ACVA - NASDAQ

Good afternoon, ladies and gentlemen, and thank you for standing by. And welcome to the ACV Second Quarter Conference Call. During today's presentation, all parties will be in a listen-only mode. Following the presentation, the call will be open for questions. I would now like to turn the call over to Tim Fox, ACV's Vice President of Investor Relations. Please, go ahead

Thank you, operator. Good afternoon, and thank you for joining ACV's conference call to discuss our second quarter 2022 financial results. With me on the call today are George Chamoun, Chief Executive Officer; and Bill

Thanks, Tim. Good afternoon, everyone, and thank you for joining us. We are very pleased with our second quarter performance, with revenue and EBITDA, both exceeding guidance. The ACV team once again delivered strong results in a challenging macro environment for our dealer partners. With that, let me turn to second quarter highlights on slide four. Our market momentum continued in the second quarter, with record revenue of $115 million, year-over-year growth of 18% versus very strong results in Q2 2021. GMV of $2.7 billion also set a new record and increased 27% year-over-year. We sold 148,000 vehicles on our digital marketplace, a 6% sequential increase from Q1 and a modest decline versus record unit performance in Q2 2021. Overall, we are very pleased with our execution in Q2 and our progress on key strategic initiatives. We delivered strong results despite wholesale market conditions that softened in June, resulting from continued supply challenges, weakening retail demand and vehicle price depreciation. Market conditions have remained challenging in Q3. And in prudent, we have assumed that wholesale volumes will remain constrained in the back half of 2022. Our guidance now reflects this more cautious view of the macro factors impacting the dealer wholesale market. Our guidance also reflects our commitment to investing in growth, while ensuring we remain squarely focused on our path to profitability. As Bill will detail later, we have adjusted our operating expense plans to account for expected market headwinds. We are focused on improving our foundation to drive profitable growth, when market headwinds turn into tailwinds for ACV. Turning to slide five. To frame the rest of our discussion today, we will focus on the three pillars of our strategy to drive long-term shareholder value; growth, innovation and scale. I will begin with growth. Moving to slide seven. I'll again provide context on the dealer wholesale market in relation to the broader automotive retail market. First, to illustrate the demand side of our market, we've provided data on overall used car transactions and wholesale pricing trends. As you can see in the chart on the left, retail sales of used vehicles declined sequentially from Q1 and declined about 15% year-over-year versus strong performance in Q2 2021. As a reminder, consumer demand for used vehicles is a key driver of wholesale demand and supply, because consumers purchasing a vehicle typically have a trade-in. Chart on the right illustrates how continued softening of consumer demand has impacted wholesale prices. After reaching historically high levels in 2021, wholesale prices declined during the first quarter, recovered in early Q2, but have been trending down since June. As we discussed last quarter, price deflation has contributed to conversion rate compression across the industry, as dealers have become more price sensitive when buying vehicles in the wholesale market. Now turning to Slide 8. Let's look at the supply picture. New vehicle sales remained well below historical averages and were down about 21% year-over-year in Q2, due to the ongoing supply challenges impacting vehicle production. This is reflected in the chart on the right, which shows that supply of new vehicles remains historically low, because consumer trade-ins for new purchases are a significant input into the wholesale market, the supply chain issues continue to weigh on the market we serve. While there have been a few positive signals from auto OEMs regarding production improvements later this year, we have not assumed this in our 2022 outlook. On Slide 9, we provided additional insight into our business that underpins our confidence in ACV's market position and long-term growth opportunities. The chart on the left shows quarterly listings in our marketplace, which is a measure of dealer growth and marketplace adoption. After moderating the second half of 2021 as supply issues mounted, listing volume turned positive in Q1, and then increased again in Q2. For the first half of 2022, listings grew 27% year-over-year, reflecting strong execution on dealer penetration and wallet share growth. In fact, the number of listings dealers increased 30% year-over-year in Q2, which positions ACV for strong growth once wholesale volumes recover. In the figure on the right we provided an updated view of the quarterly variance in marketplace conversion. As we discussed last quarter, pre-COVID conversion rates in our marketplace were in a pretty tight range. Then increased significantly as pandemic-related supply demand and wholesale pricing factors drove very strong marketplace engagement. Then beginning in the first quarter this year, as vehicle prices and consumer demand moderated cautious buying behavior resulted in conversion rates