Form: 8-K

Current report filing

August 7, 2024

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ACV Announces Second Quarter 2024 Results
Revenue Growth of 29% and
Exceeds the High-End of Guidance
Second quarter revenue of $161 million
Second quarter GAAP net income (loss) of ($17) million
Second quarter non-GAAP net income of $3 million
Second quarter Adjusted EBITDA of $7 million
Expects 2024 revenue of $615 million to $625 million, growth of 28% to 30% YoY, net income (loss) of ($85) million to ($80) million and Adjusted EBITDA of $21 million to $25 million

BUFFALO, August 7, 2024 — ACV (Nasdaq: ACVA), a leading digital automotive marketplace and data services partner for dealers and commercial clients, today reported results for its second quarter ended June 30, 2024.
“We are very pleased with our second quarter results, delivering revenue above the high-end of our guidance range, continued margin expansion, and strong sequential growth in Adjusted EBITDA, ” said George Chamoun, CEO of ACV.
“Our strong market position resulted in continued share gains and accelerated revenue growth in the quarter. The adoption of our growing suite of dealer solutions has continued to broaden and we have executed initiatives to support our commercial wholesale strategy. We achieved this while further increasing our margins,” continued Chamoun.
“Dealer wholesale volumes remained below historical levels due to a combination of soft retail sales and the ongoing shortage of used vehicle inventory. However, there were some early signs of improvement in the broader automotive ecosystem, and we believe the dealer wholesale market will continue to recover in the back-half of 2024. We believe ACV remains well positioned to deliver sustainable growth as end-markets further recover, and we execute on our emerging commercial wholesale strategy, while also continuing to scale our business model,” concluded Chamoun.
Second Quarter 2024 Highlights
Revenue of $161 million, an increase of 29% year over year
Marketplace and Service Revenue of $144 million, an increase of 32% year over year
Marketplace GMV of $2.4 billion, a decrease of 1% year over year
Marketplace Units of 186,526, an increase of 22% year over year
GAAP net income (loss) of ($17) million, compared to GAAP net income (loss) of ($16) million in the second quarter of 2023.
Non-GAAP net income of $3 million, compared to non-GAAP net income (loss) of ($2) million in the second quarter of 2023.
Adjusted EBITDA of $7 million, compared to Adjusted EBITDA of ($4) million in the second quarter of 2023


