitments And Contingencies [Line Items]
Restricted cash	$ 11,561,000		$ 11,561,000			$ 14,615,000
Lease costs	$ 9,103,000	$ 4,176,000	$ 16,547,000	$ 8,228,000
Weighted average remaining lease term	13 years 2 months 12 days		13 years 2 months 12 days
Weighted average discount rate	5.70%		5.70%
Reclassified line of credit from long-term asset to short-term asset			$ 9,378,000
Guarantee income	$ 546,000	2,292,000	1,160,000	5,595,000
Exercise of guarantee net loss	164,000	$ 259,000	89,000	$ 2,083,000
Maximum potential amount of future payments required to make under guarantees	19,367,000		19,367,000			31,056,000
Estimated future minimum lease payments not yet commenced	1,093,000		$ 1,093,000
Lessee operating lease expected to commence lease terms			2 years
2022 Revolver Sub-facility
Commitments And Contingencies [Line Items]
Letter of credit facility	0		$ 0			$ 0
1001 Boylston Street
Commitments And Contingencies [Line Items]
Contract commitments	2,526,000		2,526,000
Expected contractual obligations and commitments in connection with lease net of tenant reimbursements	69,815,000		69,815,000
Contractual obligations incurred expenses	8,835,000		$ 8,835,000
Area of land \| ft²					225,428
Lessee, Operating Lease, Existence of Option to Extend [true false]			true
Operating lease, option to extend			options to extend the lease term for two additional periods of five years.
Contractual obligations capitalized amount	8,641,000		$ 8,641,000
San Francisco and Cambridge \| 2022 Revolver Sub-facility
Commitments And Contingencies [Line Items]
Letter of credit facility	742,000		742,000
1001 Boylston Street and Cambridge
Commitments And Contingencies [Line Items]
Letter of credit facility	$ 8,885,000		$ 8,885,000
Car Offer
Commitments And Contingencies [Line Items]
Business acquisition, percentage of interest acquired	51.00%		51.00%				51.00%
Guarantees, description			provides certain guarantees to dealers through products such as its 45-Day Guarantee and OfferGuard service offerings on the CarOffer platform, which are accounted for under ASC Topic 460, Guarantees.
Number of days guarantee period \| Days			45
Call Option \| Car Offer
Commitments And Contingencies [Line Items]
Business acquisition, option to acquire remaining percentage of interest	25.00%		25.00%

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

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

As of June 30, 2023 and December 31, 2022, assets measured at fair value on a recurring basis consist of the following:


	As of June 30, 2023
	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:
Mutual funds	$	204,560	$	—	$	—	$	204,560
Short-term investments:
Mutual funds		90,490		—		—		90,490
Total	$	295,050	$	—	$	—	$	295,050


	As of December 31, 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:
Mutual funds	$	175,486	$	—	$	—	$	175,486
Total	$	175,486	$	—	$	—	$	175,486

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

4. Fair Value of Financial Instruments

As of June 30, 2023 and December 31, 2022, assets measured at fair value on a recurring basis consist of the following:


	As of June 30, 2023
	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:
Mutual funds	$	204,560	$	—	$	—	$	204,560
Short-term investments:
Mutual funds		90,490		—		—		90,490
Total	$	295,050	$	—	$	—	$	295,050


	As of December 31, 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:
Mutual funds	$	175,486	$	—	$	—	$	175,486
Total	$	175,486	$	—	$	—	$	175,486

For the three and six months ended June 30, 2023, unrealized gain on investments in equity securities were immaterial.

As of December 31, 2022, the Company did not have any investments.

Unaudited Condensed Consolidated Income Statements - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Revenue

Total revenue

$ 239,737

$ 511,229

$ 471,700

$ 941,837

Cost of Goods and Services Sold [Abstract]

Total cost of revenue

^[1]

75,596

323,378

152,579

572,111

Gross profit

164,141

187,851

319,121

369,726

Operating expenses:

Sales and marketing

77,838

95,605

153,415

183,186

Product, technology, and development

37,391

31,354

73,998

62,007

General and administrative

27,267

33,514

52,186

66,635

Depreciation and amortization

3,907

3,836

7,725

7,697

Total operating expenses

146,403

164,309

287,324

319,525

Income from operations

17,738

23,542

31,797

50,201

Other income (expense), net:

Interest income

4,333

311

8,076

348

Other income (expense), net

347

(467)

942

(623)

Total other income (expense), net

4,680

(156)

9,018

(275)

Income before income taxes

22,418

23,386

40,815

49,926

Provision for income taxes

8,601

5,325

15,132

13,027

Consolidated net income

13,817

18,061

25,683

36,899

Net loss attributable to redeemable noncontrolling interest

(2,596)

(1,223)

(6,862)

(2,295)

Net income attributable to CarGurus, Inc.

