Financial Data and Key Metrics Changes - Q2 revenue was $194 million, representing a 21% year-over-year growth, with 210,000 vehicles sold, marking a 13% increase despite market deceleration [7][19]. - Adjusted EBITDA was $19 million, at the midpoint of guidance, with a margin improvement of 520 basis points year-over-year [20]. - Non-GAAP net income was also at the midpoint of guidance, with a margin increase of 430 basis points year-over-year [20]. Business Line Data and Key Metrics Changes - Auction and assurance revenue accounted for 57% of total revenue, growing 20% year-over-year, reflecting 13% unit growth and an average revenue per unit (ARPU) of $523, which grew 6% [20]. - Marketplace services revenue comprised 39% of total revenue, growing 25% year-over-year, driven by record revenue for ACV Transport and ACV Capital [21]. - SaaS and data services products made up 4% of total revenue, with revenue approximately flat year-over-year [21]. Market Data and Key Metrics Changes - The company observed a 300 basis point year-over-year increase in trade retention rates, indicating dealers are keeping more vehicles for retail purposes [87]. - The overall market is expected to be flat to slightly down for the full year, influenced by macroeconomic factors and dealer behavior [65][87]. Company Strategy and Development Direction - The company focuses on three pillars for long-term shareholder value: growth, innovation, and scale [8]. - The strategy includes leveraging AI across solutions to enhance pricing accuracy and improve dealer engagement [8][14]. - The company is expanding its addressable market through new product offerings and partnerships, including a commercial platform and greenfield locations [17][118]. Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving strong top-line growth of at least 20% year-over-year despite macroeconomic challenges [5][25]. - The company trimmed its 2025 revenue guidance by $5 million at the midpoint, now expecting revenue in the range of $765 million to $775 million [25]. - Management noted that conversion rates improved in July, indicating a potential recovery in market conditions [24][38]. Other Important Information - The company ended Q2 with $305 million in cash and cash equivalents and $187 million in debt, reflecting a strong capital structure [23]. - The company is investing in its remarketing center strategy and commercial platform, expecting operating expenses to grow approximately 11% in 2025 [22][26]. Q&A Session Summary Question: Clarification on unit growth headwind - Management clarified that the 500 basis point unit growth headwind was due to lower conversion rates than anticipated, not solely due to higher retention rates [31][34]. Question: Competitive dynamics in the marketplace - Management indicated that the slight dip in conversion rates was consistent across the industry, with both macroeconomic factors and company initiatives influencing performance [37][39]. Question: Progress on pricing engine and auction liquidity - Management reported significant progress in their pricing engine, with guaranteed sales accounting for 15% of units sold by the end of Q2, indicating strong auction liquidity [44][47]. Question: Outlook on Amazon partnership and AI solutions - Management stated that while they are investing in partnerships and AI solutions, they do not expect material contributions to revenue this year, focusing instead on long-term benefits [55][57]. Question: Organic growth rate excluding acquisitions - Management noted that the recent acquisition contributed about 1% to dealer unit growth in Q2, with other acquisitions prior to Q2 last year not affecting organic growth [114]. Question: Commercial opportunities and greenfield locations - Management expressed excitement about their greenfield strategy, with the first location in Houston going live and plans for additional locations in the future [116][118].

Financial Data and Key Metrics Changes - Q2 revenue was $194 million, representing a 21% year-over-year growth, and the company sold 210,000 vehicles, which is a 13% increase year-over-year despite market deceleration [6][19][20] - Adjusted EBITDA was $19 million, at the midpoint of guidance, with a margin improvement of 520 basis points year-over-year [20][25] - Non-GAAP net income was also at the midpoint of guidance, with a margin increase of 430 basis points year-over-year [20] Business Line Data and Key Metrics Changes - Auction and assurance revenue accounted for 57% of total revenue, growing 20% year-over-year, driven by 13% unit growth and an average revenue per unit (ARPU) of $523, which increased by 6% [20] - Marketplace services revenue made up 39% of total revenue, growing 25% year-over-year, reflecting record revenue for ACV Transport and ACV Capital [20] - SaaS and data services products comprised 4% of total revenue, with revenue approximately flat year-over-year [21] Market Data and Key Metrics Changes - The company observed a 300 basis point increase in trade retention rates year-over-year, indicating dealers are keeping more vehicles for retail purposes [90] - Conversion rates decreased during the quarter but showed improvement in July, aligning with normal seasonal patterns [24][38] Company Strategy and Development Direction - The company focuses on three pillars for long-term shareholder value: growth, innovation, and