0000950170-24-123371 | 10-Q | XBRL Viewer

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

5. Property and Equipment, Net

As of September 30, 2024 and December 31, 2023, property and equipment, net consist of the following:


	As of September 30, 2024			As of December 31, 2023
Capitalized equipment	$	7,769		$	1,326
Capitalized internal-use software		18,280			12,279
Capitalized website development		57,258			57,158
Furniture and fixtures		13,660			8,149
Leasehold improvements		92,952			23,308
Construction in progress		—			39,835
Finance lease right-of-use assets		188			288
		190,107			142,343
Less accumulated depreciation and amortization		(63,495	)		(58,973	)
Total	$	126,612		$	83,370

During the nine months ended September 30, 2024, capitalized website development increased $100 due primarily to continued net investment in the Company's product offerings of $19,153, which was offset in part by a $15,583 impairment of capitalized website development costs due to the end of the CG Buy Online pilot which allowed consumers to purchase vehicles online, as well as a $3,470 disposal of fully depreciated assets for the Company's peer-to-peer product which the Company is no longer offering. For further discussion of goodwill and other asset impairments, see Note 6 of the Unaudited Condensed Consolidated Financial Statements.

During the nine months ended September 30, 2024, capitalized equipment, furniture and fixtures, and leasehold improvements increased $6,443, $5,511, and $69,644, respectively, due primarily to assets being transferred out of construction in progress and placed into service, as well as additional buildout costs, as the Company began occupying 1001 Boylston Street. The Company also impaired $219 of furniture and fixtures due to the end of the CG Buy Online pilot. For further discussion of goodwill and other asset impairments, see Note 6 of the Unaudited Condensed Consolidated Financial Statements.

During the nine months ended September 30, 2024, capitalized internal-use software increased $6,001, due primarily to continued net investment in the Company's software projects.

During the nine months ended September 30, 2024, construction in progress decreased $39,835 due primarily to assets being transferred out of construction in progress and placed into service in their respective categories as the Company began occupying 1001 Boylston Street.

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, depreciation and amortization expense, excluding amortization of intangible assets, amortization of capitalized hosting arrangements, and impairments, was $4,669, $4,962, $15,174, and $13,164, respectively.

Subsequent Events	9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events 2025 Share Repurchase Program On November 7, 2024, the Company announced that the Board of Directors authorized a share repurchase program (the “2025 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 $200.0 million. Share repurchases under the 2025 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 Exchange Act. The 2025 Share Repurchase Program does not obligate the Company to repurchase any minimum dollar amount or number of shares. The 2025 Share Repurchase Program has an effective date of January 1, 2025, and an expiration date of December 31, 2025, and prior to its expiration may be modified, suspended, or discontinued by the Board of Directors at any time without prior notice. All repurchased shares under the 2025 Share Repurchase Program will be retired. The Company expects to fund share repurchases under the 2025 Share Repurchase Program through cash on hand and cash generated from operations.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

14. Subsequent Events

2025 Share Repurchase Program

On November 7, 2024, the Company announced that the Board of Directors authorized a share repurchase program (the “2025 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 $200.0 million. Share repurchases under the 2025 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 Exchange Act. The 2025 Share Repurchase Program does not obligate the Company to repurchase any minimum dollar amount or number of shares. The 2025 Share Repurchase Program has an effective date of January 1, 2025, and an expiration date of December 31, 2025, and prior to its expiration may be modified, suspended, or discontinued by the Board of Directors at any time without prior notice. All repurchased shares under the 2025 Share Repurchase Program will be retired. The Company expects to fund share repurchases under the 2025 Share Repurchase Program through cash on hand and cash generated from operations.

Earnings Per Share - Schedule of Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Consolidated net income (loss)	$ 22,511	$ 18,973	$ (24,909)	$ 44,656
Net loss attributable to redeemable noncontrolling interest	0	(3,329)	0	(10,191)
Net income (loss) attributable to common stockholders	22,511	22,302	(24,909)	54,847
Net loss attributable to redeemable noncontrolling interest		(3,329)		(10,191)
Net (loss) income attributable to common stockholders - diluted	$ 22,511	$ 18,973	$ (24,909)	$ 44,656
Denominator:
Weighted-average number of shares of common stock used in computing net (loss) income per share attributable to common stockholders - basic	103,321,988	113,223,711	104,769,518	113,998,928
Dilutive effect of share equivalents resulting from stock options	108,869	224,061		226,715
Dilutive effect of share equivalents resulting from unvested restricted stock units	1,628,426	874,507		676,093
Weighted-average number of shares of common stock used in computing net (loss) income per share attributable to common stockholders - diluted	105,059,283	114,322,279	104,769,518	114,901,736
Net (loss) income per share attributable to common stockholders:
Basic	$ 0.22	$ 0.2	$ (0.24)	$ 0.48
Diluted	$ 0.21	$ 0.17	$ (0.24)	$ 0.39

Segment and Geographic Information - Summary of Assets by Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total assets	$ 778,161	$ 918,927
U.S. Marketplace
Segment Reporting Information [Line Items]
Total assets	615,771	607,307
Digital Wholesale
Segment Reporting Information [Line Items]
Total assets	118,839	258,458
Other
Segment Reporting Information [Line Items]
Total assets	$ 43,551	$ 53,162

- Definition

Amount of asset recognized for present right to economic benefit.

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Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Consolidated net income (loss)	$ 22,511	$ 18,973	$ (24,909)	$ 44,656
Other comprehensive income:
Foreign currency translation adjustment	1,382	(778)	580	(475)
Consolidated comprehensive income (loss)	23,893	18,195	(24,329)	44,181
Comprehensive loss attributable to redeemable noncontrolling interests		(3,329)		(10,191)
Comprehensive income (loss) attributable to common stockholders	$ 23,893	$ 21,524	$ (24,329)	$ 54,372

- Definition

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

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- 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.

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+ Details

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

11. 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 fourth amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chair. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net income per share. As a result, basic and diluted net income per share of Class A common stock and per share of Class B common stock are equivalent.

During the three and nine months ended September 30, 2024, 241,935 shares of Class B common stock were converted into Class A common stock. During the three and nine months ended September 30, 2023, 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, and (ii) if dilutive, the incremental weighted-average common stock that the Company would issue upon the exercise of stock options and the vesting of restricted stock units. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. For previous periods, the if-converted method was 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 CO Incentive and Subject Units (as each term is defined in Note 2 to the consolidated financial statements contained within the Annual Report), that would have been 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 September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
Numerator:
Consolidated net income (loss)	$	22,511	$	18,973		$	(24,909	)	$	44,656
Net loss attributable to redeemable noncontrolling interest		—		(3,329	)		—			(10,191	)
Net income (loss) attributable to common stockholders — basic	$	22,511	$	22,302		$	(24,909	)	$	54,847
Net loss attributable to redeemable noncontrolling interest		—		(3,329	)		—			(10,191	)
Net income (loss) attributable to common stockholders — diluted	$	22,511	$	18,973		$	(24,909	)	$	44,656
Denominator:
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders — basic		103,321,988		113,223,711			104,769,518			113,998,928
Dilutive effect of share equivalents resulting from stock options		108,869		224,061			—			226,715
Dilutive effect of share equivalents resulting from unvested restricted stock units		1,628,426		874,507			—			676,093
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted		105,059,283		114,322,279			104,769,518			114,901,736
Net income (loss) per share attributable to common stockholders:
Basic	$	0.22	$	0.20		$	(0.24	)	$	0.48
Diluted	$	0.21	$	0.17		$	(0.24	)	$	0.39

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, potentially dilutive common stock equivalents that have been excluded from the calculation of diluted weighted-average shares outstanding as their effect would have been anti-dilutive are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Stock options outstanding		506,554		548,695		701,884		555,601
Restricted stock units outstanding		512,198		2,035,557		6,264,428		2,511,429

For the nine months ended September 30, 2024, there was no effect of potentially dilutive shares as the numerator was negative and there were no contingently issuable shares as a result of the acquisition of remaining minority equity interests in CarOffer in 2023. For the three and nine months ended September 30, 2023, the number of issuable shares estimated upon exercise of the 2024 Put Right was zero.

Earnings Per Share - Schedule of Potentially Dilutive Common Stock Equivalents Excluded from Calculation of Diluted Weighted-average Shares Outstanding (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive common stock			0
Stock Options Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive common stock	506,554	548,695	701,884	555,601
Restricted Stock Units Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive common stock	512,198	2,035,557	6,264,428	2,511,429

Organization and Business Description - Additional Information (Details)	9 Months Ended
	Sep. 30, 2024 Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

8. Debt

As of September 30, 2024 and December 31, 2023, 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”) with 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. Specifically, 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, as well as any future guarantors, and pledges of the equity of 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 September 30, 2024.

As of September 30, 2024, there were no borrowings and $9,907 in letters of credit outstanding under the 2022 Revolver associated with the Company's leases, which reduced the borrowing capacity under the 2022 Revolver to $390,093. As of December 31, 2023, there were no borrowings and $9,627 in letters of credit outstanding under the 2022 Revolver, which reduced the borrowing capacity under the 2022 Revolver to $390,373.

As of September 30, 2024 and December 31, 2023, deferred financing costs were $1,540 and $1,927, respectively.

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, amortization expense associated with deferred financing costs was immaterial.

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, 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.

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+ Details

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization excluding amortization of intangible assets, capitalized hosting arrangements and impairments	$ 4,669	$ 4,962	$ 15,174	$ 13,164
Disposal of fully depreciated assets			0	$ 460
Capitalized Website Development
Property, Plant and Equipment [Line Items]
Write-offs or Impairments in capitalized website development costs			15,583
Increase (decrease) in property and equipment			100
Product offerings	19,153		19,153
Disposal of fully depreciated assets	$ 3,470		3,470
Construction in Progress
Property, Plant and Equipment [Line Items]
Increase (decrease) in property and equipment			(39,835)
Capitalized Internal-Use Software
Property, Plant and Equipment [Line Items]
Increase (decrease) in property and equipment			6,001
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Increase (decrease) in property and equipment			69,644
Capitalized Equipment
Property, Plant and Equipment [Line Items]
Increase (decrease) in property and equipment			6,443
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Write-offs or Impairments in capitalized website development costs			219
Increase (decrease) in property and equipment			$ 5,511

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

4. Fair Value of Financial Instruments

As of September 30, 2024 and December 31, 2023, assets measured at fair value on a recurring basis consist of the following:


	As of September 30, 2024
	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	$	137,781	$	—	$	—	$	137,781
Total	$	137,781	$	—	$	—	$	137,781


	As of December 31, 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	$	73,449	$	—	$	—	$	73,449
Short-term investments:
Mutual funds		20,724		—		—		20,724
Total	$	94,173	$	—	$	—	$	94,173

For the three months ended September 30, 2024, there was no dividend income recognized within interest income in the Unaudited Condensed Consolidated Income Statements. For the three months ended September 30, 2023 and for the nine months ended September 30, 2024 and 2023, dividend income recognized within interest income in the Unaudited Condensed Consolidated Income Statement was immaterial.

For the three months ended September 30, 2024, there was no unrealized and realized gain on short-term investments in equity securities. For the three months ended September 30, 2023 and for the nine months ended September 30, 2024 and 2023, unrealized and realized gain on short-term investments in equity securities was immaterial.