16,413

19,284

32,545

39,194

Accretion of redeemable noncontrolling interest to redemption value

29,620

111,620

Net income (loss) attributable to common stockholders - basic

$ 16,413

$ (10,336)

$ 32,545

$ (72,426)

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

Basic

$ 0.14

$ (0.09)

$ 0.28

$ (0.61)

Diluted

$ 0.12

$ (0.09)

$ 0.22

$ (0.61)

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

Basic

113,438,057

118,390,641

114,392,961

118,211,975

Diluted

114,490,651

118,390,641

115,197,890

118,211,975

Marketplace [Member]

Revenue

Total revenue

$ 170,950

$ 163,926

$ 338,077

$ 327,215

Cost of Goods and Services Sold [Abstract]

Total cost of revenue

^[1]

15,474

13,257

31,007

25,466

Wholesale [Member]

Revenue

Total revenue

31,952

75,937

57,138

166,931

Cost of Goods and Services Sold [Abstract]

Total cost of revenue

^[1]

24,428

46,518

46,496

104,700

Product [Member]

Revenue

Total revenue

36,835

271,366

76,485

447,691

Cost of Goods and Services Sold [Abstract]

Total cost of revenue

^[1]

$ 35,694

$ 263,603

$ 75,076

$ 441,945

[1]	Includes depreciation and amortization expense for the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022 of $7,760, $7,398, $15,518 and $14,722, respectively.

Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2023	$ 5,974
2024	15,922
2025	18,592
2026	22,334
2027	22,742
Thereafter	231,155
Total lease payments	316,719
Less imputed interest	(109,665)
Total	$ 207,054

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

As of June 30, 2023 and December 31, 2022, property and equipment, net consist of the following:


	As of June 30, 2023			As of December 31, 2022
Capitalized equipment	$	1,297		$	7,877
Capitalized internal-use software		9,547			7,429
Capitalized website development		45,643			36,369
Furniture and fixtures		8,904			8,615
Leasehold improvements		24,322			24,225
Construction in progress		8,641			4,161
Finance lease right-of-use assets		354			420
		98,708			89,096
Less accumulated depreciation and amortization		(50,465	)		(48,968	)
Total	$	48,243		$	40,128

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		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Consolidated net income	$ 13,817	$ 18,061	$ 25,683	$ 36,899
Net loss attributable to redeemable noncontrolling interest	(2,596)	(1,223)	(6,862)	(2,295)
Accretion of redeemable noncontrolling interest to redemption value		29,620		111,620
Net income (loss) attributable to common stockholders - basic	16,413	(10,336)	32,545	(72,426)
Net loss attributable to redeemable noncontrolling interest	(2,596)		(6,862)
Net income (loss) attributable to common stockholders - diluted	$ 13,817	$ (10,336)	$ 25,683	$ (72,426)
Denominator:
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — basic	113,438,057	118,390,641	114,392,961	118,211,975
Dilutive effect of share equivalents resulting from stock options	226,406		228,043
Dilutive effect of share equivalents resulting from unvested restricted stock units	826,188		576,886
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted	114,490,651	118,390,641	115,197,890	118,211,975
Net income (loss) per share attributable to common stockholders:
Basic	$ 0.14	$ (0.09)	$ 0.28	$ (0.61)
Diluted	$ 0.12	$ (0.09)	$ 0.22	$ (0.61)

Accrued Expenses, Accrued Income Taxes and Other Current Liabilities - Schedule of Accrued Expenses, Accrued Income Taxes and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Accrued bonus	$ 11,874	$ 11,007
Other accrued expenses, accrued income taxes, and other current liabilities	24,493	28,186
Total	$ 36,367	$ 39,193

Debt - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
Debt - Additional Information (Details) - USD ($)	Sep. 26, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt outstanding		$ 0		$ 0		$ 0
Line of credit facility maturity date				Sep. 26, 2027
Amortization of deferred financing costs				$ 258,000
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility maximum borrowing amount	$ 400,000,000.0	399,258,000		399,258,000
Letter of credit facility		0		0		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%
Deferred financing costs		2,184,000		2,184,000		2,442,000
Amortization of deferred financing costs		129,000	$ 0	258,000	$ 0
Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility unutilized commitment fee percentage	0.125%
Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility unutilized commitment fee percentage	0.175%
Letter of Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Letter of credit facility	$ 50,000,000.0	$ 742,000		$ 742,000		$ 0

Organization and Business Description - Additional Information (Details) - Segment	3 Months Ended	6 Months Ended	9 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Sep. 30, 2022	Jan. 14, 2021
Business Acquisition [Line Items]
State of incorporation		DE
Date of incorporation		Jun. 26, 2015
Number of reportable segments	2	2	1
Car Offer
Business Acquisition [Line Items]
Business acquisition, percentage of interest acquired		51.00%		51.00%

Stock-based Compensation and Common Stock Share Repurchases (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation Expense by Award Type

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, stock-based compensation expense by award type and where the stock-based compensation expense was recognized in the Unaudited Condensed Consolidated Income Statements is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Options	$	590	$	646	$	1,204	$	1,290
Restricted Stock Units		14,012		12,786		28,375		26,289
CO Incentive Units and Subject Units		1,225		13,025		1,225		26,720
Total	$	15,827	$	26,457	$	30,804	$	54,299