scale, leveraging AI across its suite of solutions to enhance dealer experiences [5][7] - The company is expanding its total addressable market (TAM) and competitive moat through innovative product offerings and partnerships, including a new commercial platform [17][28] - The company is committed to maintaining adjusted EBITDA guidance while investing in long-term growth objectives, expecting a revenue growth of at least 20% year-over-year [5][25] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in executing a profitable growth strategy despite challenging market conditions, with expectations for strong top-line growth [4][6] - The company trimmed its 2025 revenue guidance by $5 million to reflect ongoing macroeconomic challenges, now expecting revenue in the range of $765 million to $775 million [25][106] - Management noted that while the market may be flat to slightly down, they anticipate returning to mid-teens market share gains in the future [64][90] Other Important Information - The company is excited about the upcoming launch of its first greenfield location in Houston, Texas, which will enhance its commercial platform capabilities [17][120] - The company is actively working on integrating new technology and data products to improve pricing accuracy and auction liquidity [42][46] Q&A Session Summary Question: Clarification on unit growth headwind - Management clarified that the 500 basis point unit growth headwind was due to lower conversion rates than anticipated, while dealers are retaining more vehicles [31][34][36] Question: Competitive dynamics in the marketplace - Management indicated that the slight dip in conversion rates was consistent across the industry, with improvements noted at the start of the current quarter [38][39] Question: Progress on pricing engine and auction liquidity - Management reported significant progress in their pricing engine, achieving a close estimate of vehicle sale prices, which enhances auction liquidity [42][45] Question: Amazon partnership and geographic expansion of AI tools - Management stated that while they are investing in partnerships and new capabilities, they do not expect material contributions from these initiatives in the current year [52][56] Question: Drivers of deceleration relative to the broader industry - Management emphasized that while growth has slowed, they remain confident in their ability to gain market share and expect a return to mid-teens growth [62][64] Question: Update on ClearCar and market success - Management highlighted strong performance from ClearCar, particularly in supply-constrained markets, and noted plans to integrate new features with their offerings [96][101]

Financial Performance - ACV Auctions' Q2-25 revenue reached $194 million, a 21% year-over-year increase compared to $161 million in Q2-24[13] - Adjusted EBITDA for Q2-25 was $19 million, significantly higher than the $7 million in Q2-24[13] - Marketplace units in Q2-25 totaled 210,000, up from 187,000 in Q2-24[13] - The company anticipates full year 2025 revenue to be between $765 million and $775 million, representing a year-over-year growth of 20% to 22%[70] - Adjusted EBITDA for the full year 2025 is projected to be between $68 million and $72 million, with an Adjusted EBITDA margin of approximately 9%[70] Revenue Streams - SaaS & Data Services accounted for 57% of revenue in Q2-25, showing approximately flat year-over-year growth[60] - Data-enabled solutions contributed 38% to the revenue in Q2-25, with a 25% year-over-year increase[60] - Marketplace Services made up 5% of the revenue in Q2-25, reflecting a 20% year-over-year increase[60] Operational Efficiency - Non-GAAP cost of revenue decreased from 49% of revenue in Q2-24 to 47% in Q2-25[63] - Non-GAAP operating expenses (excluding cost of revenue) also decreased from 50% of revenue in Q2-24 to 47% in Q2-25[63] Capital and Cash Flow - As of June 30, 2025, ACV Auctions had $305 million in cash, cash equivalents, and marketable securities[68] - Operating cash flow for the first half of 2025 was $80 million, a 70% increase year-over-year compared to $47 million in the first half of 2024[68]

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents ACV Auctions Inc.'s unaudited condensed consolidated financial statements for Q2 and H1 2025 and 2024, including operations, balance sheets, cash flows, and notes [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Total revenue for Q2 2025 increased 20.6% to **$193.7 million**, with net loss narrowing to **$7.3 million** from **$17.1 million** year-over-year Condensed Consolidated Statements of Operations (in thousands) | | Three months ended June 30, | Six months ended June 30, | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Total revenue** | $193,703 | $160,624 | $376,400 | $306,313 | | **Total operating expenses** | $200,898 | $179,265 | $398,026 | $347,481 | | **Loss from operations** | $(7,195) | $(18,641) | $(21,626) | $(41,168) | | **Net loss** | $(7,298) | $(17,063) | $(22,115) | $(37,534) | | **Net loss per share - basic and diluted** | $(0.04) | $(0.10) | $(0.13) | $(0.23) | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$1.14 billion** from **$984.1 million**, with liabilities rising to **$689.5 million** and equity at **$448.8 million** Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $737,935 | $593,197 | | **Total assets** | $1,138,273 | $984,149 | | **Total current liabilities** | $462,658 | $381,166 | | **Total liabilities** | $689,490 | $544,145 | | **Total stockholders' equity** | $448,783 | $440,004 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations for H1 2025 significantly increased to **$80.3 million**, with **$93.6 million** used in investing and **$47.4 million** provided by financing activities Six Months Ended June 30, Cash Flows (in thousands) | | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $80,339 | $47,491 | | **Net cash used in investing activities** | $(93,646) | $(3,997) | | **Net cash provided by (used in) financing activities** | $47,398 | $(11,025) | | **Net increase in cash, cash equivalents, and restricted cash** | $34,300 | $32,401 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's accounting policies and financial statement items, covering business nature, financial instruments, revenue, debt, compensation, acquisitions, and segments * The company operates in a single reportable segment, providing a wholesale auction marketplace for used vehicles, primarily in North America, with services including digital marketplaces, remarketing centers, data, transportation, and financing[27](index=27&type=chunk)[28](index=28&type=chunk)[71](index=71&type=chunk) Disaggregated Marketplace and Service Revenue (in thousands) | | Three months ended June 30, 2025 | Six months ended June 30, 2025 | | :--- | :--- | :--- | | Auction marketplace revenue | $92,267 | $182,250 | | Other marketplace revenue | $75,397 | $143,074 | | Data services revenue | $8,331 | $16,608 | | **Total** | **$175,995** | **$341,932** | * In Q2 2025, the company amended its 2021 Revolver, increasing borrowing capacity from **$160 million** to **$250 million** and extending maturity to June 2030[50](index=50&type=chunk) * The company completed four business acquisitions during 2024, including Indiana Auto Auction, 166 Auto Auction, and Alliance Auto Auctions, to expand offerings to dealers and commercial partners[63](index=63&type=chunk)[64](index=64&type=chunk)[67](index=67&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 and H1 2025 financial results, highlighting a 22% revenue increase, improved profitability, narrowed net loss, and increased Adjusted EBITDA, covering key metrics, operations, liquidity, and debt Key Operating and Financial Metrics | | Three Months ended June 30, 2025 | Three Months ended June 30, 2024 | | :--- | :--- | :--- | | **Marketplace Units** | 210,429 | 186,526 | | **Marketplace GMV** | $2.7 billion | $2.4 billion | | **Adjusted EBITDA** | $18.6 million | $7.1 million | * Revenue growth was primarily volume-driven, with Marketplace Units increasing **13% YoY** for Q2 2025, also boosted by higher buyer fee rates and ancillary service adoption[121](index=121&type=chunk)[122](index=122&type=chunk) * Operating expenses as a percentage of revenue decreased across major categories, indicating improved operating leverage as the company scales[124](index=124&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) * The company's liquidity remains strong with **$258.4 million** in cash and cash equivalents and **$46.4 million** in marketable securities as of June 30, 2025, sufficient for the next 12 months[157](index=157&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) This section compares Q2 and H1 2025 and 2024 financial results, showing Q2 2025 total revenue growth of **20.6%** to **$193.7 million** and improved operating loss Revenue Comparison - Q2 2025 vs Q2 2024 (in thousands) | Revenue Type | Q2 2025 | Q2 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Marketplace and service | $175,995 | $144,126 | $31,869 | 22% | | Customer assurance | $17,708 | $16,498 | $1,210 | 7% | | **Total Revenue** | **$193,703** | **$160,624** | **$33,079** | **20.6%** | Operating Expenses Comparison - Q2 2025 vs Q2 2024 (in thousands) | Expense Category | Q2 2025 | Q2 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Marketplace and service cost | $74,319 | $64,253 | $10,066 | 16% | | Customer assurance cost | $16,909 | $14,558 | $2,351 | 16% | | Operations and technology | $45,801 | $39,694 | $6,107 | 15% | | Selling, general, and administrative | $52,972 | $51,912 | $1,060 | 2% | | Depreciation and amortization | $10,897 | $8,848 | $2,049 | 23% | [Non-GAAP Financial Measures](index=37&type=section&id=Non-GAAP%20Financial%20Measures) The company uses Adjusted EBITDA and Non-GAAP Net Income (Loss) to evaluate performance, with Q2 2025 Adjusted EBITDA significantly increasing to **$18.6 million** from **$7.1 million** Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | | Three months ended June 30, | Six months ended June 30, | | :--- | :--- | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Net loss** | $(7,298) | $(17,063) | $(22,115) | $(37,534) | | Depreciation and amortization | 10,904 | 8,880 | 21,450 | 16,682 | | Stock-based compensation | 15,454 | 14,965 | 32,028 | 29,794 | | Other adjustments | (483) | 286 | 818 | 1,875 | | **Adjusted EBITDA** | **$18,577** | **$7,078** | **$32,485** | **$11,347** | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had **$258.4 million** in cash, **$46.4 million** in marketable securities, and **$186.5 million** in long-term debt, with improved H1 2025 operating cash flow * Principal sources of liquidity include **$258.4 million** in cash and cash equivalents, **$46.4 