As of September 30, 2024, the Company did not have any short-term investments as all were sold during the nine months ended September 30, 2024.

Earnings Per Share - Additional Information (Details)	3 Months Ended		9 Months Ended
Earnings Per Share - Additional Information (Details)	Sep. 30, 2024 shares	Sep. 30, 2023 shares	Sep. 30, 2024 Vote shares	Sep. 30, 2023 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 fourth amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chair.
Undistributed earnings ratio used to calculate allocation to class of stock			100.00%
Potentially dilutive common stock			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	241,935	0	241,935	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

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

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

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

As of September 30, 2024 and December 31, 2023, accrued expenses, accrued income taxes, and other current liabilities consist of the following:


	As of September 30, 2024		As of December 31, 2023
Accrued bonus	$	11,685	$	15,247
Other accrued expenses, accrued income taxes, and other current liabilities		19,897		18,471
Total	$	31,582	$	33,718

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

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

As of September 30, 2024 and December 31, 2023, assets measured at fair value on a recurring basis consist of the following:


	As of September 30, 2024
	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	$	137,781	$	—	$	—	$	137,781
Total	$	137,781	$	—	$	—	$	137,781


	As of December 31, 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	$	73,449	$	—	$	—	$	73,449
Short-term investments:
Mutual funds		20,724		—		—		20,724
Total	$	94,173	$	—	$	—	$	94,173

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 22,511	$ (68,721)	$ 21,301	$ 22,302	$ 16,413	$ 16,132

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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+ Details

Goodwill and Other Asset Impairments - Summary of Estimated Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 509
2025	2,035
2026	2,035
2027	2,035
2028	2,035
2029	1,410
Thereafter	2,330
Total	$ 12,389	$ 23,056

Segment and Geographic Information - Summary of Revenue by Geographical Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue by Geographic Region:
Total Revenue	$ 231,358	$ 219,419	$ 665,846	$ 691,119
United States
Revenue by Geographic Region:
Total Revenue	214,592	205,833	619,734	653,520
International
Revenue by Geographic Region:
Total Revenue	$ 16,766	$ 13,586	$ 46,112	$ 37,599

- 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
-Topic 280
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+ Details

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($) Customer	Sep. 30, 2023 Customer	Sep. 30, 2024 USD ($) Customer	Sep. 30, 2023 Customer	Dec. 31, 2023 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	$ 44,542,000		$ 44,542,000		$ 39,963,000
Car Offer
Summary Of Significant Accounting Policies [Line Items]
Goodwill and other asset additional impairment	0
Trade Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Trade accounts receivable from receivables in transit, net of payables due, from the third-party payment processor	2,216,000		2,216,000		2,868,000
Receivables offset by payments received in advance	1,311,000		1,311,000		2,015,000
Accounts receivable, net	$ 905,000		$ 905,000		853,000
Sales Revenue, Net \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer	0	0	0	0
Net Accounts Receivable \| Advertising Customers
Summary Of Significant Accounting Policies [Line Items]
Unbilled accounts receivable	$ 11,795,000		$ 11,795,000		$ 9,581,000
Net Accounts Receivable \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer			0		0
Net Accounts Receivable \| Customer Concentration Risk \| Customer One
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk, percentage			10.00%		10.00%
Minimum \| Net Accounts Receivable \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer			1,000		1,000

Goodwill and Other Asset Impairments - Additional Information (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill [Line Items]
Goodwill and other asset impairment					$ 144,431,000	$ 184,000
Impairment of goodwill					115,206,000
Impairment of other assets	$ 9,750,000				9,930,000	184,000
Amortization of intangible assets	509,000		$ 7,508,000		3,148,000	$ 22,549,000
Accumulated impairment losses of goodwill	115,206,000				115,206,000		$ 0
Capitalized hosting arrangements of other current assets	527,000
Capitalized hosting arrangements of other non current assets	447,000
Goodwill	47,220,000				47,220,000		$ 157,898,000
Digital Wholesale
Goodwill [Line Items]
Impairment of intangible asset	0				7,538,000
Impairment of other assets	9,750,000				7,026,000
Write-offs or Impairments in capitalized website development costs	15,583,000
Wrote-off or impairment of furniture and fixtures	219,000
Goodwill and other long-lived asset impairment					16,766,000
Estimated future cash flows					0
Related fair value					0
Goodwill	0				0
Car Offer
Goodwill [Line Items]
Non-cash impairment charge allocated to the right-of-use assets					4,731,000
Goodwill and other asset impairment		$ 127,475,000			127,475,000
Impairment of goodwill					115,206,000
Impairment of intangible asset					7,538,000
Deferred tax change resulting from the goodwill impairment	28,437,000				$ 28,437,000
Goodwill and other asset additional impairment	$ 0
Car Offer \| Digital Wholesale
Goodwill [Line Items]
Non-cash impairment charge allocated to the right-of-use assets		4,731,000		$ 4,731,000
Goodwill impairment charge pre-tax impact		86,769,000		86,769,000
Impairment of goodwill				115,206,000
Impairment of intangible asset		7,538,000		7,538,000
Deferred tax change resulting from the goodwill impairment		$ 28,437,000		$ 28,437,000

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

As of September 30, 2024 and December 31, 2023, property and equipment, net consist of the following:


	As of September 30, 2024			As of December 31, 2023
Capitalized equipment	$	7,769		$	1,326
Capitalized internal-use software		18,280			12,279
Capitalized website development		57,258			57,158
Furniture and fixtures		13,660			8,149
Leasehold improvements		92,952			23,308
Construction in progress		—			39,835
Finance lease right-of-use assets		188			288
		190,107			142,343
Less accumulated depreciation and amortization		(63,495	)		(58,973	)
Total	$	126,612		$	83,370

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
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 U.S. (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board (“FASB”). The Unaudited Condensed Consolidated Financial Statements have also been prepared pursuant to the rules and regulations of the 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 statements for interim periods. 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 fiscal year ended December 31, 2023, filed with the SEC on February 26, 2024 (the “Annual Report”). While the Company disclosed unpaid excise tax on repurchases of common stock within unpaid repurchases of common stock in the Unaudited Condensed Consolidated Statements of Cash Flows in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 7, 2023, the accompanying Unaudited Condensed Consolidated Statements of Cash Flows for the quarterly period ended September 30, 2023, present unpaid excise tax on repurchases of common stock separately from unpaid repurchases of common stock to conform to the current year presentation. 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 Unaudited Condensed Consolidated Financial Statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those described in Note 14 of these Unaudited Condensed Consolidated Financial Statements. Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Changes in estimates are recognized in the period in which they become known. Critical estimates relied upon in preparing the Unaudited Condensed Consolidated Financial Statements include the determination of sales allowance and variable consideration in the Company’s revenue recognition, allowance for doubtful accounts, the impairment of long-lived assets, the capitalization of product, technology, and development costs for website development, internal-use software, and hosting arrangements, the valuation of acquired assets and liabilities, the valuation and recoverability of intangible assets and goodwill, the valuation of redeemable noncontrolling interest, the recoverability of the Company’s net deferred tax assets and related valuation allowance, the valuation of inventory and the valuation of 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. For the three and nine months ended September 30, 2024, there were no estimates related to the valuation of redeemable noncontrolling interest. During the three months ended June 30, 2024, the Company identified a triggering event for goodwill and other long-lived assets impairment testing purposes at the CarOffer reporting unit due to recent organizational changes and declines in the volume of the number of vehicles processed from car dealers, consumers, and other marketplaces through the CarOffer website within the applicable period within the Digital Wholesale segment ("Transactions"), which resulted in revisions to the Company’s financial projections for the CarOffer reporting unit. During the three months ended June 30, 2024, the Company performed an updated fair value analysis of the CarOffer reporting unit, resulting in an excess of carrying value over fair value of the CarOffer reporting unit, which led to the impairment of the CarOffer reporting unit, as discussed in Note 6 of the Unaudited Condensed Consolidated Financial Statements. During the three months ended September 30, 2024, there was no additional impairment related to the CarOffer reporting unit. Due to the partial impairment of the CarOffer reporting unit goodwill and other long-term assets during the three months ended June 30, 2024, in which the CarOffer reporting unit was reduced to its fair value, there remains a risk for future impairment charges if projected future operating results further decline, including as a result of economic conditions or operational challenges, which could be material and negatively affect its operations. For further discussion of goodwill and other asset impairments, see Note 6 of the Unaudited Condensed Consolidated Financial Statements. 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 and cash equivalents principally with accredited financial institutions of high credit standing. Although the Company deposits its cash and cash equivalents with multiple financial institutions, its deposits with each such financial institution exceed governmental insured limits. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company generally has not experienced any material losses related to receivables from individual customers or groups of customers. The Company had no material losses related to marketplace receivables as it was dispersed across a large number of customers. The Company 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 was believed by management to be probable in the Company’s accounts receivable and other receivables. As of September 30, 2024 and December 31, 2023, no customer accounted for more than 10% of net accounts receivable and other receivables. All of accounts receivable was dispersed among more than 1,000 customers. Therefore, there is no significant credit risk with respect to accounts receivable because credit risk is dispersed due to the large number of customers. For the three and nine months ended September 30, 2024 and 2023, no 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. The change in payments received in advance from the third-party transaction processor is presented as cash flows from financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. As of September 30, 2024, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $2,216, offset by payments received in advance of $1,311, which resulted in a net receivable of $905 recognized within accounts receivable in the Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2023, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $2,868, offset by payments received in advance of $2,015, which resulted in a net receivable of $853 recognized within accounts receivable, net in the consolidated balance sheets. As of September 30, 2024 and December 31, 2023, $11,795 and $9,581, respectively, was included in net accounts receivable, representing unbilled accounts receivable relating primarily to both advertising customers and dealers invoiced in the period subsequent to services rendered and revenue recognition adjustments for Company offered discounts given to dealers in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). Significant Accounting Policies The Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of September 30, 2024, there have been no material changes in the Company’s significant accounting policies, which are detailed in the Annual Report. Recent Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company on or prior to the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. As of September 30, 2024, there are no new accounting pronouncements that the Company is considering adopting, other than those described below. In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity should apply ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2023-09 on its future consolidated financial statements and related disclosures. In November 2023 the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 is intended to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC Topic 280, Segment Reporting ("ASC 280"). ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. ASU 2023-07 is intended to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply ASU 2023-07 retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact of ASU 2023-07 on its future consolidated financial statements and related disclosures. In October 2023 the FASB issued ASU 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). ASU 2023-06 modifies the disclosure and presentation requirements for a variety of topics in the ASC. The Company is currently evaluating the impact of ASU 2023-06 on its future consolidated financial statements and related disclosures.

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

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation Expense by Award Type

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, 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 September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Options	$	556	$	591		$	1,702	$	1,795
Restricted Stock Units		14,899		13,672			45,132		42,047
CO Incentive Units and Subject Units (1)		—		(1,225	)		—		—
Total	$	15,455	$	13,038		$	46,834	$	43,842

(1) As each term is defined in Note 2 to the consolidated financial statements contained within the Annual Report.