Summary of Allocation of Stock-based Compensation Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	185	$	69	$	328	$	205
Sales and marketing expense		2,872		4,086		5,956		8,069
Product, technology, and development expense		6,034		6,151		12,323		12,519
General and administrative expense		6,736		16,151		12,197		33,506
Total	$	15,827	$	26,457	$	30,804	$	54,299

Fair Value of Financial Instruments - Schedule of Fair Value Levels, Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 295,050	$ 175,486
Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	295,050	175,486
Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	204,560	175,486
Mutual 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:	204,560	$ 175,486
Mutual Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	90,490
Mutual 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]
Short-term investments	$ 90,490

Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Jun. 30, 2023

Dec. 31, 2022

Current assets

Cash and cash equivalents

$ 363,060

$ 469,517

Short-term investments

90,490

Accounts receivable, net of allowance for doubtful accounts of $1,054 and $1,809, respectively

37,820

46,817

Inventory

541

5,282

Prepaid expenses, prepaid income taxes and other current assets

21,742

21,972

Deferred contract costs

10,078

8,541

Restricted cash

11,561

5,237

Total current assets

535,292

557,366

Property and equipment, net

48,243

40,128

Intangible assets, net

38,037

53,054

Goodwill

157,638

157,467

Operating lease right-of-use assets

189,905

56,869

Restricted cash

9,378

Deferred tax assets

51,888

35,488

Deferred contract costs, net of current portion

11,490

8,853

Other non-current assets

7,828

8,499

Total assets

1,040,321

927,102

^[1]

Current liabilities

Accounts payable

39,260

32,529

Accrued expenses, accrued income taxes and other current liabilities

36,367

39,193

Deferred revenue

21,267

12,249

Operating lease liabilities

13,870

14,762

Total current liabilities

110,764

98,733

Operating lease liabilities

193,184

51,656

Deferred tax liabilities

Other non–current liabilities

5,611

5,301

Total liabilities

309,602

155,744

Commitments and contingencies (Note 8)

Redeemable noncontrolling interest

29,865

36,749

Stockholders’ equity:

Preferred stock, $0.001 par value per share; 10,000,000 shares authorized;no shares issued and outstanding

Additional paid-in capital

346,494

413,092

Retained earnings

355,588

323,043

Accumulated other comprehensive loss

(1,341)

(1,644)

Total stockholders’ equity

700,854

734,609

Total liabilities, redeemable noncontrolling interest and stockholders’ equity

1,040,321

927,102

Class A Common Stock

Stockholders’ equity:

Common stock

102

Class B Common Stock

Stockholders’ equity:

Common stock

$ 16

[1]

Property and Equipment, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

As of June 30, 2023 and December 31, 2022, property and equipment, net consist of the following:


	As of June 30, 2023			As of December 31, 2022
Capitalized equipment	$	1,297		$	7,877
Capitalized internal-use software		9,547			7,429
Capitalized website development		45,643			36,369
Furniture and fixtures		8,904			8,615
Leasehold improvements		24,322			24,225
Construction in progress		8,641			4,161
Finance lease right-of-use assets		354			420
		98,708			89,096
Less accumulated depreciation and amortization		(50,465	)		(48,968	)
Total	$	48,243		$	40,128

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, depreciation and amortization expense, excluding amortization of intangible assets, amortization of capitalized hosting arrangements, and write-offs, was $4,160, $3,562, $8,202, and $7,042, respectively.

For the three months ended June 30, 2023, the Company wrote off $9 of U.S. Marketplace segment capitalized website development costs within marketplace cost of revenue in the Unaudited Condensed Consolidated Income Statements, related to certain developed technology in which the Company has decided to cease investment. For the six months ended June 30, 2023, the Company wrote off $184 of Digital Wholesale and U.S. Marketplace capitalized website development costs within wholesale and marketplace cost of revenue, respectively, in the Unaudited Condensed Consolidated Income Statements related to certain developed technology in which the Company has decided to cease investment. For the three and six months ended June 30, 2022, the Company did not have any write-offs.

During the six months ended June 30, 2023, capitalized equipment decreased $6,580 due primarily to the disposal of the data center assets as a result of the Company's migration onto a cloud-based hosting platform.

During the six months ended June 30, 2023, capitalized website development costs increased $9,274 due to continued net investment in the Company's product offerings.

During the six months ended June 30, 2023, construction in progress costs increased $4,480 due to the buildout of the Company's future headquarters at 1001 Boylston Street, as discussed in Note 8 to these Unaudited Condensed Consolidated Financial Statements.

Segment and Geographic Information - Additional Information (Details) - Segment	3 Months Ended	6 Months Ended	9 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Number of reportable segments	2	2	1

Segment and Geographic Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment and Geographic Information

12. Segment and Geographic Information

Effective as of the fourth quarter of 2022, the Company revised its segment reporting from one reportable segment to two reportable segments, U.S. Marketplace and Digital Wholesale. The change in segment reporting was a triggering event for an evaluation of goodwill impairment. As such, the Company evaluated for goodwill impairment on December 31, 2022, and did not identify any impairment to its goodwill. The change in segment reporting was made to align with financial reporting results regularly provided to the Company's chief operating decision maker ("CODM") to assess the business. The CODM reviews segment revenue and segment income (loss) from operations as a proxy for the performance of the Company’s operations.