million** in marketable securities, and cash flow from operations[157](index=157&type=chunk) * The company has two main debt facilities: the 2021 Revolver with **$250 million** capacity (**$100.0 million** drawn) and a Warehouse Facility with **$125 million** capacity (**$86.5 million** drawn) for auto floorplan loans[162](index=162&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) Summary of Cash Flows - Six Months Ended June 30 (in thousands) | | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $80,339 | $47,491 | | Net cash used in investing activities | $(93,646) | $(3,997) | | Net cash provided by (used in) financing activities | $47,398 | $(11,025) | [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations, affecting interest income and variable-rate debt, with **$186.5 million** in SOFR-indexed borrowings as of June 30, 2025 * The primary market risk is interest rate risk, impacting both interest-earning assets and variable-rate debt[181](index=181&type=chunk) * As of June 30, 2025, the company had **$186.5 million** in variable-rate borrowings indexed to SOFR, where interest rate increases will lead to higher expense[183](index=183&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter * The CEO and CFO concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[185](index=185&type=chunk) * No material changes in internal control over financial reporting were identified during the quarter[186](index=186&type=chunk) [PART II. OTHER INFORMATION](index=43&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material pending or threatened litigation that would adversely affect its business or financial results * The company states it is not presently subject to any material litigation[189](index=189&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024, were reported * No material changes to risk factors were reported since the last Annual Report[190](index=190&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) This section discloses the adoption, modification, or termination of Rule 10b5-1 trading plans by Section 16 officers during Q2 2025, including actions by the CEO, CAO, COO, and CFO * CFO William Zerella terminated a trading plan on April 7, 2025[196](index=196&type=chunk) * CAO Andrew Peer adopted a trading plan on June 11, 2025[196](index=196&type=chunk) * COO Vikas Mehta modified a trading plan on June 12, 2025, and CEO George Chamoun adopted a new trading plan on June 13, 2025[199](index=199&type=chunk) [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the Amended and Restated Certificate of Incorporation, CEO and CFO certifications, and XBRL data files * Key exhibits filed include the Amended and Restated Certificate of Incorporation, Employee Stock Purchase Plan, and Sarbanes-Oxley Act certifications from the Principal Executive Officer and Principal Financial Officer[200](index=200&type=chunk)

Executive Summary [Second Quarter 2025 Performance Highlights](index=1&type=section&id=Second%20Quarter%202025%20Performance%20Highlights) ACV delivered record revenue and Adjusted EBITDA in Q2 2025, driven by continued market share gains and strong adoption of its Marketplace Services, despite challenging market conditions in the latter half of the quarter Q2 2025 Key Performance Metrics | Metric | Q2 2025 | Q2 2024 | YoY Change | | :-------------------------- | :------ | :------ | :--------- | | Revenue | $194M | $160.6M | +21% | | Marketplace & Service Revenue | $176M | $144.1M | +22% | | Marketplace GMV | $2.7B | $2.4B | +12% | | Marketplace Units | 210,429 | 186,220 | +13% | | GAAP Net Income (Loss) | ($7M) | ($17M) | Improved | | Non-GAAP Net Income | $12M | $3M | +$9M | | Adjusted EBITDA | $19M | $7M | +$12M | [CEO Commentary and Market Outlook](index=1&type=section&id=CEO%20Commentary%20and%20Market%20Outlook) CEO George Chamoun expressed satisfaction with record Q2 results, attributing success to market share gains and Marketplace Services adoption. He noted a modest year-over-year growth in the dealer wholesale market, which decelerated due to weakening retail demand and elevated trade retention, leading to an updated revenue guidance while maintaining profitability objectives - **Record revenue and Adjusted EBITDA** achieved despite challenging market conditions in the back half of Q2 2025[3](index=3&type=chunk) - Results were driven by **continued market share gains and strong adoption of Marketplace Services**[3](index=3&type=chunk) - The dealer wholesale market grew **modestly year-over-year**, with **growth decelerating** due to weakening retail demand and elevated trade retention rates[4](index=4&type=chunk) - **Revenue guidance was updated** to reflect macroeconomic crosscurrents, while the **midpoint of Adjusted EBITDA guidance was maintained**, reflecting commitment to profitability[4](index=4&type=chunk) Company Overview [About ACV Auctions](index=2&type=section&id=About%20ACV%20Auctions) ACV (NYSE: ACVA) is a leading digital automotive marketplace and data services partner dedicated to transforming the used vehicle industry. The company provides trusted and efficient solutions for sourcing, selling, and managing used vehicles with enhanced transparency and insights, offering services such as ACV Auctions, ACV Transportation, ACV Capital, ACV MAX, True360, and ClearCar - ACV's mission is to transform the automotive industry by building the most