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Third Quarter and Full-Year 2024 Guidance
Based on information as of today, ACV is providing the following guidance:
Third Quarter of 2024:
oTotal revenue of $158 million to $162 million, an increase of 33% to 36% year over year
oGAAP net income (loss) of ($22) million to ($20) million
oNon-GAAP net income of $1 million to $3 million
oAdjusted EBITDA of $6 million to $8 million
Full-Year 2024:
oTotal revenue of $615 million to $625 million, an increase of 28% to 30% year over year
oGAAP net income (loss) of ($85) million to ($80) million
oNon-GAAP net income of $3 million to $8 million
oAdjusted EBITDA of $21 million to $25 million
Our financial guidance includes the following assumptions:
Dealer wholesale volumes are expected to continue to improve the back-half of 2024, primarily due to increasing new-vehicle supply and retail sales.
Conversion rates and wholesale price depreciation expected to follow normal seasonal patterns.
Revenue growth is expected to outpace Non-GAAP Operating Expense growth (excluding Cost of Revenue and Depreciation and Amortization) by approximately 10 percentage points.
Third quarter non-GAAP net income guidance excludes approximately $19 million of stock-based compensation expense and approximately $3 million of intangible amortization.
Full-year non-GAAP net income guidance excludes approximately $70 million of stock-based compensation expense and $10 million of intangible amortization.
ACV’s Second Quarter Results Conference Call
ACV will host a conference call and live webcast today, August 7, 2024, at 5:00 p.m. ET to discuss the financial results. To access the live conference call participants are invited to dial 877-704-4453 (international callers please dial 1-201-389-0920) approximately 10 minutes prior to the start of the call. A live webcast and replay of the call will be available on the Company’s investor relations website at https://investors.acvauto.com/. Participants are encouraged to join the webcast unless asking a question.
About ACV Auctions
ACV is on a mission to transform the automotive industry by building the most trusted and efficient digital marketplace and data solutions for sourcing, selling and managing used vehicles with transparency and comprehensive insights that were once unimaginable. ACV offerings include ACV Auctions, ACV Transportation, ACV Capital, ACV MAX, True360, and ClearCar.
For more information about ACV, visit www.acvauto.com.
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Information About Non-GAAP Financial Measures
ACV provides supplemental non-GAAP financial measures to its financial results. We use these non-GAAP financial measures, and we believe that they assist our investors to make period-to-period comparisons of our operating performance because they provide a view of our operating results without items that are not, in our view, indicative of our operating results. These non-GAAP financial measures should not be construed as an alternative to GAAP results as the items excluded from the non-GAAP financial measures often have a material impact on our operating results, certain of those items are recurring, and others often recur. Management uses, and investors should consider, our non-GAAP financial measures only in conjunction with our GAAP results.
Non-GAAP Financial Measures
Adjusted EBITDA is a financial measure that is not presented in accordance with GAAP. We believe that Adjusted EBITDA, when taken together with our financial results presented in accordance with GAAP, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a measure used by management in assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes.
We define Adjusted EBITDA as net loss, adjusted to exclude: depreciation and amortization; stock-based compensation expense; interest (income) expense; provision for income taxes; and other one-time non-recurring items, when applicable, such as acquisition-related and restructuring expenses.
Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of these limitations include that (1) it does not properly reflect capital commitments to be paid in the future; (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures; (3) it does not consider the impact of stock-based compensation expense, (4) it does not reflect other non-operating income and expenses, including interest income and expense, (5) it does not consider the impact of any contingent consideration liability valuation adjustments, (6) it does not reflect tax payments that may represent a reduction in cash available to us, and (7) it does not reflect other one-time, non-recurring items, when applicable, such as acquisition-related and restructuring expenses. In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net loss and other results stated in accordance with GAAP.
Non-GAAP net income (loss), a financial measure that is not presented in accordance with GAAP, provides investors with additional useful information to measure operating performance and current and future liquidity when taken together with our financial results presented in accordance with GAAP. By providing this information, we believe management and the users of the financial statements are better able to understand the financial results of what we consider to be our continuing operations.
We define non-GAAP net income (loss) as net income (loss), adjusted to exclude: stock-based compensation expense, amortization of acquired intangible assets, and other one-time, non-recurring items, when applicable, such as acquisition-related and restructuring expenses.
In the calculation of non-GAAP net income (loss), we exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of equity
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instruments that can impact our non-cash expense. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between our operating results from period to period.
We exclude amortization of acquired intangible assets from the calculation of non-GAAP net income (loss). We believe that excluding the impact of amortization of acquired intangible assets allows for more meaningful comparisons between operating results from period to period as the underlying intangible assets are valued at the time of acquisition and are amortized over several years after the acquisition.
We exclude contingent consideration liability valuation adjustments associated with the purchase consideration of transactions accounted for as business combinations. We also exclude certain other one-time, non-recurring items, when applicable, such as acquisition-related and restructuring expenses, because we do not consider such amounts to be part of our ongoing operations nor are they comparable to prior period nor predictive of future results.
Non-GAAP net income (loss) is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of these limitations include that: (1) it does not consider the impact of stock-based compensation expense; (2) although amortization is a non-cash charge, the underlying assets may need to be replaced and non-GAAP net income (loss) does not reflect these capital expenditures; (3) it does not consider the impact of any contingent consideration liability valuation adjustments; and (4) it does not consider the impact of other one-time charges, such as acquisition-related and restructuring expenses, which could be material to the results of our operations. In addition, our use of non-GAAP net income (loss) may not be comparable to similarly titled measures of other companies because they may not calculate non-GAAP net income (loss) in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider non-GAAP net income (loss) alongside other financial measures, including our net loss other results stated in accordance with GAAP.
Information About Operating and Financial Metrics
We regularly monitor the following operating and financial metrics in order to measure our current performance and estimate our future performance. Our key operating and financial metrics may be calculated in a manner different than similar business metrics used by other companies.
Operating and Financial Metrics
Marketplace GMV - Marketplace GMV is primarily driven by the volume and dollar value of Marketplace Unit transactions. We believe that Marketplace GMV acts as an indicator of our success, signaling satisfaction of dealers and buyers, and the health, scale, and growth of our business. We define Marketplace GMV as the total dollar value of vehicles transacted within the applicable period, excluding any auction and ancillary fees.
Marketplace Units - Marketplace Units is a key indicator of our potential for growth in Marketplace GMV and revenue. It demonstrates the overall engagement of our customers and our market share of wholesale transactions in the United States. We define Marketplace Units as the number of vehicles transacted within the applicable period. Marketplace Units transacted includes any vehicle that successfully reaches sold status, even if the auction is subsequently unwound, meaning the buyer or seller does not complete the transaction. These instances have been immaterial to date. Marketplace Units excludes vehicles that were inspected by ACV, but not sold. Marketplace Units have generally increased over time as we have expanded our territory coverage, added new dealer partners and increased our share of wholesale transactions from existing customers.
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Forward-Looking Statements
This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning our financial guidance for the second quarter of 2024 and the full year of 2024. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. You should not rely on forward-looking statements as predictions of future events.
The forward-looking statements contained in this presentation are based on ACV’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties and changes in circumstances that may cause ACV’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks and uncertainties include, but are not limited to: (1) our history of operating losses; (2) our limited operating history; (3) our ability to effectively manage our growth; (4) our ability to grow the number of participants on our marketplace platform; (5) general market, political, economic, and business conditions; (6) our ability to acquire new customers and successfully retain existing customers; (7) our ability to effectively develop and expand our sales and marketing capabilities; (8) breaches in our security measures, unauthorized access to our marketplace platform, our data, or our customers’ or other users’ personal data; (9) risk of interruptions or performance problems associated with our products and platform capabilities; (10) our ability to adapt and respond to rapidly changing technology or customer needs; (11) our ability to compete effectively with existing competitors and new market entrants; (12) our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the United States and other jurisdictions where we elect to do business; (13) the impact that economic conditions could have on our or our customers’ businesses, financial condition and results of operations; and (14) the impact of such economic conditions in the wholesale dealer market included in our guidance for the third quarter of 2024 and full year 2024, and the related impact on the performance of our marketplace and our operating expenses, stock-based compensation expense and intangible amortization. These and other risks and uncertainties are more fully described in our filings with the Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024. Additional information will be made available in other filings and reports that we may file from time to time with the SEC. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. The forward-looking statements made in this presentation relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect new information or the occurrence of unanticipated events, except as required by law.
Investor Contact:
Tim Fox
tfox@acvauctions.com
Media Contact:
Maura Duggan
mduggan@acvauctions.com
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ACV AUCTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)