The U.S. Marketplace segment derives revenue from marketplace services from customers within the United States. The Digital Wholesale segment derives revenue from Dealer-to-Dealer and IMCO services and products which are sold on the CarOffer platform. The Company also has two operating segments which are individually immaterial and therefore aggregated into the Other category to reconcile reportable segments to the Unaudited Condensed Consolidated Income Statements. The Other category derives revenue from marketplace services from customers outside of the United States.

Revenue and costs discretely incurred by reportable segments, including depreciation and amortization, are included in the calculation of reportable segment income (loss) from operations. For the year ended December 31, 2022, Digital Wholesale segment income (loss) from operations did not reflect certain Dealer-to-Dealer and IMCO related capitalized website development amortization incurred by the U.S. Marketplace segment. During the three months ended March 31, 2023, the Company updated Digital Wholesale segment income (loss) from operations to reflect certain Dealer-to-Dealer and IMCO related capitalized website development amortization incurred by the U.S. Marketplace segment and accordingly updated Digital Wholesale segment income (loss) from operations for the three and six months ended June 30, 2022 for comparative purposes. Digital Wholesale segment income (loss) from operations also reflects certain IMCO marketing and lead generation fees allocated from the U.S. Marketplace segment. Asset information by reportable segment is not provided to the CODM as asset information is assessed and reviewed on a consolidated basis.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Segment Revenue
U.S. Marketplace	$	158,443	$	152,753	$	314,064	$	304,642
Digital Wholesale		68,787		347,303		133,623		614,622
Other		12,507		11,173		24,013		22,573
Total	$	239,737	$	511,229	$	471,700	$	941,837


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Segment Income (Loss) from Operations:
U.S. Marketplace	$	24,619		$	28,346		$	51,158		$	58,182
Digital Wholesale		(6,307	)		(2,638	)		(17,532	)		(4,749	)
Other		(574	)		(2,166	)		(1,829	)		(3,232	)
Total	$	17,738		$	23,542		$	31,797		$	50,201


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Segment Depreciation and Amortization:
U.S. Marketplace	$	2,823	$	2,879	$	5,563	$	5,819
Digital Wholesale		8,701		8,257		17,394		16,379
Other		143		98		286		221
Total	$	11,667	$	11,234	$	23,243	$	22,419


	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022			2023		2022
Total segment income from operations	$	17,738	$	23,542		$	31,797	$	50,201
Other income (expense), net		4,680		(156	)		9,018		(275	)
Consolidated income before income taxes	$	22,418	$	23,386		$	40,815	$	49,926

As of June 30, 2023 and December 31, 2022, segment assets are as follows:


	As of June 30, 2023		As of December 31, 2022 (1)
Segment Assets:
U.S. Marketplace	$	656,728	$	525,103
Digital Wholesale		334,712		358,289
Other		48,881		43,710
Total	$	1,040,321	$	927,102

(1)

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, revenue by geographic region is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue by Geographic Region:
United States	$	227,230	$	500,056	$	447,687	$	919,264
International		12,507		11,173		24,013		22,573
Total	$	239,737	$	511,229	$	471,700	$	941,837

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: 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 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-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 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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+ Details

Stock-based Compensation and Common Stock Share Repurchases - Summary of Allocation of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	$ 15,827	$ 26,457	$ 30,804	$ 54,299
Cost of Revenue
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	185	69	328	205
Sales and Marketing Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	2,872	4,086	5,956	8,069
Product, Technology, and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	6,034	6,151	12,323	12,519
General and Administrative Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	$ 6,736	$ 16,151	$ 12,197	$ 33,506

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Consolidated net income	$	13,817		$	18,061		$	25,683		$	36,899
Net loss attributable to redeemable noncontrolling interest		(2,596	)		(1,223	)		(6,862	)		(2,295	)
Accretion of redeemable noncontrolling interest to redemption value		—			29,620			—			111,620
Net income (loss) attributable to common stockholders — basic	$	16,413		$	(10,336	)	$	32,545		$	(72,426	)
Net loss attributable to redeemable noncontrolling interest		(2,596	)		—			(6,862	)		—
Net income (loss) attributable to common stockholders — diluted	$	13,817		$	(10,336	)	$	25,683		$	(72,426	)
Denominator:
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — basic		113,438,057			118,390,641			114,392,961			118,211,975
Dilutive effect of share equivalents resulting from stock options		226,406			—			228,043			—
Dilutive effect of share equivalents resulting from unvested restricted stock units		826,188			—			576,886			—
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted		114,490,651			118,390,641			115,197,890			118,211,975
Net income (loss) per share attributable to common stockholders:
Basic	$	0.14		$	(0.09	)	$	0.28		$	(0.61	)
Diluted	$	0.12		$	(0.09	)	$	0.22		$	(0.61	)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Stock options outstanding		558,080		885,547		559,054		914,870
Restricted stock units outstanding		2,291,538		4,296,625		2,749,365		4,186,653
CO Incentive Units, Subject Units and noncontrolling interest		—		15,205,940		—		11,498,025