Summary of Allocation of Stock-based Compensation Expense


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	96	$	185	$	387	$	513
Sales and marketing expense		3,017		2,780		9,141		8,736
Product, technology, and development expense		6,164		5,745		18,165		18,068
General and administrative expense		6,178		4,328		19,141		16,525
Total	$	15,455	$	13,038	$	46,834	$	43,842

Debt - Additional Information (Details) - USD ($)		9 Months Ended
Debt - Additional Information (Details) - USD ($)	Sep. 26, 2022	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt outstanding		$ 0		$ 0
Line of credit facility maturity date		Sep. 26, 2027
Amortization of deferred financing costs		$ 387,000	$ 387,000
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility maximum borrowing amount	$ 400,000,000	390,093,000		390,373,000
Letter of credit facility		0		0
Line of credit facility increased in maximum borrowing capacity	$ 250,000,000
Increase in borrowing capacity equal to percentage of four quarter EBDITA	100.00%
Deferred financing costs		1,540,000		1,927,000
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	$ 9,907,000		$ 9,627,000

Segment and Geographic Information - Summary of Reconciliation Between Segment Income (Loss) from Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting [Abstract]
Total segment income (loss) from operations	$ 27,434	$ 23,095	$ (39,866)	$ 54,892
Total other income, net	2,623	4,167	9,185	13,185
Income (loss) before income taxes	$ 30,057	$ 27,262	$ (30,681)	$ 68,077

- 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.

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+ Details

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

During the three months ended September 30, 2024 and 2023, the Company recognized an income tax provision of $7,546 and $8,289, respectively, representing an effective tax rate of 25.1% and 27.1%, respectively. During the nine months ended September 30, 2024 and 2023, the Company recognized an income tax benefit of $5,772 and income tax provision of $23,421, representing an effective tax rate of 18.8%, and 29.9%, respectively.

The effective tax rates for the three months ended September 30, 2024 and 2023 and the nine months ended September 30, 2023, was greater than the statutory tax rate of 21%, principally due to state and local income taxes, the Section 162(m) excess officer compensation limitation, and non-deductible meals and commuter fringe benefits, partially offset by federal and state research and development tax credits. The effective tax rate for the nine months ended September 30, 2024, was less than the statutory tax rate of 21% principally due to federal and state research and development tax credits, stock-based compensation windfalls, and the discrete tax benefit associated with the impairment charges, partially offset by state and local income taxes, the Section 162(m) excess officer compensation limitation, and non-deductible meals and commuter fringe benefits.

The Organisation for Economic Co-operation and Development introduced an international tax framework under Pillar Two, which includes a global minimum tax of 15%. Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions where the Company operates. The Pillar Two legislation became effective for the Company's fiscal year beginning January 1, 2024. The Company performed an assessment of its potential exposure to Pillar Two income taxes based on the Company's most recent tax filings, country-by-country reporting, and financial statements for the constituent entities within the Company. Based on the assessment performed, the Company meets the Pillar Two transitional safe harbor effective tax rate relief as all jurisdictions in which the Company operates are above 15%. The Company does not expect any exposure to Pillar Two income taxes in any jurisdictions.

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 2019 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 the tax years 2018 and prior.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Allowance for doubtful accounts	$ 826	$ 610
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	87,582,147	92,175,243
Common stock, shares outstanding	87,582,147	92,175,243
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	15,757,238	15,999,173
Common stock, shares outstanding	15,757,238	15,999,173

Stock-based Compensation and Common Stock Share Repurchases - Summary of Stock-based Compensation Expense by Award Type (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Total

$ 15,455

$ 13,038

$ 46,834

$ 43,842

Employee Stock Option

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Total

556

591

1,702

1,795

Restricted Stock Units

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Total

$ 14,899

13,672

$ 45,132

$ 42,047

CO Incentive Units and Subject Units

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Total

^[1]

$ (1,225)

[1]	As each term is defined in Note 2 to the consolidated financial statements contained within the Annual Report.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

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

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Revenue

Total Revenue

$ 231,358

$ 219,419

$ 665,846

$ 691,119

Cost of revenue

Total Cost of revenue

^[1]

48,807

55,121

125,890

207,700

Gross profit

182,551

164,298

539,956

483,419

Operating expenses:

Sales and marketing

81,216

76,828

245,801

230,243

Product, technology, and development

36,359

35,434

108,484

109,432

General and administrative

28,187

24,904

83,682

77,090

Goodwill and other asset impairment

7,026

134,501

Depreciation and amortization

2,329

4,037

7,354

11,762

Total operating expenses

155,117

141,203

579,822

428,527

Income (loss) from operations

27,434

23,095

(39,866)

54,892

Other income, net:

Interest income

2,717

5,261

9,063

13,337

Other (expense) income, net

(94)

(1,094)

122

(152)

Total other income, net

2,623

4,167

9,185

13,185

Income (loss) before income taxes

30,057

27,262

(30,681)

68,077

Provision for (benefit from) income taxes

7,546

8,289

(5,772)

23,421

Consolidated net income (loss)

22,511

18,973

(24,909)

44,656

Net loss attributable to redeemable noncontrolling interest

(3,329)

(10,191)

Net income (loss) attributable to common stockholders

$ 22,511

$ 22,302

$ (24,909)

$ 54,847

Net income (loss) per share attributable to common stockholders: (Note 11)

Basic

$ 0.22

$ 0.2

$ (0.24)

$ 0.48

Diluted

$ 0.21

$ 0.17

$ (0.24)

$ 0.39

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

Basic

103,321,988

113,223,711

104,769,518

113,998,928

Diluted

105,059,283

114,322,279

104,769,518

114,901,736

Marketplace

Revenue

Total Revenue

$ 204,019

$ 177,909

$ 586,405

$ 515,986

Cost of revenue

Total Cost of revenue

^[1]

13,521

14,823

41,051

45,830

Wholesale

Revenue

Total Revenue

12,107

21,735

41,351

78,873

Cost of revenue

Total Cost of revenue

^[1],[2]

20,415

21,284

47,272

67,780

Product

Revenue

Total Revenue

15,232

19,775

38,090

96,260

Cost of revenue

Total Cost of revenue

^[1]

$ 14,871

$ 19,014

$ 37,567

$ 94,090

[1]	Includes depreciation and amortization expense for the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023 of $2,849, $8,433, $10,968, and $23,951, respectively.
[2]	Includes impairment of other assets for the three months ended September 30, 2024 of $9,750. There was no impairment of other assets for the three months ended September 30, 2023. Includes impairment of other assets for the nine months ended September 30, 2024 and 2023 of $9,930 and $184, respectively.

Accrued Expenses, Accrued Income Taxes, and Other Current Liabilities - Additional Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Payables and Accruals [Abstract]
Decrease in accrued bonus	$ 3,562

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

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 September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
Numerator:
Consolidated net income (loss)	$	22,511	$	18,973		$	(24,909	)	$	44,656
Net loss attributable to redeemable noncontrolling interest		—		(3,329	)		—			(10,191	)
Net income (loss) attributable to common stockholders — basic	$	22,511	$	22,302		$	(24,909	)	$	54,847
Net loss attributable to redeemable noncontrolling interest		—		(3,329	)		—			(10,191	)
Net income (loss) attributable to common stockholders — diluted	$	22,511	$	18,973		$	(24,909	)	$	44,656
Denominator:
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders — basic		103,321,988		113,223,711			104,769,518			113,998,928
Dilutive effect of share equivalents resulting from stock options		108,869		224,061			—			226,715
Dilutive effect of share equivalents resulting from unvested restricted stock units		1,628,426		874,507			—			676,093
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted		105,059,283		114,322,279			104,769,518			114,901,736
Net income (loss) per share attributable to common stockholders:
Basic	$	0.22	$	0.20		$	(0.24	)	$	0.48
Diluted	$	0.21	$	0.17		$	(0.24	)	$	0.39

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Stock options outstanding		506,554		548,695		701,884		555,601
Restricted stock units outstanding		512,198		2,035,557		6,264,428		2,511,429

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Performance obligation unsatisfied	$ 57,600		$ 57,600
Revenue recognized	$ 21,785	$ 21,267	$ 21,322	$ 12,249

Stock-based Compensation and Common Stock Share Repurchases - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Nov. 07, 2024	Nov. 07, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	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			$ 1,539	$ 1,406	$ 5,227	$ 3,843
Share repurchase program effective date		Jan. 01, 2024
Share repurchase program expiration date		Dec. 31, 2024
Number of shares repurchased and retired			164,301	956,248	6,357,302	6,257,496
Share repurchased and retired, value			$ 3,700	$ 17,115	$ 146,117	$ 104,234
Share repurchased and retired at average cost price per share			$ 22.52	$ 17.9	$ 22.98	$ 16.66
Subsequent Event
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share repurchase program effective date	Jan. 01, 2025
Share repurchase program expiration date	Dec. 31, 2025
Class A Common Stock \| Maximum
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Aggregate share repurchase price		$ 250,000					$ 250,000
Remaining value of authorized shares repurchased			$ 103,883		$ 103,883
Class A Common Stock \| Subsequent Event \| Maximum
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Aggregate share repurchase price	$ 200,000

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 31, 2024
Document And Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
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	1001 Boylston Street
Entity Address, Address Line Two	16th Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02115
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		87,950,796
Class B Common Stock
Document And Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		15,757,238

Stock-based Compensation and Common Stock Share Repurchases

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation and Common Stock Share Repurchases

10. Stock-based Compensation and Common Stock Share Repurchases

Stock-based Compensation Expense


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Options	$	556	$	591		$	1,702	$	1,795
Restricted Stock Units		14,899		13,672			45,132		42,047
CO Incentive Units and Subject Units (1)		—		(1,225	)		—		—
Total	$	15,455	$	13,038		$	46,834	$	43,842

(1) As each term is defined in Note 2 to the consolidated financial statements contained within the Annual Report.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	96	$	185	$	387	$	513
Sales and marketing expense		3,017		2,780		9,141		8,736
Product, technology, and development expense		6,164		5,745		18,165		18,068
General and administrative expense		6,178		4,328		19,141		16,525
Total	$	15,455	$	13,038	$	46,834	$	43,842

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, stock-based compensation expense excluded $1,539, $1,406, $5,227, and $3,843, respectively, of capitalized website development costs, capitalized internal-use software costs, and capitalized hosting arrangements.

Common Stock Share Repurchases

On November 7, 2023, the Company announced that the Board of Directors authorized a share repurchase program (the "2024 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 2024 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 "Exchange Act"). The 2024 Share Repurchase Program does not obligate the Company to repurchase any minimum dollar amount or number of shares. The 2024 Share Repurchase Program has an effective date of January 1, 2024, and an expiration date of December 31, 2024, and prior to its expiration may be modified, suspended, or discontinued by the Board of Directors at any time without prior notice. All repurchased shares of Class A common stock under the 2024 Share Repurchase Program will be retired. The Company has funded and expects to continue to fund any additional share repurchases under the 2024 Share Repurchase Program through cash on hand and cash generated from operations.