trusted and efficient digital marketplace and data solutions for sourcing, selling, and managing used vehicles[9](index=9&type=chunk) - ACV offerings include ACV Auctions, ACV Transportation, ACV Capital, ACV MAX, True360, and ClearCar[9](index=9&type=chunk) Financial Guidance [Third Quarter 2025 Guidance](index=2&type=section&id=Third%20Quarter%202025%20Guidance) ACV projects total revenue for the third quarter of 2025 to be between $198 million and $203 million, representing a year-over-year increase of 16% to 18%. Non-GAAP net income is expected to be $11 million to $13 million, with Adjusted EBITDA projected at $18 million to $20 million Q3 2025 Financial Guidance | Metric | Q3 2025 Guidance | | :-------------------- | :--------------- | | Total revenue | $198M - $203M | | YoY Growth | 16% - 18% | | GAAP net income (loss)| ($13M) - ($11M) | | Non-GAAP net income | $11M - $13M | | Adjusted EBITDA | $18M - $20M | [Full-Year 2025 Guidance](index=2&type=section&id=Full-Year%202025%20Guidance) For the full year 2025, ACV anticipates total revenue of $765 million to $775 million, reflecting a 20% to 22% year-over-year growth. The company expects a GAAP net loss of ($51) million to ($47) million, with non-GAAP net income projected at $38 million to $42 million and Adjusted EBITDA at $68 million to $72 million Full-Year 2025 Financial Guidance | Metric | Full-Year 2025 Guidance | | :-------------------- | :---------------------- | | Total revenue | $765M - $775M | | YoY Growth | 20% - 22% | | GAAP net income (loss)| ($51M) - ($47M) | | Non-GAAP net income | $38M - $42M | | Adjusted EBITDA | $68M - $72M | [Guidance Assumptions](index=2&type=section&id=Guidance%20Assumptions) Key assumptions underpinning ACV's financial guidance include a flat to modestly down dealer wholesale market year-over-year in 2025. Conversion rates and wholesale price depreciation are expected to follow normal seasonal patterns, and non-GAAP Operating Expense (excluding Cost of Revenue) is projected to increase approximately 11% year-over-year - The dealer wholesale market is expected to be **flat to modestly down year over year in 2025**[10](index=10&type=chunk) - Conversion rates and wholesale price depreciation are expected to follow normal seasonal patterns[10](index=10&type=chunk) - Non-GAAP Operating Expense (excluding Cost of Revenue) is expected to increase approximately **11% year-over-year**[10](index=10&type=chunk) Non-GAAP Financial Measures [Definition and Rationale](index=2&type=section&id=Definition%20and%20Rationale) ACV provides supplemental non-GAAP financial measures to offer investors a clearer view of operating performance by excluding items not indicative of core results. These measures, while useful for period-to-period comparisons and internal management, should not be considered alternatives to GAAP results due to their material impact and recurring nature - Non-GAAP financial measures assist investors in making period-to-period comparisons by providing a view of operating results without items not indicative of core operations[10](index=10&type=chunk)[11](index=11&type=chunk) - These measures are used by management for assessing business health, determining incentive compensation, and evaluating operating performance, as well as for internal planning and forecasting[12](index=12&type=chunk) - Non-GAAP measures should not be construed as an alternative to GAAP results, as excluded items often have a material impact and can be recurring[11](index=11&type=chunk) [Adjusted EBITDA](index=4&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA is defined 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. While used by management for business assessment, it has limitations, such as not reflecting capital commitments, stock-based compensation, or tax payments, and may not be comparable to other companies' measures - Adjusted EBITDA is defined 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[13](index=13&type=chunk) - Limitations include not reflecting future capital commitments, the need to replace underlying assets (despite non-cash D&A), stock-based compensation impact, non-operating income/expenses, contingent consideration adjustments, and tax payments[14](index=14&type=chunk) - The measure may not be comparable to similarly titled measures of other companies due to varying calculation methods[14](index=14&type=chunk) [Non-GAAP Net Income (Loss) and Operating Expenses](index=4&type=section&id=Non-GAAP%20Net%20Income%20(Loss)%20and%20Operating%20Expenses) Non-GAAP net income (loss) and non-GAAP operating expenses are defined by excluding stock-based compensation expense, amortization of acquired intangible assets, and other one-time, non-recurring items from their GAAP counterparts. These adjustments aim to facilitate more meaningful period-to-period comparisons by removing non-cash or non-recurring impacts, but they also carry limitations similar to Adjusted EBITDA, such as not reflecting capital expenditures or certain one-time charges - Non-GAAP net income (loss) is defined as net income (loss) adjusted to exclude stock-based compensation expense, amortization of acquired intangible assets, and other one-time, non-recurring items[16](index=16&type=chunk) - Non-GAAP operating expenses are defined by excluding the same items as non-GAAP net income (loss)[16](index=16&type=chunk) - Exclusions are made to