Stock-based Compensation and Common Stock Share Repurchases - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 08, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Capitalized website development and internal-use software costs excluded from stock-based compensation expense	$ 1,292	$ 1,265	$ 2,437	$ 2,471
Payment of withholding taxes on net share settlements of restricted stock units	(4,828)		(6,894)	(11,260)
Unpaid withholding taxes on net share settlement of restricted stock units	368		3,958
Employee tax withholding requirements for net share settlements of equity awards	$ 5,196	$ 5,830	$ 10,852	$ 11,260
Number of shares repurchased and retired	1,311,387		5,301,248
Share repurchased and retired, value	$ 21,968		$ 87,119
Share repurchased and retired at average cost price per share	$ 16.75		$ 16.43
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	240,674	147,533	576,122	303,269
Remaining value of authorized shares repurchased	$ 144,190		$ 144,190
Class A Common Stock \| Maximum
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Aggregate share repurchase price					$ 250,000
CO Incentive Units and Subject Units
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Decrease in stock-based compensation expense	$ 11,800		$ 25,495

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

7. Debt

As of June 30, 2023 and December 31, 2022, the Company had no long-term debt outstanding.

Revolving Credit Facility

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

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

The 2022 Revolver is secured by a first priority lien on substantially all tangible and intangible property of the Company and its subsidiary, AutoList, Inc., as well as any future guarantors, and pledges of the equity of CarOffer and certain wholly-owned subsidiaries, in each case subject to certain exceptions, limitations, and exclusions from the collateral. The Credit Agreement includes customary events of default and requires the Company to comply with customary affirmative and negative covenants, including a financial covenant requiring that the Company not exceed certain Consolidated Secured Net Leverage Ratio ranges at the end of each fiscal quarter. The Company was in compliance with all covenants as of June 30, 2023.

As of June 30, 2023, there were no borrowings and $742 in letters of credit outstanding, which reduces the borrowing capacity under the 2022 Revolver to $399,258. As of December 31, 2022, there were no borrowings and no letters of credit outstanding under the 2022 Revolver.

As of June 30, 2023, deferred financing costs were $2,184. As of December 31, 2022, deferred financing costs were $2,442. For the three and six months ended June 30, 2023, amortization expense associated with deferred financing costs were $129 and $258, respectively. For the three and six months ended June 30, 2022, the Company did not recognize any amortization expense associated with deferred financing costs.

As of June 30, 2023 and December 31, 2022, commitment fees under the 2022 Revolver were immaterial.

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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+ Details

Stock-based Compensation and Common Stock Share Repurchases - Summary of Stock-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	$ 15,827	$ 26,457	$ 30,804	$ 54,299
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	590	646	1,204	1,290
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	14,012	12,786	28,375	26,289
CO Incentive Units and Subject Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	$ 1,225	$ 13,025	$ 1,225	$ 26,720

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 98,708	$ 89,096
Less accumulated depreciation and amortization	(50,465)	(48,968)
Property and equipment, net	48,243	40,128
Capitalized Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,297	7,877
Capitalized internal-use software
Property Plant And Equipment [Line Items]
Property and equipment, gross	9,547	7,429
Capitalized Website Development
Property Plant And Equipment [Line Items]
Property and equipment, gross	45,643	36,369
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	8,904	8,615
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	24,322	24,225
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment, gross	8,641	4,161
Finance Lease Right-of-use Assets
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 354	$ 420

Organization and Business Description

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Organization and Business Description

1. Organization and Business Description

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

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

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

The Company has subsidiaries in the United States, Canada, Ireland, and the United Kingdom. Effective as of the fourth quarter of 2022 the Company revised its segment reporting from one reportable segment to two reportable segments – U.S. Marketplace and Digital Wholesale. See Note 12 of these Unaudited Condensed Consolidated Financial Statements (as defined below) for further segment reporting and geographic information.