On December 8, 2022, the Company announced that the Board of Directors authorized a share repurchase program (the “2022 Share Repurchase Program”) pursuant to which the Company could, from time to time, purchase shares of its Class A common stock for an aggregate purchase price not to exceed $250.0 million. The 2022 Share Repurchase Program expired on December 31, 2023. The 2022 Share Repurchase Program did not obligate the Company to repurchase any minimum dollar amount or number of shares. All repurchased shares of Class A common stock under the 2022 Share Repurchase Program were retired. The Company funded share repurchases under the 2022 Share Repurchase Program through cash on hand and cash generated from operations.

On November 7, 2024, the Company announced that the Board of Directors authorized a share repurchase program with an effective date of January 1, 2025, and an expiration date of December 31, 2025. See Note 14 of these Unaudited Condensed Consolidated Financial Statements for additional information.

During the three months ended September 30, 2024, the Company repurchased and retired 164,301 shares for $3,700, exclusive of commissions and excise tax, at an average cost of $22.52 per share, under the 2024 Share Repurchase Program. During the nine months ended September 30, 2024, the Company repurchased and retired 6,357,302 shares for $146,117, exclusive of commissions and excise tax, at an average cost of $22.98 per share, under the 2024 Share Repurchase Program. As of September 30, 2024, the Company had remaining authorization to purchase up to $103,883 of the Company's Class A common stock under the 2024 Share Repurchase Program.

During the three months ended September 30, 2023, the Company repurchased and retired 956,248 shares for $17,115, exclusive of commissions and excise tax, at an average cost of $17.90 per share, under the 2022 Share Repurchase Program. During the nine months ended September 30, 2023, the Company repurchased and retired 6,257,496 shares for $104,234, exclusive of commissions and excise tax, at an average cost of $16.66 per share, under the 2022 Share Repurchase Program.

Goodwill and Other Asset Impairments

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Asset Impairments

6. Goodwill and Other Asset Impairments

CarOffer Impairment

Background

During the three months ended June 30, 2024, the Company identified a triggering event for goodwill and other long-lived assets impairment testing purposes at the CarOffer reporting unit due to recent organizational changes and Transaction volume declines, which resulted in revisions to the Company’s financial projections for the CarOffer reporting unit.

Prior to testing the goodwill and other long-lived assets included in the CarOffer reporting unit for impairment, the Company first evaluated current assets, inclusive of the cash and cash-equivalents, accounts receivable, inventory, prepaid expenses, and other current assets allocated to the CarOffer reporting unit, under applicable guidance and identified no impairment.

The Company then evaluated other long-lived assets included in the CarOffer reporting unit under ASC 360, Property, Plant, and Equipment (“ASC 360”). Other long-lived assets were tested for impairment at the asset group level. The Company identified the asset group as the entire CarOffer reporting unit, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. As the CarOffer asset group did not pass the step one recoverability test on an undiscounted cash flow basis, the Company then compared the fair value of the asset group to its carrying value. To estimate the fair value of the asset group, the Company utilized an income-based valuation approach by means of a discounted cash flow method, based on market participant assumptions. The assumptions used to estimate the fair value using a discounted cash flow method included forecasted revenue and EBITDA, long term expectations for growth rates and operating profit margin, expected needs for annual capital expenditure and net working capital, and a market-participant discount rate derived via the capital asset pricing model. The excess of the carrying value of the asset group over the fair value was first allocated amongst the long-lived asset group (excluding goodwill), noting each individual long-lived asset within the group may not be impaired below its individual fair value.

As discussed below, the Company recognized impairments of CarOffer right-of-use assets of $4,731 and the CarOffer brand intangible asset of $7,538 to bring the long-lived assets’ carrying value to fair value. All other long-lived assets’ carrying value were at or below fair value. Subsequent to performing the impairment assessment of its long-lived assets, the Company then assessed goodwill included in the CarOffer reporting unit, resulting in an impairment charge of $115,206, inclusive of the deferred tax impact of $28,437 due to the goodwill being tax deductible. Refer below for further details of each impairment charge.

Accordingly, during the three months ended June 30, 2024, the Company recognized a $127,475 impairment to the CarOffer reporting unit, reducing its carrying value to its fair value. During the three months ended September 30, 2024, there was no additional impairment related to the CarOffer reporting unit.

Due to the partial impairment of the CarOffer reporting unit goodwill and other assets during the three months ended June 30, 2024, in which the CarOffer reporting unit was reduced to its fair value, there remains a risk for future impairment charges if projected future operating results further decline, including as a result of economic conditions or operational challenges, which could be material and negatively affect its operations.

Right-of-Use Asset

In connection with the triggering event discussed above, the Company assessed the right-of-use assets associated with CarOffer's Addison, Texas lease for impairment.

As noted above, the carrying value of the CarOffer asset group was determined to not be recoverable. As such, the Company evaluated the fair value of the CarOffer asset group as of June 30, 2024, using a discounted cash flow method that incorporated market participant assumptions. The resulting impairment loss was then allocated to each of the long-lived assets in the asset group, including the CarOffer right-of-use assets. The fair value measurement is categorized as Level 3 within the fair value hierarchy as there are significant unobservable inputs utilized in the valuation technique. The Company estimated fair value using the discounted cash flow method, with key inputs including the selected market rental rates based upon similar office spaces, the discount rate, and other estimated replacement costs.

As of June 30, 2024, a non-cash impairment charge of $4,731 was allocated to the right-of-use assets in the CarOffer asset group, which was recognized within goodwill and other asset impairment operating expenses in the Unaudited Condensed Consolidated Income Statements in the Digital Wholesale segment.

Other Intangible Assets

In connection with the triggering event discussed above, the Company recognized an impairment to its brand intangible assets included within the CarOffer asset group as of June 30, 2024 to reduce the carrying value of the brand intangible asset to its fair value. This fair value measurement is categorized as Level 3 within the fair value hierarchy as there are significant unobservable inputs utilized in the valuation technique. The Company estimated fair value using market participant assumptions and the relief from royalty method, with key inputs including forecasted revenue, royalty rate, discount rate, and the useful life.

As of June 30, 2024, a non-cash impairment charge of $7,538 was allocated to the brand intangible asset for the CarOffer asset group, which was recognized within goodwill and other asset impairment operating expenses in the Unaudited Condensed Consolidated Income Statements in the Digital Wholesale segment.

As of September 30, 2024 and December 31, 2023, intangible assets consist of the following:


	As of September 30, 2024
	Weighted Average Remaining Useful Life (years)		Gross Carrying Amount		Accumulated Amortization		Accumulated Impairment		Net Carrying Amount
Brand		6.4	$	32,212	$	12,285	$	7,538	$	12,389
Customer relationships		—		19,870		19,870		—		—
Developed technology		—		65,212		64,565		647		—
Total			$	117,294	$	96,720	$	8,185	$	12,389

	As of December 31, 2023
	Weighted Average Remaining Useful Life (years)		Gross Carrying Amount		Accumulated Amortization		Accumulated Impairment		Net Carrying Amount
Brand		7.4	$	32,193	$	10,262	$	—	$	21,931
Customer relationships	0.0			19,870		19,620		—		250
Developed technology	0.0			65,212		63,690		647		875
Total			$	117,275	$	93,572	$	647	$	23,056

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, amortization of intangible assets was $509, $7,508, $3,148, and $22,549, respectively.

For the three months ended September 30, 2024, there was no impairment for intangible assets. For the nine months ended September 30, 2024, the Company impaired $7,538 of Digital Wholesale segment intangible assets within goodwill and other asset impairment operating expenses in the Unaudited Condensed Consolidated Income Statements related to the impairment discussed above.

As of September 30, 2024, estimated amortization expense of intangible assets for future periods is as follows:


Year Ending December 31,	Amortization Expense
Remainder of 2024	$	509
2025		2,035
2026		2,035
2027		2,035
2028		2,035
2029		1,410
Thereafter		2,330
Total	$	12,389

Goodwill

The Company determined that there were no indicators of impairment for the U.S. Marketplace or U.K. Marketplace reporting units and therefore an interim impairment assessment was not performed at June 30, 2024.

In connection with the triggering event discussed above, the Company evaluated the CarOffer reporting unit goodwill for impairment as of June 30, 2024, by comparing its estimated fair value to its carrying value. The Company estimated the fair value of the CarOffer reporting unit using an income-based valuation approach by means of a discounted cash flow method. This fair value measurement is categorized as Level 3 within the fair value hierarchy as there are significant unobservable inputs utilized in the valuation technique. The assumptions used to estimate the fair value of the reporting unit included forecasted revenue and EBITDA, long term expectations for growth rates and operating profit margin, expected needs for annual capital expenditure and net working capital, and a market-participant discount rate derived via the capital asset pricing model.

As of June 30, 2024, the carrying value for the CarOffer reporting unit (after adjustments for other long-lived asset impairments discussed above) exceeded its fair value, resulting in a non-cash impairment charge of $86,769, which was recognized within goodwill and other asset impairment operating expenses in the Unaudited Condensed Consolidated Income Statements in the Digital Wholesale segment. As the goodwill for the CarOffer reporting unit is tax deductible, the Company then calculated the deferred tax effect of the goodwill impairment charge using the simultaneous equation method. This resulted in additional goodwill impairment and deferred tax assets of $28,437, for a total goodwill impairment of $115,206 recognized within goodwill and other asset impairment operating expenses in the Unaudited Condensed Consolidated Income Statements in the Digital Wholesale segment.

During the three months ended September 30, 2024, there was no additional impairment related to the CarOffer reporting unit goodwill.

As of September 30, 2024, changes in the carrying value of goodwill are as follows:


	U.S. Marketplace		Digital Wholesale			Other		Total
Balance as of December 31, 2023	$	12,477	$	130,451		$	14,970	$	157,898
Impairment of goodwill		—		(115,206	)		—		(115,206	)
Other (1)		—		4,323			—		4,323
Foreign currency translation adjustment		—		—			205		205
Balance as of September 30, 2024	$	12,477	$	19,568		$	15,175	$	47,220

(1)

As of September 30, 2024, the Company recognized an immaterial adjustment to goodwill and additional paid-in-capital, associated with the acquisitions of its equity interests in CarOffer.

As of September 30, 2024, the accumulated impairment losses of goodwill were $115,206. As of December 31, 2023, there were no accumulated impairment losses of goodwill.

CG Buy Online Impairment

During the three months ended September 30, 2024, the Company decided to end its CG Buy Online pilot in order to redirect those resources toward other investment opportunities, including continued product innovation and development across the business. The CG Buy Online pilot was one of the initiatives that allowed consumers to purchase vehicles online. The pilot ended on October 31, 2024.

This was identified as a triggering event for long-lived asset impairment testing under ASC 360. Other long-lived assets are tested for impairment at the asset group level, and the Company identified the asset group as the CG Buy Online Pilot assets, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. These assets were included in the CG Buy Online reporting unit. As the asset group did not pass the step one recoverability test on an undiscounted cash flow basis, the Company then compared the fair value of the asset group to its carrying value. As the Company has decided to end this pilot, the estimated future cash flows, and related fair value are both $0. There is no goodwill associated with this asset group.

During the three months ended September 30, 2024, the Company impaired $15,583 and $219 of Digital Wholesale segment capitalized website development costs and furniture and fixtures, respectively, within property and equipment, net in the Unaudited Condensed Consolidated Balance Sheets. Additionally, the Company impaired $527 and $447 of capitalized hosting arrangements within prepaid expenses, prepaid income taxes and other current assets, and other non-current assets, respectively, in the Unaudited Condensed Consolidated Balance Sheets. These costs were included in the CG Buy Online reporting unit. There is an immaterial remaining balance of these assets, that amortized until the end of the pilot on October 31, 2024.