allow for more meaningful comparisons between operating results from period to period, particularly for stock-based compensation (due to valuation variability) and acquired intangible asset amortization (due to non-cash, multi-year impact)[17](index=17&type=chunk) Operating and Financial Metrics [Marketplace GMV](index=5&type=section&id=Marketplace%20GMV) Marketplace GMV (Gross Merchandise Value) is a key indicator of ACV's business health, scale, and growth, primarily driven by the volume and dollar value of Marketplace Unit transactions. It is defined as the total dollar value of vehicles transacted within a period, excluding auction and ancillary fees - Marketplace GMV is primarily driven by the volume and dollar value of Marketplace Unit transactions[21](index=21&type=chunk) - It acts as an indicator of ACV's success, signaling dealer and buyer satisfaction, and the health, scale, and growth of the business[21](index=21&type=chunk) - Marketplace GMV is defined as the total dollar value of vehicles transacted within the applicable period, excluding any auction and ancillary fees[21](index=21&type=chunk) [Marketplace Units](index=5&type=section&id=Marketplace%20Units) Marketplace Units is a crucial metric for ACV's potential growth in GMV and revenue, reflecting customer engagement and market share in wholesale transactions. It represents the number of vehicles successfully transacted, even if subsequently unwound (which has been immaterial). This metric has generally increased with territory expansion, new dealer partnerships, and increased share from existing customers - Marketplace Units is a key indicator of potential for growth in Marketplace GMV and revenue[22](index=22&type=chunk) - It demonstrates overall customer engagement and market share of wholesale transactions in the United States[22](index=22&type=chunk) - Marketplace Units are defined as the number of vehicles transacted within the applicable period, including those successfully sold even if subsequently unwound[22](index=22&type=chunk)[23](index=23&type=chunk) Financial Statements (Unaudited) [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The unaudited condensed consolidated statements of operations detail ACV's financial performance for the three and six months ended June 30, 2025, and 2024. For Q2 2025, total revenue reached $193.7 million, leading to a net loss of ($7.3) million, an improvement compared to a net loss of ($17.1) million in Q2 2024 Condensed Consolidated Statements of Operations | Metric (in thousands) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Marketplace and service revenue | $175,995 | $144,126 | $341,932 | $273,940 | | Customer assurance revenue | $17,708 | $16,498 | $34,468 | $32,373 | | **Total revenue** | **$193,703** | **$160,624** | **$376,400** | **$306,313** | | Total operating expenses | $200,898 | $179,265 | $398,026 | $347,481 | | Loss from operations | ($7,195) | ($18,641) | ($21,626) | ($41,168) | | **Net loss** | **($7,298)** | **($17,063)** | **($22,115)** | **($37,534)** | | Net loss per share - basic and diluted | ($0.04) | ($0.10) | ($0.13) | ($0.23) | [Condensed Consolidated Balance Sheets](index=10&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The unaudited condensed consolidated balance sheets present ACV's financial position as of June 30, 2025, and December 31, 2024. Total assets increased to $1,138.3 million from $984.1 million, primarily driven by growth in current assets such as cash, trade receivables, and finance receivables. Total liabilities also rose to $689.5 million from $544.1 million, mainly due to increases in accounts payable and long-term debt Condensed Consolidated Balance Sheets | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $258,365 | $224,065 | | Trade receivables (net) | $209,880 | $168,770 | | Finance receivables (net) | $207,068 | $139,045 | | **Total current assets** | **$737,935** | **$593,197** | | **Total assets** | **$1,138,273**| **$984,149** | | Accounts payable | $430,646 | $345,605 | | **Total current liabilities** | **$462,658** | **$381,166** | | Long-term debt | $186,500 | $123,000 | | **Total liabilities** | **$689,490** | **$544,145** | | Total stockholders' equity | $448,783 | $440,004 | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The unaudited condensed consolidated statements of cash flows illustrate ACV's cash movements for the six months ended June 30, 2025, and 2024. Net cash provided by operating activities significantly increased to $80.3 million in 2025 from $47.5 million in 2024. Investing activities resulted in a net cash outflow of ($93.6) million, while financing activities provided $47.4 million, leading to a net increase in cash of $34.3 million Condensed Consolidated Statements of Cash Flows | Metric (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $80,339 | $47,491 | | Net cash used in investing activities | ($93,646) | ($3,997) | | Net cash provided by (used in) financing activities | $47,398 | ($11,025) | | Net increase in cash, cash equivalents, and restricted cash | $34,300 | $32,401 | | Cash, cash equivalents, and restricted cash, end of period | $258,365 | $214,972 | Non-GAAP Reconciliations [Non-GAAP Net Income (Loss) Reconciliation](index=12&type=section&id=Non-GAAP%20Net%20Income%20(Loss)%20Reconciliation) This section provides a reconciliation of GAAP net income (loss) to non-GAAP net income (loss) for the three and six months ended June 30, 2025, and 2024. For Q2 2025, non-GAAP net income was $12.3 million, a significant improvement from the GAAP net loss of ($7.3) million, primarily due to adjustments for stock-based compensation and amortization of acquired intangible assets Non-GAAP Net Income (Loss) Summary | Metric (in thousands) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) (GAAP) | ($7,298) | ($17,063) | ($22,115) | ($37,534) | | Stock-based compensation | $15,454 | $14,965 | $32,028 | $29,794 | | Amortization of acquired intangible assets | $2,591 | $3,013 | $5,364 | $5,226 | | Non-GAAP Net income (loss) | $12,251 | $3,227 | $19,747 | $4,442 | [Adjusted EBITDA Reconciliation](index=12&type=section&id=Adjusted%20EBITDA%20Reconciliation) This table reconciles GAAP net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2025, and 2024. Adjusted EBITDA for Q2 2025 was $18.6 million, substantially higher than the GAAP net loss of ($7.3) million, after accounting for depreciation, amortization, stock-based compensation, interest, taxes, and other adjustments Adjusted EBITDA Summary | Metric (in thousands) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) (GAAP) | ($7,298) | ($17,063) | ($22,115) | ($37,534) | | Depreciation and amortization | $10,904 | $8,880 | $21,450 | $16,682 | | Stock-based compensation | $15,454 | $14,965 | $32,028 | $29,794 | | Interest expense (income) | $134 | ($1,723) | $155 | ($4,219) | | Provision for income taxes | ($31) | $145 | $334 | $585 | | Adjusted EBITDA | $18,577 | $7,078 | $32,485 | $11,347 | [Non-GAAP Operating Expenses Reconciliation](index=13&type=section&id=Non-GAAP%20Operating%20Expenses%20Reconciliation) This reconciliation details the adjustments from GAAP total operating expenses to non-GAAP total operating expenses (excluding cost of revenue) for the three and six months ended June 30, 2025, and 2024. For Q2 2025, non-GAAP total operating expenses (excluding cost of revenue) were $90.4 million, compared to GAAP total operating expenses of $200.9 million, after excluding cost of revenue, stock-based compensation, and amortization of acquired intangibles Non-GAAP Operating Expenses Summary | Metric (in thousands) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total operating expenses (GAAP) | $200,898 | $179,265 | $398,026 | $347,481 | | Marketplace and service cost of revenue | ($74,319) | ($64,253) | ($143,721) | ($119,946) | | Customer assurance cost of revenue | ($16,909) | ($14,558) | ($30,886) | ($27,372) | | Stock-based compensation | ($15,173) | ($14,759) | ($31,442) | ($29,339) | | Amortization of acquired intangible assets | ($2,591) | ($3,013) | ($5,364) | ($5,226) | | Non-GAAP Total operating expenses (excluding cost of revenue) | $90,402 | $80,370 | $182,143 | $158,640 | [Non-GAAP Guidance Reconciliation](index=13&type=section&id=Non-GAAP%20Guidance%20Reconciliation) This table provides a reconciliation of non-GAAP net income (loss) to GAAP net income (loss) guidance for the third quarter and full year 2025. For Q3 2025, non-GAAP net income guidance is $11 million to $13 million, adjusted from a GAAP net loss guidance of ($13) million to ($11) million, primarily by adding back stock-based compensation and intangible amortization Non-GAAP Guidance Summary | Metric (in millions) | Three months ended September 30, 2025 | Year ended December 31, 2025 | | :-------------------------------- | :------------------------------------ | :--------------------------- | | Net income (loss) (GAAP) | ($13) - ($11) | ($51) - ($47) | | Non-GAAP Adjustments: | | | | Stock-based compensation | $19 | $70 | | Intangible amortization | $3 | $11 | | Amortization of capitalized stock-based compensation | $2 | $6 | | Other | — | $2 | | Non-GAAP net income | $11 - $13 | $38 - $42 | Forward-Looking Statements & Contacts [Forward-Looking Statements](index=7&type=section&id=Forward-Looking%20Statements) This presentation contains forward-looking statements regarding ACV's financial guidance and future events, which are based on current assumptions and subject to substantial risks and uncertainties. These risks include operating losses, limited operating history, ability to manage growth, market conditions, competition, and compliance. Readers are cautioned not to rely on these statements as predictions of future events and are directed to ACV's SEC filings for a comprehensive description of risks - The presentation contains forward-looking statements concerning **financial guidance for Q4 2024 and full year 2024** (Note: The report's context is Q2 2025 and FY 2025 guidance, but the chunk specifically mentions 2024)[24](index=24&type=chunk) - Forward-looking statements are based on current assumptions and are subject to substantial risks, uncertainties, and changes in circumstances that may cause actual results to differ materially[25](index=25&type=chunk) - Key risks include a history of operating losses, limited operating history, ability to manage growth, market conditions, competition, and compliance with laws and regulations[25](index=25&type=chunk) [Investor and Media Contacts](index=8&type=section&id=Investor%20and%20Media%20Contacts) Contact information for investor relations and media inquiries is provided for stakeholders - Investor Contact: Tim Fox, tfox@acvauctions.com[26](index=26&type=chunk) - Media Contact: Maura Duggan, mduggan@acvauctions.com[26](index=26&type=chunk)