The Company is subject to a number of risks and uncertainties common to companies in its and similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, management of international activities, protection of proprietary rights, patent litigation, and dependence on key individuals.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited (the “Unaudited Condensed Consolidated Financial Statements”). The Unaudited Condensed Consolidated Financial Statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update of the Financial Accounting Standards Board (“FASB”). The Unaudited Condensed Consolidated Financial Statements have also been prepared pursuant to the rules and regulations of the U.S. 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 June 30, 2023 and December 31, 2022, results of operations, comprehensive income, and changes in stockholders’ equity for the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. These interim period results are not necessarily indicative of the results to be expected for any other interim period or the full year. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023 (the “Annual Report”). While the Company disclosed interest income within other income (expense), net in the Unaudited Condensed Consolidated Income Statements in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 8, 2022, the accompanying Unaudited Condensed Consolidated Income Statements for the quarter ended June 30, 2022 present interest income separately from other income (expense), net to conform to the current year presentation, as interest income met the threshold for separate disclosure.
Principles of Consolidation	Principles of Consolidation The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Subsequent Event Considerations	Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure.
Use of Estimates	Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Changes in estimates are recognized in the period in which they become known. Critical estimates relied upon in preparing the Unaudited Condensed Consolidated Financial Statements include the determination of sales allowance and variable consideration in the Company’s revenue recognition, allowance for doubtful accounts, the impairment of long-lived assets, the capitalization of product, technology, and development costs for website development, internal-use software and hosting arrangements, the valuation of acquired assets and liabilities, the valuation and recoverability of intangible assets and goodwill, the valuation of redeemable noncontrolling interest, the recoverability of the Company’s net deferred tax assets and related valuation allowance, the valuation of inventory, and the valuation of equity and liability-classified compensation awards. Accordingly, the Company considers these to be its critical accounting estimates, and believes that of the Company’s significant accounting policies, these involve the greatest degree of judgment and complexity.
Concentration of Credit Risk	Concentration of Credit Risk The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments, trade accounts receivable, and other receivables. The Company maintains its cash, cash equivalents, and short-term investments principally with accredited financial institutions of high credit standing. Although the Company deposits its cash, cash equivalents, and short-term investments with multiple financial institutions, its deposits with each such financial institution exceed governmental insured limits. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company generally has not experienced any material losses related to receivables from individual customers or groups of customers. The majority of the Company's accounts receivable results from wholesale and product revenue transactions. The Company has had no material losses related to wholesale and product receivables as the third-party transaction processor does not release the title to the vehicle until successfully collecting funds from the buying dealer. Titling is handled by the Company's third-party transaction processor and titles are held in escrow until it collects funds from the buying dealer (i.e., title is legally transferred from the selling party to the buying party upon signing of bill of sale, but title is held in escrow by the third-party transaction processor until payment is received). Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable and other receivables. As of June 30, 2023, one customer accounted for 11% of net accounts receivable and other receivables. As of December 31, 2022, one customer accounted for 13% of net accounts receivable. The remainder of the accounts receivable was dispersed among more than 1,000 customers. The customers who accounted for greater than 10% of net accounts receivable are related to wholesale and product receivables. The collection risk associated with these customers is mitigated because, as discussed above, the third-party transaction processor does not release the title on vehicles until funds are successfully collected. Furthermore, there is no significant credit risk with respect to accounts receivable because, other than the receivables associated with these customers, credit risk with respect to accounts receivable is dispersed due to the large number of customers. For the three and six months ended June 30, 2023, no individual customer accounted for more than 10% of total revenue. For the three months ended June 30, 2022, two customers each accounted for 11% of total revenue due to the continued growth of the CarOffer business. For the six months ended June 30, 2022, no individual customer accounted for more than 10% of total revenue. The Company is exposed to credit losses primarily through its trade accounts receivable, which includes receivables in transit, net of payables due, from a third-party transaction processor. The third-party transaction processor collects customer payments on the Company's behalf and remits them to the Company. Customer payments received by the third-party transaction processor, but not remitted to the Company as of period end are deemed to be receivables in transit, net of payables due. Additionally, the third-party transaction processor provides payments in advance for certain selling dealers. If the third-party transaction processor does not receive buying dealer payments associated with the transaction paid in advance, the Company would guarantee losses incurred by the third-party transaction processor and the balance would be deducted from future remittances to the Company. To date, losses associated with these guarantees have not been material. The Company offsets trade accounts receivables in transit, net of payables due, from the third-party transaction processor with payments received in advance from the third-party transaction processor as it has the right of offset. At any point in time, the Company could have amounts due from the third-party transaction processor for funds the third-party transaction processor has collected from buying dealers and has not yet remitted to the Company (i.e., receivables in transit, net of payables due), as well as amounts paid by the third-party transaction processor to the Company in advance of collecting payments from buying dealers (i.e., payments received in advance). Therefore, as the Company has the right to offset, the Company can either have a net receivable balance due from the third-party transaction processor which is recognized within accounts receivable, net in the Unaudited Condensed Consolidated Balance Sheets, or the Company can have a net liability which is recognized within accrued expenses, accrued income taxes, and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets if the advance payments exceed the receivable position from the third-party transaction processor as of the balance sheet date. Payments received in advance from the third-party transaction processor are presented as cash flows from financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. As of June 30, 2023, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $2,427, offset by payments received in advance of $3,816, which resulted in a net payable of $1,389 recognized within accrued expenses, accrued income taxes, and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2022, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $7,122, offset by payments received in advance of $6,490, which resulted in a net receivable of $632 recognized within accounts receivable, net in the Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2023 and December 31, 2022, $7,655 and $7,150, respectively, was included in net accounts receivable, representing unbilled accounts receivable relating primarily to advertising customers invoiced in the period subsequent to services rendered.
Significant Accounting Policies	Significant Accounting Policies The Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of June 30, 2023, there have been no material changes in the Company’s significant accounting policies, which are detailed in the Annual Report, other than those described below.
Cash, Cash Equivalents, and Investments	Cash, Cash Equivalents, and Investments As of June 30, 2023 and December 31, 2022, cash and cash equivalents primarily consist of cash on deposit with banks, amounts held in interest-bearing money market accounts, and investments with original maturities of 90 days or less. Cash equivalents are carried at cost, which approximates their fair market value. The Company’s investment policy, which was approved by the Audit Committee of the Company’s Board of Directors (the “Board”), permits investments in fixed income securities, including U.S. government and agency securities, non‑U.S. government securities, money market instruments, commercial paper, certificates of deposit, corporate bonds, and asset‑backed securities. 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 less than one year 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 in equity securities with readily determinable fair values are recognized at fair value based on quoted market prices within investments in the Unaudited Condensed Consolidated Balance Sheets. Investments in held-to-maturity debt securities are recognized at amortized cost within investments in the Unaudited Condensed Consolidated Balance Sheets. The Company adjusts the cost of investments in held-to-maturity debt securities for amortization of premiums and accretion of discounts to maturity, if any. Investments in trading and available-for-sale debt securities are recognized at fair value within investments in the Unaudited Condensed Consolidated Balance Sheets. Purchases of equity securities and debt securities are recognized within investing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Dividend income from equity securities is recognized within interest income in the Unaudited Condensed Consolidated Income Statements. Reinvested proceeds from dividend income are recognized within purchases of investments in investing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. The revaluation of equity securities and debt securities results in an unrealized gain or loss. Unrealized gains or losses on equity securities and trading debt securities are recognized within other income (expense), net in the Unaudited Condensed Consolidated Income Statements and backed out of operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Unrealized gains or losses on available-for-sale debt securities are recognized within other comprehensive income in the Unaudited Condensed Consolidated Statements of Comprehensive Income. Interest on held-to-maturity debt securities is recognized within interest income in the Unaudited Condensed Consolidated Income Statements. Proceeds from sale of equity securities and debt securities are recognized within investing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Realized gains and losses on sale of equity securities and debt securities are recognized within other (expense) income, net in the Unaudited Condensed Consolidated Income Statements, backed out of operating activities in the Unaudited Condensed Consolidated Cash Flows, and recognized within proceeds from sale of equity securities and debt securities in investing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Debt securities are reviewed for other‑than‑temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. Other‑than‑temporary impairments of debt securities are recognized within other income (expense), net in the Unaudited Condensed Consolidated Income Statements if the Company has experienced a credit loss or if it is more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and duration of the impairment, and changes in value subsequent to the end of the period. As of June 30, 2023, the Company held short-term investments in equity securities. As of December 31, 2022, the Company held no investments.
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 June 30, 2023, there are no new material accounting pronouncements that the Company is considering adopting.
Earnings Per Share	The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chairman. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net income per share. As a result, basic and diluted net income per share of Class A common stock and per share of Class B common stock are equivalent.