For both the three and nine months ended September 30, 2024, the Company recognized $9,750 and $7,026 of Digital Wholesale segment impairment charges, related to the CG Buy Online pilot, as wholesale cost of revenue and goodwill and other asset impairment operating expense, respectively, in the Unaudited Condensed Consolidated Income Statement.

For the nine months ended September 30, 2024, the Company recognized $16,766 of Digital Wholesale segment impairment charges as goodwill and other asset impairment adjustment to reconcile net income to net cash in the Unaudited Condensed Consolidated Statements of Cash Flows.

Segment and Geographic Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment and Geographic Information

13. Segment and Geographic Information

The Company has two reportable segments, U.S. Marketplace and Digital Wholesale. Segment information is presented in the same manner as the Company’s CODM reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews segment revenue and segment operating income (loss) as a proxy for the performance of the Company's operations. The Company’s Chief Executive Officer is the CODM on behalf of both reportable segments.

The U.S. Marketplace segment derives revenue from marketplace services from customers within the U.S. The Digital Wholesale segment primarily 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 U.S.

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 three and nine months ended September 30, 2023, Digital Wholesale segment loss from operations also reflects certain IMCO marketing and lead generation fees allocated from the U.S. Marketplace segment. Asset information by reportable segment is not provided to the CODM as asset information is assessed and reviewed on a consolidated basis.

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, segment revenue, segment income (loss) from operations, and segment depreciation and amortization are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Segment Revenue:
U.S. Marketplace	$	187,253	$	164,323	$	540,293	$	478,387
Digital Wholesale		27,339		41,510		79,441		175,133
Other		16,766		13,586		46,112		37,599
Total	$	231,358	$	219,419	$	665,846	$	691,119


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Segment Income (Loss) from Operations:
U.S. Marketplace	$	50,410		$	33,285		$	126,670		$	84,443
Digital Wholesale		(25,317	)	$	(11,652	)		(173,815	)	$	(29,184	)
Other		2,341		$	1,462			7,279		$	(367	)
Total	$	27,434		$	23,095		$	(39,866	)	$	54,892


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Segment Depreciation and Amortization:
U.S. Marketplace	$	2,594	$	2,971	$	7,578	$	8,534
Digital Wholesale		2,286		9,334		10,003		26,728
Other		298		165		741		451
Total	$	5,178	$	12,470	$	18,322	$	35,713

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, a reconciliation between total segment income (loss) from operations to consolidated income (loss) before income taxes is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024			2023
Total segment income (loss) from operations	$	27,434	$	23,095	$	(39,866	)	$	54,892
Total other income, net		2,623		4,167		9,185			13,185
Consolidated income (loss) before income taxes	$	30,057	$	27,262	$	(30,681	)	$	68,077

As of September 30, 2024 and December 31, 2023, segment assets are as follows:


	As of September 30, 2024		As of December 31, 2023
Segment Assets:
U.S. Marketplace	$	615,771	$	607,307
Digital Wholesale		118,839		258,458
Other		43,551		53,162
Total	$	778,161	$	918,927

Digital Wholesale segment assets decreased $139,619, due primarily to goodwill and other asset impairments. As of September 30, 2024, the Company recognized a $127,475 CarOffer reporting unit impairment and a $16,776 CG Buy Online reporting unit impairment due to the end of the CG Buy Online pilot. For further discussion of goodwill and other asset impairments, see Note 6 of the Unaudited Condensed Consolidated Financial Statements.

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, revenue by geographical region is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue by Geographic Region:
United States	$	214,592	$	205,833	$	619,734	$	653,520
International		16,766		13,586		46,112		37,599
Total	$	231,358	$	219,419	$	665,846	$	691,119

- 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.

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+ Details

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Examination [Line Items]
Income tax provision (benefit)	$ 7,546	$ 8,289	$ (5,772)	$ 23,421
Effective income tax rate	25.10%	27.10%	18.80%	29.90%
Federal statutory tax rate	21.00%	21.00%	21.00%	21.00%
Pillar Two Legislation
Income Tax Examination [Line Items]
Effective income tax rate			15.00%
Revenue Commissioners, Ireland \| Foreign
Income Tax Examination [Line Items]
Open tax year			2018
Internal Revenue Service
Income Tax Examination [Line Items]
Open tax year			2019

- Definition

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

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+ Details

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, 2022	$ 734,609			$ 102	$ 16	$ 413,092	$ 323,043	$ (1,644)
Beginning balance, Shares at Dec. 31, 2022				101,636,649	15,999,173
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2022	36,749
Net (loss) income	16,132						16,132
Redeemable noncontrolling interest, net (loss) income	(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	(65,764)			$ (4)		(65,760)
Repurchase of common stock, Shares				(3,989,861)
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)
Ending balance, Shares at Mar. 31, 2023				98,278,975	15,999,173
Redeemable Noncontrolling Interest, Ending balance at Mar. 31, 2023	32,475
Beginning balance at Dec. 31, 2022	734,609			$ 102	$ 16	413,092	323,043	(1,644)
Beginning balance, Shares at Dec. 31, 2022				101,636,649	15,999,173
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2022	36,749
Foreign currency translation adjustment	(475)
Ending balance at Sep. 30, 2023	716,994			$ 97	$ 16	341,110	377,890	(2,119)
Ending balance, Shares at Sep. 30, 2023				96,877,765	15,999,173
Redeemable Noncontrolling Interest, Ending balance at Sep. 30, 2023	26,536
Beginning balance at Mar. 31, 2023	695,808			$ 98	$ 16	357,748	339,175	(1,229)
Beginning balance, Shares at Mar. 31, 2023				98,278,975	15,999,173
Redeemable Noncontrolling Interest, Beginning balance at Mar. 31, 2023	32,475
Net (loss) income	16,413						16,413
Redeemable noncontrolling interest, net (loss) income	(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)
Repurchase of common stock	(21,964)			$ (1)		(21,963)
Repurchase of common stock, Shares				(1,311,387)
Tax distribution to redeemable noncontrolling interest holders	(14)
Foreign currency translation adjustment	(112)							(112)
Ending balance at Jun. 30, 2023				$ 97	$ 16	346,494	355,588	(1,341)
Ending balance, Shares at Jun. 30, 2023				97,426,273	15,999,173
Redeemable Noncontrolling Interest, Ending balance at Jun. 30, 2023	29,865
Net (loss) income	22,302						22,302
Redeemable noncontrolling interest, net (loss) income	(3,329)
Stock–based compensation expense	15,668					15,668
Issuance of common stock upon exercise of stock options	45					45
Issuance of common stock upon exercise of stock options, Shares				6,654
Issuance of common stock upon vesting of restricted stock units				$ 1		(1)
Issuance of common stock upon vesting of restricted stock units, Shares				615,273
Payment of withholding taxes on net share settlements of restricted stock units	(3,915)					(3,915)
Payment of withholding taxes on net share settlements of restricted stock units, Shares				(214,187)
Repurchase of common stock	(17,182)			$ (1)		(17,181)
Repurchase of common stock, Shares				(956,248)
Foreign currency translation adjustment	(778)							(778)
Ending balance at Sep. 30, 2023	716,994			$ 97	$ 16	341,110	377,890	(2,119)
Ending balance, Shares at Sep. 30, 2023				96,877,765	15,999,173
Redeemable Noncontrolling Interest, Ending balance at Sep. 30, 2023	26,536
Beginning balance at Dec. 31, 2023	616,852			$ 92	$ 16	263,498	354,147	(901)
Beginning balance, Shares at Dec. 31, 2023		92,175,243	15,999,173	92,175,243	15,999,173
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2023	0
Net (loss) income	21,301						21,301
Stock–based compensation expense	17,649					17,649
Issuance of common stock upon exercise of stock options	11					11
Issuance of common stock upon exercise of stock options, Shares				36,455
Issuance of common stock upon vesting of restricted stock units				$ 1		(1)
Issuance of common stock upon vesting of restricted stock units, Shares				615,383
Payment of withholding taxes on net share settlements of restricted stock units	(5,097)					(5,097)
Payment of withholding taxes on net share settlements of restricted stock units, Shares				(213,042)
Repurchase of common stock	(81,755)			$ (4)		(81,751)
Repurchase of common stock, Shares				(3,538,194)
Foreign currency translation adjustment	(599)							(599)
Ending balance at Mar. 31, 2024	568,362			$ 89	$ 16	194,309	375,448	(1,500)
Ending balance, Shares at Mar. 31, 2024				89,075,845	15,999,173
Beginning balance at Dec. 31, 2023	616,852			$ 92	$ 16	263,498	354,147	(901)
Beginning balance, Shares at Dec. 31, 2023		92,175,243	15,999,173	92,175,243	15,999,173
Redeemable Noncontrolling Interest, Beginning balance at Dec. 31, 2023	0
Foreign currency translation adjustment	580
Ending balance at Sep. 30, 2024	483,473			$ 88	$ 16	154,452	329,238	(321)
Ending balance, Shares at Sep. 30, 2024		87,582,147	15,757,238	87,582,147	15,757,238
Beginning balance at Mar. 31, 2024	568,362			$ 89	$ 16	194,309	375,448	(1,500)
Beginning balance, Shares at Mar. 31, 2024				89,075,845	15,999,173
Net (loss) income	(68,721)						(68,721)
Stock–based compensation expense	17,198					17,198
Issuance of common stock upon exercise of stock options	15					15
Issuance of common stock upon exercise of stock options, Shares				54,382
Issuance of common stock upon vesting of restricted stock units				$ 1		(1)
Issuance of common stock upon vesting of restricted stock units, Shares				803,405
Payment of withholding taxes on net share settlements of restricted stock units	(6,291)					(6,291)
Payment of withholding taxes on net share settlements of restricted stock units, Shares				(273,422)
Repurchase of common stock	(61,794)			$ (3)		(61,791)
Repurchase of common stock, Shares				(2,654,807)
Other (Note 6)	3,507					3,507
Foreign currency translation adjustment	(203)							(203)
Ending balance at Jun. 30, 2024	452,073			$ 87	$ 16	146,946	306,727	(1,703)
Ending balance, Shares at Jun. 30, 2024				87,005,403	15,999,173
Net (loss) income	22,511						22,511
Stock–based compensation expense	16,994					16,994
Issuance of common stock upon exercise of stock options	49					49
Issuance of common stock upon exercise of stock options, Shares				58,922
Issuance of common stock upon vesting of restricted stock units				$ 1		(1)
Issuance of common stock upon vesting of restricted stock units, Shares				676,910
Payment of withholding taxes on net share settlements of restricted stock units	(5,986)					(5,986)
Payment of withholding taxes on net share settlements of restricted stock units, Shares				(236,722)
Repurchase of common stock	(3,550)					(3,550)
Repurchase of common stock, Shares				(164,301)
Conversion of common stock, shares issued				241,935	(241,935)
Foreign currency translation adjustment	1,382							1,382
Ending balance at Sep. 30, 2024	$ 483,473			$ 88	$ 16	$ 154,452	$ 329,238	$ (321)
Ending balance, Shares at Sep. 30, 2024		87,582,147	15,757,238	87,582,147	15,757,238