Core Insights - ACV reported record revenue and Adjusted EBITDA for Q2 2025, driven by market share gains and strong adoption of Marketplace Services despite challenging market conditions [2][3] - The dealer wholesale market experienced modest year-over-year growth, with a deceleration in growth reflecting weakening retail demand [3] - The company updated its revenue guidance to account for macroeconomic challenges while maintaining its Adjusted EBITDA guidance midpoint [3] Financial Performance - Q2 2025 revenue reached $194 million, a 21% increase year-over-year, with Marketplace and Service Revenue at $176 million, up 22% [5][6] - GAAP net loss for Q2 2025 was $7 million, compared to a loss of $17 million in Q2 2024, while non-GAAP net income was $12 million, up from $3 million [6][25] - Adjusted EBITDA for Q2 2025 was $19 million, compared to $7 million in Q2 2024 [6][30] Guidance - For Q3 2025, ACV expects total revenue between $198 million and $203 million, representing a 16% to 18% year-over-year increase [5][6] - Full-year 2025 revenue guidance is set at $765 million to $775 million, indicating a growth of 20% to 22% year-over-year [5][6] Market Metrics - Marketplace GMV for Q2 2025 was $2.7 billion, a 12% increase year-over-year, with Marketplace Units at 210,429, up 13% [6][20] - The dealer wholesale market is anticipated to be flat to modestly down year-over-year in 2025, with expected normal seasonal patterns for conversion rates and wholesale price depreciation [12]

Core Viewpoint - ACV, a leading digital automotive marketplace, is set to report its second quarter 2025 financial results on August 11, 2025, after market close [1]. Group 1: Financial Reporting - The company will host a conference call at 5:00 p.m. ET on the same day to discuss the financial results [1]. - Investors and analysts can participate in the call by dialing the provided numbers approximately 10 minutes prior to the start [2]. Group 2: Company Overview - ACV aims to transform the automotive industry by creating trusted and efficient digital marketplaces and data solutions for used vehicles [3]. - The company's offerings include ACV Auctions, ACV Transportation, ACV Capital, ACV MAX, True360, and ClearCar [3].

Company Overview - ACV Auctions (NYSE: ACVA) is a leading digital automotive marketplace and data services provider, founded in 2014 and headquartered in Buffalo, New York [1] - The company operates a digital platform that connects dealers and commercial clients for selling, sourcing, and managing used vehicles efficiently [1] Business Model - ACV Auctions utilizes an asset-light business model, which allows for flexibility and scalability in operations [1] Market Position - The company is positioned as a significant player in the digital automotive marketplace, focusing on enhancing the efficiency of used vehicle transactions [1]

Strategy and Mission - ACV's mission is to transform the automotive industry by building trusted and efficient marketplaces and data solutions for used vehicles [17] - ACV aims to maximize long-term shareholder value through growth, innovation, and scale [37] Market and Growth - ACV's total addressable market includes dealer wholesale (10M+ units), commercial wholesale (6M units), and data services (50M+ vehicles) [22] - ACV is focused on gaining dealer wholesale market share and executing on the commercial wholesale opportunity [36] - Major Account franchise sellers on ACV have increased 85% since 2020 [115] - ACV's territory expansion model focuses on regional penetration, with some territories achieving high franchise rooftop penetration, such as New Jersey Shore at 81% [98] Financial Targets and Performance - ACV projects revenue to reach $1.4 billion and adjusted EBITDA to reach $350 million in the mid-term [313] - ACV's 2024 revenue was approximately $637 million [20] - ACV achieved adjusted EBITDA profitability [20] - ACV's mid-term target assumes approximately 1.5 million units sold, with commercial wholesale comprising approximately 15% of the mix [324]

Financial Performance - ACV achieved a 95% year-over-year revenue growth[10], reaching $208 million in revenue[10] - Marketplace units increased to 391,000+[10], compared to 128,000+ in Q1 2020[10] - Gross Merchandise Volume (GMV) exceeded $3 billion[10], a significant increase from $1.3 billion in Q1 2020[10] - Adjusted EBITDA margin improved from -58% in Q1 2020 to -18% in Q1 2021[55] Market Opportunity and Growth Strategy - ACV operates in a large addressable market, estimated at ~$1.7 trillion annually in the US vehicle market[17] - The company is pursuing a long-term strategy focused on marketplace growth, product expansion, and operating scale[10] - ACV sees significant opportunities in commercial wholesale, dealer wholesale, and dealer-to-consumer transactions[21] - The company is focused on expanding its data services offerings to dealers and commercial partners[21] Future Outlook - ACV anticipates Q2 2021 revenue between $72 million and $75 million, representing a 60% to 67% year-over-year growth[74] - Full-year 2021 revenue is projected to be between $307 million and $313 million, a 47% to 50% increase year-over-year[74] - The company expects an Adjusted EBITDA loss between $20 million and $22 million for Q2 2021, and between $79 million and $82 million for the full year[74]