Fair Value of Financial Instruments - Additional Information (Details)	Dec. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Investments	$ 0

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

During the three months ended June 30, 2023 and 2022 and the six months ended June 30, 2023 and 2022, the Company recorded an income tax provision of $8,601, $5,325, $15,132, and $13,027, representing an effective tax rate of 34.4%, 21.6%, 31.7%, and 25.0%, respectively. The effective tax rates for the three months ended June 30, 2023 and 2022 and the six months ended June 30, 2023 and 2022, were greater than the statutory tax rate of 21%, principally due to state and local income taxes, shortfalls on the taxable compensation of stock-based awards, and the Section 162(m) excess officer compensation limitation, partially offset by federal and state research and development tax credits.

The Company and its subsidiaries are subject to various U.S. federal, state, and foreign income tax examinations. The Company is currently not subject to income tax examination for the tax years of 2018 and prior as a result of applicable statute of limitations of the Internal Revenue Service and a majority of applicable state jurisdictions. The Company is currently not subject to examination in its foreign jurisdictions for tax years 2017 and prior.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Future Minimum Lease Payments

As of June 30, 2023, future minimum lease payments for all leases are as follows:


Year Ending December 31,	Operating Lease Commitments
Remainder of 2023	$	5,974
2024		15,922
2025		18,592
2026		22,334
2027		22,742
Thereafter		231,155
Total lease payments	$	316,719
Less imputed interest		(109,665	)
Total	$	207,054

Schedule of Future Minimum Sublease Income Payments

As of June 30, 2023, future minimum sublease income payments are as follows:


Year Ending December 31,	Sublease Income Payments
Remainder of 2023	$	1,120
2024		1,951
2025		1,023
2026		—
2027		—
Thereafter		—
Total	$	4,094

Unaudited Condensed Consolidated Income Statements (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Depreciation and amortization expense	$ 7,760	$ 7,398	$ 15,518	$ 14,722

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

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

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

As of June 30, 2023 and December 31, 2022, accrued expenses, accrued income taxes, and other current liabilities consist of the following:


	As of June 30, 2023		As of December 31, 2022
Accrued bonus	$	11,874	$	11,007
Other accrued expenses, accrued income taxes, and other current liabilities		24,493		28,186
Total	$	36,367	$	39,193

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 03, 2023
Document And Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	CARGURUS, INC.
Trading Symbol	CARG
Entity Central Index Key	0001494259
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity File Number	001-38233
Entity Tax Identification Number	04-3843478
Entity Address, Address Line One	2 Canal Park
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	617
Local Phone Number	354-0068
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Class A Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Class A Common Stock
Document And Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		97,499,021
Class B Common Stock
Document And Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		15,999,173