Commitments and Contingencies - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) ft² Days	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Commitments And Contingencies [Line Items]
Decrease in lease liability			$ (3,536)
Operating lease, decrease in right-of-use asset due to re-measurement from lease amendment			3,536
Restricted cash	$ 3,993		3,993		$ 2,563
Guarantee income	118	$ 348	481	$ 1,508
Maximum potential amount of future payments required to make under guarantees	3,780		3,780		$ 10,158
Lease Remeasurement
Commitments And Contingencies [Line Items]
Decrease in lease liability			1,493
Operating lease, decrease in right-of-use asset due to re-measurement from lease amendment			1,493
1001 Boylston Street
Commitments And Contingencies [Line Items]
Contract commitments	$ 4,581		4,581
Increase in tenant improvement allowance			456
Expected to incur additional costs for remaining construction			$ 5,580
Area of land \| ft²	225,428		225,428
Car Offer
Commitments And Contingencies [Line Items]
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

Segment and Geographic Information - Additional Information (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) Segment	Sep. 30, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment		2
Goodwill and other asset impairment		$ 144,431	$ 184
Car Offer
Segment Reporting Information [Line Items]
Goodwill and other asset impairment	$ 127,475	127,475
CG Buy Online Pilot
Segment Reporting Information [Line Items]
Goodwill and other asset impairment		16,776
Digital Wholesale
Segment Reporting Information [Line Items]
Decrease in segment assets		$ 139,619

Goodwill and Other Asset Impairments - Summary of Changes in Carrying Value of Goodwill (Details)
$ in Thousands

9 Months Ended

Sep. 30, 2024

USD ($)

Goodwill [Line Items]

Balance as of December 31, 2023

$ 157,898

Impairment of goodwill

(115,206)

Other

4,323

^[1]

Foreign currency translation adjustment

205

Balance as of September 30, 2024

47,220

U.S. Marketplace | United States

Goodwill [Line Items]

Balance as of December 31, 2023

12,477

Balance as of September 30, 2024

12,477

Digital Wholesale

Goodwill [Line Items]

Balance as of September 30, 2024

Digital Wholesale | International

Goodwill [Line Items]

Balance as of December 31, 2023

130,451

Impairment of goodwill

(115,206)

Other

4,323

^[1]

Balance as of September 30, 2024

19,568

Other | International

Goodwill [Line Items]

Balance as of December 31, 2023

14,970

Foreign currency translation adjustment

205

Balance as of September 30, 2024

$ 15,175

[1]	As of September 30, 2024, the Company recognized an immaterial adjustment to goodwill and additional paid-in-capital, associated with the acquisitions of its equity interests in CarOffer.

Revenue Recognition - Summary of Revenue from Contracts with Customers by Services and Products (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 231,358	$ 219,419	$ 665,846	$ 691,119
Marketplace
Disaggregation of Revenue [Line Items]
Revenue	204,019	177,909	586,405	515,986
Dealer-to-Dealer
Disaggregation of Revenue [Line Items]
Revenue	13,876	23,290	47,867	84,945
Sell My Car - Instant Max Cash Offer
Disaggregation of Revenue [Line Items]
Revenue	$ 13,463	$ 18,220	$ 31,574	$ 90,188

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Segment and Geographic Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Segment Revenue:
U.S. Marketplace	$	187,253	$	164,323	$	540,293	$	478,387
Digital Wholesale		27,339		41,510		79,441		175,133
Other		16,766		13,586		46,112		37,599
Total	$	231,358	$	219,419	$	665,846	$	691,119


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Segment Income (Loss) from Operations:
U.S. Marketplace	$	50,410		$	33,285		$	126,670		$	84,443
Digital Wholesale		(25,317	)	$	(11,652	)		(173,815	)	$	(29,184	)
Other		2,341		$	1,462			7,279		$	(367	)
Total	$	27,434		$	23,095		$	(39,866	)	$	54,892


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Segment Depreciation and Amortization:
U.S. Marketplace	$	2,594	$	2,971	$	7,578	$	8,534
Digital Wholesale		2,286		9,334		10,003		26,728
Other		298		165		741		451
Total	$	5,178	$	12,470	$	18,322	$	35,713

Summary of Reconciliation Between Segment Income (Loss) from Operations


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024			2023
Total segment income (loss) from operations	$	27,434	$	23,095	$	(39,866	)	$	54,892
Total other income, net		2,623		4,167		9,185			13,185
Consolidated income (loss) before income taxes	$	30,057	$	27,262	$	(30,681	)	$	68,077

Summary of Assets by Segment

As of September 30, 2024 and December 31, 2023, segment assets are as follows:


	As of September 30, 2024		As of December 31, 2023
Segment Assets:
U.S. Marketplace	$	615,771	$	607,307
Digital Wholesale		118,839		258,458
Other		43,551		53,162
Total	$	778,161	$	918,927

Summary of Revenue by Geographical Region

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, revenue by geographical region is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue by Geographic Region:
United States	$	214,592	$	205,833	$	619,734	$	653,520
International		16,766		13,586		46,112		37,599
Total	$	231,358	$	219,419	$	665,846	$	691,119

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 246,748	$ 291,363
Short-term investments	0	20,724
Accounts receivable, net of allowance for doubtful accounts of $826 and $610, respectively	44,542	39,963
Inventory	345	331
Prepaid expenses, prepaid income taxes and other current assets	19,085	25,152
Deferred contract costs	11,924	11,095
Restricted cash	3,993	2,563
Total current assets	326,637	391,191
Property and equipment, net	126,612	83,370
Intangible assets, net	12,389	23,056
Goodwill	47,220	157,898
Operating lease right-of-use assets	127,125	169,682
Deferred tax assets	120,642	73,356
Deferred contract costs, net of current portion	13,274	12,998
Other non-current assets	4,262	7,376
Total assets	778,161	918,927
Current liabilities:
Accounts payable	47,238	47,854
Accrued expenses, accrued income taxes and other current liabilities	31,582	33,718
Deferred revenue	21,882	21,322
Operating lease liabilities	9,886	12,284
Total current liabilities	110,588	115,178
Operating lease liabilities	178,909	182,106
Deferred tax liabilities	0	58
Other non–current liabilities	5,191	4,733
Total liabilities	294,688	302,075
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	154,452	263,498
Retained earnings	329,238	354,147
Accumulated other comprehensive loss	(321)	(901)
Total stockholders’ equity	483,473	616,852
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	778,161	918,927
Class A Common Stock
Stockholders’ equity:
Common stock	88	92
Class B Common Stock
Stockholders’ equity:
Common stock	$ 16	$ 16

Goodwill and Other Asset Impairments - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 117,294	$ 117,275
Accumulated Amortization	96,720	93,572
Accumulated Impairment	8,185	647
Total	$ 12,389	$ 23,056
Brand
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (years)	6 years 4 months 24 days	7 years 4 months 24 days
Gross Carrying Amount	$ 32,212	$ 32,193
Accumulated Amortization	12,285	10,262
Accumulated Impairment	7,538
Total	12,389	$ 21,931
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (years)		0 years
Gross Carrying Amount	19,870	$ 19,870
Accumulated Amortization	19,870	19,620
Total		$ 250
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (years)		0 years
Gross Carrying Amount	65,212	$ 65,212
Accumulated Amortization	64,565	63,690
Accumulated Impairment	$ 647	647
Total		$ 875

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Fair Value of Financial Instruments - Schedule of Fair Value Levels, Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment, Type [Extensible Enumeration]	us-gaap:MutualFundMember	us-gaap:MutualFundMember
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	$ 137,781	$ 73,449
Short-term investments		20,724
Total	137,781	94,173
Fair Value, Measurements, Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	137,781	73,449
Short-term investments		20,724
Total	$ 137,781	$ 94,173

- Definition

Indicates type of investment. Includes, but is not limited to, common stock, preferred stock, convertible security, fixed income security, government security, option purchased, warrant, loan participation and assignment, commercial paper, bankers' acceptance, certificates of deposit, short-term security, repurchase agreement, and other investment company.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column A)(Footnote 2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column C)(Footnote 5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column A)(Footnote 1)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column C)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column F)(Footnote 7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column C)(Footnote 4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2

+ Details

Accrued Expenses, Accrued Income Taxes, and Other Current Liabilities - Schedule of Accrued Expenses, Accrued Income Taxes, and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Accrued bonus	$ 11,685	$ 15,247
Other accrued expenses, accrued income taxes, and other current liabilities	19,897	18,471
Total	$ 31,582	$ 33,718

Revenue Recognition

9 Months Ended

Sep. 30, 2024

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 September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Marketplace	$	204,019	$	177,909	$	586,405	$	515,986
Dealer-to-Dealer		13,876		23,290		47,867		84,945
Sell My Car - Instant Max Cash Offer		13,463		18,220		31,574		90,188
Total	$	231,358	$	219,419	$	665,846	$	691,119

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) Sell My Car - 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 13 of the 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) U.S. and (ii) International regions as disclosed in Note 13 of the Unaudited Condensed Consolidated Financial Statements. Marketplace services are provided in the U.S. and International regions. Dealer-to-Dealer and IMCO services and products are provided in the U.S. 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 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the relevant quarter end.

For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied as of September 30, 2024, was approximately $57.6 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 September 30, 2024. For performance obligations not satisfied as of September 30, 2024, and to which this expedient applies, the nature of the performance obligations, the variable consideration, and any consideration from contracts with customers not included in the transaction price is consistent with performance obligations satisfied as of September 30, 2024.