Three months ended June 30, Six months ended June 30,
2024   2023 2024 2023
Revenue:
Marketplace and service revenue $ 144,126  $ 109,360  $ 273,940  $ 214,223 
Customer assurance revenue 16,498  14,857  32,373  29,620 
Total revenue 160,624  124,217  306,313  243,843 
Operating expenses:
Marketplace and service cost of revenue (excluding depreciation & amortization) 64,253  50,229  119,946  97,804 
Customer assurance cost of revenue (excluding depreciation & amortization) 14,558  13,474  27,372  25,617 
Operations and technology 39,694  35,303  77,763  71,048 
Selling, general, and administrative 51,912  41,180  105,765  82,892 
Depreciation and amortization 8,848  3,821  16,635  7,106 
Total operating expenses 179,265  144,007  347,481  284,467 
Loss from operations (18,641) (19,790) (41,168) (40,624)
Other income (expense):
Interest income 2,329  4,720  5,360  8,016 
Interest expense (606) (451) (1,141) (766)
Total other income (expense) 1,723  4,269  4,219  7,250 
Loss before income taxes (16,918) (15,521) (36,949) (33,374)
Provision for income taxes 145  61  585  408 
Net loss $ (17,063) $ (15,582) $ (37,534) $ (33,782)
Weighted-average shares - basic and diluted 164,383,588 159,463,851 163,636,615 159,090,377
Net loss per share - basic and diluted $ (0.10) $ (0.10) $ (0.23) $ (0.21)



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ACV AUCTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)


June 30,
2024
December 31,
2023
Assets
Current Assets:
Cash and cash equivalents $ 214,972  $ 182,571 
Marketable securities 57,675  228,761 
Trade receivables (net of allowance of $5,507 and $2,868) 208,560  164,009 
Finance receivables (net of allowance of $3,192 and $3,428) 120,936  119,034 
Other current assets 11,941  12,524 
Total current assets 614,084  706,899 
Property and equipment (net of accumulated depreciation of $4,045 and $4,462) 7,491  4,918 
Real estate held for sale 14,100  — 
Goodwill 175,883  103,379 
Acquired intangible assets (net of amortization of $22,662 and $17,534) 102,037  34,192 
Capitalized software (net of amortization of $26,856 and $17,059) 62,985  55,771 
Other assets 34,267  17,765 
Total assets $ 1,010,847  $ 922,924 
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 367,873  $ 305,845 
Accrued payroll 9,934  12,245 
Accrued other liabilities 34,336  15,851 
Total current liabilities 412,143  333,941 
Long-term debt 110,000  115,000 
Other long-term liabilities 31,087  17,455 
Total liabilities 553,230  466,396 
Commitments and Contingencies
Stockholders' Equity:
Preferred Stock —  — 
Common Stock - Class A 152  139 
Common Stock - Class B 14  23 
Additional paid-in capital 919,216  880,510 
Accumulated deficit (460,149) (422,615)
Accumulated other comprehensive loss (1,616) (1,529)
Total stockholders' equity 457,617  456,528 
Total liabilities and stockholders' equity $ 1,010,847  $ 922,924 