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Allowance for doubtful accounts	$ 807	$ 1,809
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	97,426,273	101,636,649
Common stock, shares outstanding	97,426,273	101,636,649
Class B Common Stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	15,999,173	15,999,173
Common stock, shares outstanding	15,999,173	15,999,173

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue recognized	$ 20,808	$ 12,776	$ 12,249	$ 12,784
Performance obligation unsatisfied	$ 18,500		$ 18,500

Earnings Per Share - Schedule of Potentially Dilutive Common Stock Equivalents Excluded from Calculation of Diluted Weighted-average Shares Outstanding (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock Options Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive common stock equivalents excluded from calculation of diluted weighted-average shares outstanding	558,080	885,547	559,054	914,870
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	2,291,538	4,296,625	2,749,365	4,186,653
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		15,205,940		11,498,025

Segment and Geographic Information - Summary of Assets by Segment (Details) - USD ($)
$ in Thousands

Jun. 30, 2023

Dec. 31, 2022

^[1]

Segment Reporting Information [Line Items]

Total assets

$ 1,040,321

$ 927,102

U.S. Marketplace

Segment Reporting Information [Line Items]

Total assets

656,728

525,103

Digital Wholesale

Segment Reporting Information [Line Items]

Total assets

334,712

358,289

Other

Segment Reporting Information [Line Items]

Total assets

$ 48,881

$ 43,710

[1]

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

Stock-based Compensation and Common Stock Share Repurchases

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation and Common Stock Share Repurchases

9. Stock-based Compensation and Common Stock Share Repurchases

Stock-based Compensation Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Options	$	590	$	646	$	1,204	$	1,290
Restricted Stock Units		14,012		12,786		28,375		26,289
CO Incentive Units and Subject Units		1,225		13,025		1,225		26,720
Total	$	15,827	$	26,457	$	30,804	$	54,299

The decrease of $11,800 for the three months ended June 30, 2023 and the decrease of $25,495 for the six months ended June 30, 2023 compared to the three months ended June 30, 2022 and six months ended June 30, 2022, respectively, in CO Incentive Units and Subject Units (as each term is defined in Note 2 to the consolidated financial statements contained within the Annual Report) stock-based compensation expense was due to a decrease in the valuation of the awards following the mark to market valuation adjustments.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	185	$	69	$	328	$	205
Sales and marketing expense		2,872		4,086		5,956		8,069
Product, technology, and development expense		6,034		6,151		12,323		12,519
General and administrative expense		6,736		16,151		12,197		33,506
Total	$	15,827	$	26,457	$	30,804	$	54,299

For the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and 2022, stock-based compensation expense excluded $1,292, $1,265, $2,437, and $2,471, respectively, of capitalized website development costs, capitalized internal-use software costs, and capitalized hosting arrangements.

During the three months ended June 30, 2023 and 2022 and the six months ended June 30, 2023 and 2022, the Company withheld 240,674, 147,533, 576,122, and 303,269 shares of Class A common stock, respectively, to satisfy employee tax withholding requirements for net share settlements of restricted stock units ("RSUs"). 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 June 30, 2023, total payments to satisfy employee tax withholding requirements for net share settlements of RSUs were $5,196 of which $4,828 was paid and $368 was unpaid. For the six months ended June 30, 2023, total payments to satisfy employee tax withholding requirements for net share settlements of RSUs were $10,852, of which $6,894 was paid and reflected as a financing activity in the Unaudited Condensed Consolidated Statements of Cash Flows and $3,958 was unpaid and reflected as a supplemental noncash disclosure in the Unaudited Condensed Consolidated Statements of Cash Flows. For the three and six months ended June 30, 2022, total payments to satisfy employee tax withholding requirements for net share settlements of RSUs were $5,830 and $11,260, respectively, all of which were paid and reflected as a financing activity in the Unaudited Condensed Consolidated Statements of Cash Flows.

Common Stock Share Repurchases

On December 8, 2022, the Company announced that the Board authorized a new share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its Class A common stock for an aggregate purchase price not to exceed $250.0 million. Share repurchases under the Share Repurchase Program may be made through a variety of methods, including but not limited to open market purchases, privately negotiated transactions, and transactions that may be effected pursuant to one or more plans under Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Share Repurchase Program does not obligate the Company to repurchase any minimum dollar amount or number of shares. The Share Repurchase Program has an expiration date of December 31, 2023, and prior to its expiration may be modified, suspended, or discontinued by the Board at any time without prior notice. All repurchased shares under the Share Repurchase Program will be retired. The Company expects to fund any share repurchases through cash on hand and cash generated from operations.

During the three months ended June 30, 2023, the Company repurchased and retired 1,311,387 shares for $21,968, exclusive of commissions and excise tax, at an average cost of $16.75 per share, under the Share Repurchase Program. During the six months ended June 30, 2023, the Company repurchased and retired 5,301,248 shares for $87,119, exclusive of commissions and excise tax, at an average cost of $16.43 per share, under the Share Repurchase Program. As of June 30, 2023, the Company had remaining authorization to purchase up to $144,190 of the Company's Class A common stock under the Share Repurchase Program.