For the three months ended September 30, 2024 and 2023, revenue recognized from amounts included in deferred revenue at the beginning of the period was $21,785 and $21,267, respectively. For the nine months ended September 30, 2024 and 2023, revenue recognized from amounts included in deferred revenue at the beginning of the period was $21,322 and $12,249, 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Stock-based Compensation and Common Stock Share Repurchases - Summary of Allocation of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	$ 15,455	$ 13,038	$ 46,834	$ 43,842
Cost of Revenue
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	96	185	387	513
Sales and Marketing Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	3,017	2,780	9,141	8,736
Product, Technology, and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	6,164	5,745	18,165	18,068
General and Administrative Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total	$ 6,178	$ 4,328	$ 19,141	$ 16,525

Segment and Geographic Information - Summary of Segment Revenue, Income (Loss) and Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Total Revenue	$ 231,358	$ 219,419	$ 665,846	$ 691,119
Income (Loss) from Operations	27,434	23,095	(39,866)	54,892
Depreciation and Amortization	5,178	12,470	18,322	35,713
U.S. Marketplace
Segment Reporting Information [Line Items]
Total Revenue	187,253	164,323	540,293	478,387
Income (Loss) from Operations	50,410	33,285	126,670	84,443
Depreciation and Amortization	2,594	2,971	7,578	8,534
Digital Wholesale
Segment Reporting Information [Line Items]
Total Revenue	27,339	41,510	79,441	175,133
Income (Loss) from Operations	(25,317)	(11,652)	(173,815)	(29,184)
Depreciation and Amortization	2,286	9,334	10,003	26,728
Other
Segment Reporting Information [Line Items]
Total Revenue	16,766	13,586	46,112	37,599
Income (Loss) from Operations	2,341	1,462	7,279	(367)
Depreciation and Amortization	$ 298	$ 165	$ 741	$ 451

- Definition

+ References

+ Details

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Summary of Revenue from Contracts with Customers by Services and Products


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Marketplace	$	204,019	$	177,909	$	586,405	$	515,986
Dealer-to-Dealer		13,876		23,290		47,867		84,945
Sell My Car - Instant Max Cash Offer		13,463		18,220		31,574		90,188
Total	$	231,358	$	219,419	$	665,846	$	691,119

Fair Value of Financial Instruments - Additional Information (Details)	3 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value Disclosures [Abstract]
Dividend income from investment	$ 0
Unrealized gain on short-term investments in equity securities	0
Realized gain on short-term investments in equity securities	$ 0

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 190,107	$ 142,343
Less accumulated depreciation and amortization	(63,495)	(58,973)
Property and equipment, net	126,612	83,370
Capitalized Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	7,769	1,326
Capitalized Internal-Use Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	18,280	12,279
Capitalized Website Development
Property Plant And Equipment [Line Items]
Property and equipment, gross	57,258	57,158
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	13,660	8,149
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	92,952	23,308
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment, gross	0	39,835
Finance Lease Right-of-use Assets
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 188	$ 288

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating Activities
Consolidated net (loss) income	$ (24,909)	$ 44,656
Adjustments to reconcile consolidated net (loss) income to net cash provided by operating activities:
Depreciation and amortization	18,322	35,713
Gain on sale of property and equipment	0	(460)
Currency (gain) loss on foreign denominated transactions	(234)	249
Other non-cash (income) expense, net	(816)	168
Deferred taxes	(47,344)	(32,129)
Provision for doubtful accounts	1,534	247
Stock-based compensation expense	46,614	43,769
Amortization of deferred financing costs	387	387
Amortization of deferred contract costs	10,241	8,629
Goodwill and other asset impairment	144,431	184
Changes in operating assets and liabilities:
Accounts receivable	(5,393)	337
Inventory	149	4,959
Prepaid expenses, prepaid income taxes, and other assets	7,093	6,027
Deferred contract costs	(11,307)	(13,688)
Accounts payable	10,770	1,177
Accrued expenses, accrued income taxes, and other liabilities	(2,568)	1,016
Deferred revenue	555	8,797
Lease obligations	32,232	11,993
Net cash provided by operating activities	179,757	122,031
Investing Activities
Purchases of property and equipment	(64,937)	(9,048)
Proceeds from sale of property and equipment	0	460
Capitalization of website development costs	(15,314)	(11,773)
Purchases of short-term investments	(494)	(96,748)
Sales of short-term investments	21,218	5,000
Advance payments to customers, net of collections	259	(2,908)
Net cash used in investing activities	(59,268)	(115,017)
Financing Activities
Proceeds from issuance of common stock upon exercise of stock options	75	74
Payment of withholding taxes on net share settlements of restricted stock units	(17,391)	(11,738)
Repurchases of common stock	(146,180)	(107,409)
Payment of finance lease obligations	(56)	(52)
Payment of tax distributions to redeemable noncontrolling interest holders	0	(38)
Change in gross advance payments received from third-party transaction processor	(704)	(4,523)
Net cash used in financing activities	(164,256)	(123,686)
Impact of foreign currency on cash, cash equivalents, and restricted cash	582	(506)
Net decrease in cash, cash equivalents, and restricted cash	(43,185)	(117,178)
Cash, cash equivalents, and restricted cash at beginning of period	293,926	484,132
Cash, cash equivalents, and restricted cash at end of period	250,741	366,954
Supplemental disclosure of cash flow information:
Cash paid for income taxes	36,959	48,933
Cash paid for operating lease liabilities	11,213	14,762
Cash paid for interest	611	411
Supplemental noncash disclosure of cash flow information:
Unpaid purchases of property and equipment and capitalized hosting arrangements	6,592	5,706
Unpaid withholding taxes on net share settlement of restricted stock units	120	3,029
Unpaid repurchases of common stock	0	1,173
Unpaid excise tax on repurchases of common stock	2,503	617
Capitalized stock-based compensation expense in website development and internal-use software costs and hosting arrangements	5,227	3,843
Obtaining a right-of-use asset in exchange for an operating lease liability	$ (5,029)	$ 145,607

Subsequent Events - Additional Information (Details) - USD ($) $ in Millions	Nov. 07, 2024	Nov. 07, 2023	Dec. 08, 2022
Subsequent Event [Line Items]
Share repurchase program effective date		Jan. 01, 2024
Share repurchase program expiration date		Dec. 31, 2024
Maximum [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Aggregate share repurchase price		$ 250.0	$ 250.0
Subsequent Event [Member]
Subsequent Event [Line Items]
Share repurchase program effective date	Jan. 01, 2025
Share repurchase program expiration date	Dec. 31, 2025
Subsequent Event [Member] \| Maximum [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Aggregate share repurchase price	$ 200.0

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
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 U.S. (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board (“FASB”). The Unaudited Condensed Consolidated Financial Statements have also been prepared pursuant to the rules and regulations of the 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 statements for interim periods. 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 fiscal year ended December 31, 2023, filed with the SEC on February 26, 2024 (the “Annual Report”). While the Company disclosed unpaid excise tax on repurchases of common stock within unpaid repurchases of common stock in the Unaudited Condensed Consolidated Statements of Cash Flows in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 7, 2023, the accompanying Unaudited Condensed Consolidated Statements of Cash Flows for the quarterly period ended September 30, 2023, present unpaid excise tax on repurchases of common stock separately from unpaid repurchases of common stock to conform to the current year presentation.
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 Unaudited Condensed Consolidated Financial Statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those described in Note 14 of these Unaudited Condensed Consolidated Financial Statements.
Use of Estimates	Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Changes in estimates are recognized in the period in which they become known. Critical estimates relied upon in preparing the Unaudited Condensed Consolidated Financial Statements include the determination of sales allowance and variable consideration in the Company’s revenue recognition, allowance for doubtful accounts, the impairment of long-lived assets, the capitalization of product, technology, and development costs for website development, internal-use software, and hosting arrangements, the valuation of acquired assets and liabilities, the valuation and recoverability of intangible assets and goodwill, the valuation of redeemable noncontrolling interest, the recoverability of the Company’s net deferred tax assets and related valuation allowance, the valuation of inventory and the valuation of 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. For the three and nine months ended September 30, 2024, there were no estimates related to the valuation of redeemable noncontrolling interest. During the three months ended June 30, 2024, the Company identified a triggering event for goodwill and other long-lived assets impairment testing purposes at the CarOffer reporting unit due to recent organizational changes and declines in the volume of the number of vehicles processed from car dealers, consumers, and other marketplaces through the CarOffer website within the applicable period within the Digital Wholesale segment ("Transactions"), which resulted in revisions to the Company’s financial projections for the CarOffer reporting unit. During the three months ended June 30, 2024, the Company performed an updated fair value analysis of the CarOffer reporting unit, resulting in an excess of carrying value over fair value of the CarOffer reporting unit, which led to the impairment of the CarOffer reporting unit, as discussed in Note 6 of the Unaudited Condensed Consolidated Financial Statements. During the three months ended September 30, 2024, there was no additional impairment related to the CarOffer reporting unit. Due to the partial impairment of the CarOffer reporting unit goodwill and other long-term assets during the three months ended June 30, 2024, in which the CarOffer reporting unit was reduced to its fair value, there remains a risk for future impairment charges if projected future operating results further decline, including as a result of economic conditions or operational challenges, which could be material and negatively affect its operations. For further discussion of goodwill and other asset impairments, see Note 6 of the Unaudited Condensed Consolidated Financial Statements.
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 and cash equivalents principally with accredited financial institutions of high credit standing. Although the Company deposits its cash and cash equivalents with multiple financial institutions, its deposits with each such financial institution exceed governmental insured limits. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company generally has not experienced any material losses related to receivables from individual customers or groups of customers. The Company had no material losses related to marketplace receivables as it was dispersed across a large number of customers. The Company 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 was believed by management to be probable in the Company’s accounts receivable and other receivables. As of September 30, 2024 and December 31, 2023, no customer accounted for more than 10% of net accounts receivable and other receivables. All of accounts receivable was dispersed among more than 1,000 customers. Therefore, there is no significant credit risk with respect to accounts receivable because credit risk is dispersed due to the large number of customers. For the three and nine months ended September 30, 2024 and 2023, no 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. The change in payments received in advance from the third-party transaction processor is presented as cash flows from financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. As of September 30, 2024, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $2,216, offset by payments received in advance of $1,311, which resulted in a net receivable of $905 recognized within accounts receivable in the Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2023, trade accounts receivable from receivables in transit, net of payables due, from the third-party transaction processor was $2,868, offset by payments received in advance of $2,015, which resulted in a net receivable of $853 recognized within accounts receivable, net in the consolidated balance sheets. As of September 30, 2024 and December 31, 2023, $11,795 and $9,581, respectively, was included in net accounts receivable, representing unbilled accounts receivable relating primarily to both advertising customers and dealers invoiced in the period subsequent to services rendered and revenue recognition adjustments for Company offered discounts given to dealers in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606").
Significant Accounting Policies	Significant Accounting Policies The Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of September 30, 2024, there have been no material changes in the Company’s significant accounting policies, which are detailed in the Annual Report.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company on or prior to the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. As of September 30, 2024, there are no new accounting pronouncements that the Company is considering adopting, other than those described below. In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity should apply ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2023-09 on its future consolidated financial statements and related disclosures. In November 2023 the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 is intended to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC Topic 280, Segment Reporting ("ASC 280"). ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. ASU 2023-07 is intended to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply ASU 2023-07 retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact of ASU 2023-07 on its future consolidated financial statements and related disclosures. In October 2023 the FASB issued ASU 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). ASU 2023-06 modifies the disclosure and presentation requirements for a variety of topics in the ASC. The Company is currently evaluating the impact of ASU 2023-06 on its future consolidated financial statements and related disclosures.
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 fourth amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chair. 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.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

Contractual Obligations and Commitments

As of September 30, 2024, all of the Company’s property and equipment and hosting arrangements have been purchased with cash with the exception of unpaid amounts as disclosed in the Unaudited Condensed Consolidated Statements of Cash Flows.

In connection with the Company’s operating lease agreement in Boston, Massachusetts for 225,428 square feet at 1001 Boylston Street (the “1001 Boylston Street Lease"), the Company expects to incur an additional $5,580 of costs to complete its buildout, of which $4,581 has been committed but not incurred as of September 30, 2024. The Company expects the future costs to complete the buildout to be less than the remaining tenant improvement allowance.

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.

Leases

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

As of September 30, 2024, there were no material changes in the Company’s leases from those disclosed in the Annual Report, other than those described below.

Addison, Texas

During the three months ended June 30, 2024, the Company identified an impairment of right-of-use assets associated with its Addison, Texas lease. For further information on goodwill and other asset impairments, see Note 6 of the Unaudited Condensed Consolidated Financial Statements.

1001 Boylston Street

During the three months ended September 30, 2024, the Company began occupying 1001 Boylston Street. As of September 30, 2024, all assets associated with the 1001 Boylston Street lease were placed into service.