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ACV AUCTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six months ended June 30,
2024 2023
Cash Flows from Operating Activities
Net income (loss) $ (37,534) $ (33,782)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 16,682  7,320 
Stock-based compensation expense, net of amounts capitalized 29,794  23,407 
Provision for bad debt 5,055  5,807 
Other non-cash, net 119  (575)
Changes in operating assets and liabilities, net of effects from purchases of businesses:
Trade receivables (19,158) 27,102 
Other operating assets 3,036  1,622 
Accounts payable 37,641  (9,075)
Other operating liabilities 11,856  1,530 
Net cash provided by (used in) operating activities 47,491  23,356 
Cash Flows from Investing Activities
Net increase in finance receivables (1,851) (22,265)
Purchases of property and equipment (2,872) (880)
Capitalization of software costs (14,855) (12,826)
Purchases of marketable securities (21,607) (88,058)
Maturities and redemptions of marketable securities 69,699  74,490 
Sales of marketable securities 122,698  2,402 
Acquisition of businesses (net of cash acquired) (155,209) (12,000)
Net cash provided by (used in) investing activities (3,997) (59,137)
Cash Flows from Financing Activities
Proceeds from long term debt 340,000  200,000 
Payments towards long term debt (345,000) (170,500)
Payment of debt issuance costs (1,702) — 
Proceeds from exercise of stock options 6,812  2,774 
Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders (13,110) (6,635)
Proceeds from employee stock purchase plan 1,998  1,330 
Other financing activities (23) — 
Net cash provided by (used in) financing activities (11,025) 26,969 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (68)
Net increase (decrease) in cash, cash equivalents, and restricted cash 32,401  (8,805)
Cash, cash equivalents, and restricted cash, beginning of period 182,571  280,752 
Cash, cash equivalents, and restricted cash, end of period $ 214,972  $ 271,947 



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The following table presents a reconciliation of non-GAAP net income (loss) to net income (loss), the most directly comparable financial measure stated in accordance with GAAP, for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Net income (loss) $ (17,063) $ (15,582) $ (37,534) $ (33,782)
Stock-based compensation 14,965  11,902  29,794  23,407 
Amortization of acquired intangible assets 3,013  1,268  5,226  2,440 
Amortization of capitalized stock based compensation 980  248  1,908  525 
Acquisition-related costs 1,187  317  3,306  523 
Litigation-related costs (1)
—  —  1,553  — 
Other 145  —  189  — 
Non-GAAP Net income (loss) $ 3,227  $ (1,847) $ 4,442  $ (6,887)
(1) Litigation-related costs are related to an anti-competition case which we do not consider to be representative of our underlying operating performance

The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure stated in accordance with GAAP, for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Adjusted EBITDA Reconciliation
Net income (loss) $ (17,063) $ (15,582) $ (37,534) $ (33,782)
Depreciation and amortization 8,880  3,928  16,682  7,320 
Stock-based compensation 14,965  11,902  29,794  23,407 
Interest (income) expense (1,723) (4,269) (4,219) (7,250)
Provision for income taxes 145  61  585  408 
Acquisition-related costs 1,187  317  3,306  523 
Litigation-related costs (1)
—  —  1,553  — 
Other 687  121  1,180  218 
Adjusted EBITDA $ 7,078  $ (3,522) $ 11,347  $ (9,156)
(1) Litigation-related costs are related to an anti-competition case which we do not consider to be representative of our underlying operating performance

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The following table presents a reconciliation of non-GAAP net income (loss) to GAAP net income (loss), the most directly comparable financial measure stated in accordance with GAAP, for the periods presented (in millions):
Q3'24
FY24
Non-GAAP net income (loss) to net income (loss) guidance Reconciliation
Net income (loss) ($22) - ($20)
($85) - ($80)
Non-GAAP Adjustments:
Stock-based compensation $19 $70
Intangible amortization
$3 $10
Amortization of capitalized stock-based compensation
$1 $3
Acquisition-related costs —  $3
Other —  $2
Non-GAAP net income (loss)
$1 - $3
$3 - $8
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