On April 12, 2024 and May 3, 2024, the Company entered into various change orders regarding the 1001 Boylston Street Lease and related buildout. The change orders modify the responsibilities outlined in the 1001 Boylston Street Lease and reallocate the responsibility of certain buildout costs from the landlord to the Company. The costs related to this work are reimbursable by the landlord, effectively increasing the tenant improvement allowance from the 1001 Boylston Street Lease by $456. The Company accounted for these change orders as a remeasurement of the 1001 Boylston Street Lease, using an incremental borrowing rate as of the modification date, May 3, 2024. The lease remeasurement resulted in a decrease in the lease liability and right-of-use asset on the Unaudited Condensed Consolidated Balance Sheets of $1,493. There was not a material impact on the Unaudited Condensed Consolidated Income Statement or future minimum lease payments.

On March 19, 2024, the Company entered into a letter agreement regarding the 1001 Boylston Street Lease (the "2024 Letter Agreement"). The 2024 Letter Agreement memorializes the Substantial Completion Date, Commencement Date, Fixed Rent Commencement Date (as each term is defined in the 1001 Boylston Street Lease), and the rental credits and holdover compensation owed to the Company per the 1001 Boylston Street Lease. The 2024 Letter Agreement also modifies the parking privileges and payments, which commenced on June 1, 2024, and provides reimbursement from the landlord to the Company for additional unexpected costs incurred. The Company accounted for the 2024 Letter Agreement as a remeasurement of the 1001 Boylston Street Lease, using an incremental borrowing rate as of the modification date, March 19, 2024. The lease remeasurement resulted in a decrease in the lease liability and right-of-use asset on the Unaudited Condensed Consolidated Balance Sheets of $3,536. There was not a material impact on the Unaudited Condensed Consolidated Income Statement or future minimum lease payments.

Restricted Cash

As of September 30, 2024 and December 31, 2023, restricted cash was $3,993 and $2,563, respectively, and in each case related to pass-through payments from customers related to the Company’s Digital Wholesale business.

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.

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, income for guarantees purchased by dealers was $118, $348, $481, and $1,508, respectively. For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, the net gains or losses recognized within cost of revenue in the Unaudited Condensed Consolidated Income Statements resulting from dealers' exercise of guarantees was immaterial.

As of September 30, 2024, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $3,780. Of the maximum potential amount of future payments, the losses that were probable were not material. As such, as of September 30, 2024, the Company had no material contingent loss liabilities.

As of December 31, 2023, the maximum potential amount of future payments that the Company could be required to make under these guarantees was $10,158. Of the maximum potential amount of future payments, the losses that were probable were not material. As such, as of December 31, 2023, the Company had no material contingent loss liabilities.

Goodwill and Other Asset Impairments (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

As of September 30, 2024 and December 31, 2023, intangible assets consist of the following:


	As of September 30, 2024
	Weighted Average Remaining Useful Life (years)		Gross Carrying Amount		Accumulated Amortization		Accumulated Impairment		Net Carrying Amount
Brand		6.4	$	32,212	$	12,285	$	7,538	$	12,389
Customer relationships		—		19,870		19,870		—		—
Developed technology		—		65,212		64,565		647		—
Total			$	117,294	$	96,720	$	8,185	$	12,389

	As of December 31, 2023
	Weighted Average Remaining Useful Life (years)		Gross Carrying Amount		Accumulated Amortization		Accumulated Impairment		Net Carrying Amount
Brand		7.4	$	32,193	$	10,262	$	—	$	21,931
Customer relationships	0.0			19,870		19,620		—		250
Developed technology	0.0			65,212		63,690		647		875
Total			$	117,275	$	93,572	$	647	$	23,056

Summary of Estimated Amortization Expense of Intangible Assets

As of September 30, 2024, estimated amortization expense of intangible assets for future periods is as follows:


Year Ending December 31,	Amortization Expense
Remainder of 2024	$	509
2025		2,035
2026		2,035
2027		2,035
2028		2,035
2029		1,410
Thereafter		2,330
Total	$	12,389

Summary of Changes in Carrying Value of Goodwill

As of September 30, 2024, changes in the carrying value of goodwill are as follows:


	U.S. Marketplace		Digital Wholesale			Other		Total
Balance as of December 31, 2023	$	12,477	$	130,451		$	14,970	$	157,898
Impairment of goodwill		—		(115,206	)		—		(115,206	)
Other (1)		—		4,323			—		4,323
Foreign currency translation adjustment		—		—			205		205
Balance as of September 30, 2024	$	12,477	$	19,568		$	15,175	$	47,220

(1)

As of September 30, 2024, the Company recognized an immaterial adjustment to goodwill and additional paid-in-capital, associated with the acquisitions of its equity interests in CarOffer.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Unaudited Condensed Consolidated Income Statements (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Depreciation and amortization expense	$ 2,849	$ 8,433	$ 10,968	$ 23,951
Impairment of other assets	$ 9,750		$ 9,930	$ 184

Insider Trading Arrangements

3 Months Ended

Sep. 30, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Rule 10b5-1 Plan Trading Arrangements

During the three months ended September 30, 2024, the following officer adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies on insider trading:


Name & Title	Date Adopted	Aggregate Number of Shares of Class A Common Stock to be Purchased or Sold Pursuant to Trading Arrangement	Expiration Date
Zachary Hallowell, Chief Executive Officer, CarOffer	August 16, 2024	Up to 78,915 shares to be sold(1)	August 15, 2025(2)

Langley Steinert, Executive Chair and Chair of the Board of Directors(3)	September 12, 2024	1,782,923 shares to be sold(3)	June 18, 2025(4)

Samuel Zales, President and Chief Operating Officer	September 13, 2024	Up to 264,374 shares to be sold(5)	December 31, 2025(2)

(1) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Hallowell’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have reported the gross number of shares to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events. Furthermore, the Rule 10b5-1 trading arrangement provides for the sale of 7,148 shares directly held by Mr. Hallowell and the sale of up to 50% of the net shares that vest on certain applicable vesting dates, up to 71,767 shares.

(2) The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table. The arrangement also provides for automatic expiration in the event of liquidation, dissolution, bankruptcy, insolvency, or death of the adopting person.

(3) The Rule 10b5-1 trading arrangement was entered into among Hilary and Langley Steinert, acting jointly; Langley Steinert Irrevocable Family Trust dated June 21, 2024, or the Steinert Trust; and Comet Foundation, which we collectively refer to as the Steinert Sellers. Of the 1,782,923 shares to be sold pursuant to this Rule 10b5-1 trading arrangement, Hilary and Langley Steinert, acting jointly, contributed 1,386,889 shares, the Steinert Trust contributed 154,099 shares, and the Comet Foundation contributed 241,935 shares.

(4) The Rule 10b5-1 trading arrangement permits transactions through June 18, 2025, subject to early termination for certain specified events set forth in the Rule 10b5-1 trading arrangement, or earlier if all transactions under the Rule 10b5-1 trading arrangement are completed.

(5) The Rule 10b5-1 trading arrangement includes the sale of 120,000 shares directly held by Mr. Zales and an aggregate of 19,714 shares underlying vested and unvested stock options, plus additional shares that remain unsold under Mr. Zales’ existing Rule 10b5-1 trading arrangement up to 124,660 shares.

Other than those disclosed above, none of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K.

Other Directors and Officers

Trading Arrangements, by Individual

Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Rule 10b 51 Arr Modified Flag

false

Non Rule 10b 51 Arr Modified Flag

false

Zachary Hallowell

Trading Arrangements, by Individual

Name

Zachary Hallowell

Title

Chief Executive Officer, CarOffer

Rule 10b5-1 Arrangement Adopted

true

August 16, 2024

August 15, 2025

365 days

78,915

Trading Arrangements, by Individual

Name

Langley Steinert

Title

Executive Chair and Chair of the Board of Directors

Rule 10b5-1 Arrangement Adopted

true

September 12, 2024

June 18, 2025

280 days

1,782,923

Trading Arrangements, by Individual

Name

Samuel Zales

Title

President and Chief Operating Officer

Rule 10b5-1 Arrangement Adopted

true

September 13, 2024

December 31, 2025

475 days

264,374

Rule 10b5-1 Trading Arrangement | Langley Steinert

Trading Arrangements, by Individual

Rule 10b5-1 Arrangement Adopted

true

June 21, 2024

June 18, 2025

363 days

1,782,923

Rule 10b5-1 Trading Arrangement | Hilary and Langley Steinert

Trading Arrangements, by Individual

Aggregate Available

1,386,889

Rule 10b5-1 Trading Arrangement | Steinert Trust

Trading Arrangements, by Individual

Aggregate Available

154,099

Rule 10b5-1 Trading Arrangement | Comet Foundation

Trading Arrangements, by Individual

Aggregate Available

241,935

Rule 10b5-1 Trading Arrangement One | Zachary Hallowell

Trading Arrangements, by Individual

Aggregate Available

7,148

Rule 10b5-1 Trading Arrangement Two | Zachary Hallowell

Trading Arrangements, by Individual

Aggregate Available

71,767

Rule 10b5-1 Trading Arrangement Three | Samuel Zales

Trading Arrangements, by Individual

Aggregate Available

120,000

Vested And Unvested Stock Options | Samuel Zales

Trading Arrangements, by Individual

Aggregate Available

19,714

Unsold Under Rule 10b5-1 Trading Arrangement | Samuel Zales

Trading Arrangements, by Individual

Aggregate Available

124,660

Accrued Expenses, Accrued Income Taxes, and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses, Accrued Income Taxes, and Other Current Liabilities

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

As of September 30, 2024 and December 31, 2023, accrued expenses, accrued income taxes, and other current liabilities consist of the following:


	As of September 30, 2024		As of December 31, 2023
Accrued bonus	$	11,685	$	15,247
Other accrued expenses, accrued income taxes, and other current liabilities		19,897		18,471
Total	$	31,582	$	33,718

The decrease of $3,562 in accrued bonus was due primarily to the midyear payout of the fiscal year 2024 bonuses in third quarter of 2024.

Organization and Business Description

9 Months Ended

Sep. 30, 2024

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") online wholesale platform. The CarGurus platform gives consumers the confidence to purchase and/or sell a vehicle either online or in-person, and it gives dealerships the power to accurately price, effectively market, instantly acquire, and quickly sell vehicles, all with a nationwide reach. The Company uses proprietary technology, search algorithms, and data analytics to bring trust, transparency, and competitive pricing to the automotive shopping experience.

The Company operates principally in the United States (the "U.S."). In the U.S. it also operates as independent brands the Autolist online marketplace and the CarOffer online wholesale platform. In addition to the U.S., the Company operates online marketplaces under the CarGurus brand in Canada and the United Kingdom (the "U.K."). In the U.K. it also operates as an independent brand the PistonHeads online marketplace.

The Company has subsidiaries in the U.S., Canada, Ireland, and the U.K. and it has two reportable segments, U.S. Marketplace and Digital Wholesale. See Note 13 of the Unaudited Condensed Consolidated Financial Statements (as defined in Note 2 of the Unaudited Condensed Consolidated Financial Statements) for further segment reporting and geographic information.