returning to normal pre-COVID levels. This trend continued in Q2 with conversion rates ticking down quarter-over-quarter. For context, the year-over-year change in conversion rate in Q2 resulted in a 30,000 unit headwind versus Q2 2021. We believe conversion rates in our platform will increase in the future when the macro environment normalizes and as we help dealers manage price expectations with new data-enabled solutions. However, based on the latest data showing weakening consumer sentiment, and depreciating wholesale market prices, we believe it's prudent to assume conversion rates will remain at the lower end of the historical ranges for the balance of 2022. Turning to Slide 10. You can see that units grew sequentially from Q1 and declined modestly year-over-year, compared to record high unit performance in Q2 2021. Unit growth was 68%, on a two year basis. GMV grew 27% year-over-year to a record $2.7 billion. About half of the year-over-year growth, was driven by higher wholesale prices with the other half reflecting, a broader mix of vehicles on our marketplace. Moving to Slide 11. Based on our internal analysis, we estimate that the US dealer wholesale market remains well below normalized volumes, and contracted around 20% year-over-year in Q2. Despite this macro backdrop, we continue to execute, gain market share and attract new dealers to our marketplace. Given our 3% year-over-year unit decline in Q2 and an estimated market contraction of 20%, this implies that ACV grew market share by 17% year-over-year. Next I would like to wrap up the growth section, with highlights on our value-added services. Our investments in the technology and resources, to scale ACV Transportation and ACV Capital, are driving strong top-line growth while also creating efficiencies for both our partners and for ACV. On Slide 12, you can see that ACV Transportation continues to deliver strong results. Our growing carrier partner network and fast cycle times, resulted in attach rates once again exceeding 50% in Q2, with transport revenue growing 20% year-over-year. In Q2, over 70% of our transports were automatically dispatched, an increase of 20 percentage points from Q1. The investment we are making in technologies like Auto Dispatch and our Carrier Transportation app, are attracting new carriers to our marketplace and driving operating efficiencies. In fact, our transfer business had a key milestone in Q2, with positive revenue margins in the mid-single-digits. As a reminder, our 2026 financial targets assume transport revenue margin of 15%. So hitting the mid-single-digits in Q2 2022 puts us on a strong path to achieving this target. Turning now to Slide 13. We are very pleased with the execution in our ACV Capital business. Capital attach rates more than doubled year-over-year in Q2, resulting in over 100% loan volume growth. Our investment in technology to power our Capital business is paying dividends. ACV's Capital Portal launched in Q1, and adoption has been strong with 75% of active ACV Capital dealers, now leveraging this value-added, post-auction financing solution. We also ramped up our investment in ACV Capital sales capacity, to drive adoption and dealer engagemen,t which will further enable ACV Capital to be an important growth and profit driver going forward. Turning to the second element of our strategy, to drive long-term shareholder value innovation. Turning now to Slide 15. I would like to highlight the innovations we're delivering to enable our dealer partners, to drive consumer-sourced inventory. Live Appraisal was one of our first offerings in this category, and provides a unique way for consumers to have their vehicles sold in ACV's marketplace, by our dealer partners. Live Appraisal was one of our first offerings in this category, and provides a unique way for consumers to have their vehicles sold in ACV's marketplace by our dealer partners. Live Appraisal listings grew 30% year-over-year in Q2 highlighting the market traction this offering is gaining. In addition to Live Appraisal we are developing a more comprehensive set of solutions for our dealers leveraging technology from Drivably, Monk and MAX Digital. The initial market reception for Drivably has been very promising with the number of dealers launched, doubling quarter-over-quarter in Q2. Dealers are now able to offer a seamless consumer buying experience powered by the ACV pricing engine our condition-adjusted model for vehicle valuation. Looking ahead, we are working to leverage Monk's AI-driven imaging technology to enable consumers to do a self-inspection right from their own mobile device which will further inform the price dealers can offer consumers. We are in the early stages of launching dealers on these new offerings and are very excited about consumer sourcing, because it offers attractive TAM expansion and strong unit economics for ACV by leveraging technology prior to incurring the cost of infecting vehicles. Moving to slide 16, I am pleased to share an update to our advanced buyer solution SAM which was formally launched last month. As a reminder, SAM provides dealers with specific and relevant notifications and intelligent auto bidding capabilities. SAM not only enhances the buyer experience in our platform, it also creates persistent demand price realization and ultimately higher conversion for our sellers. Following the July launch dealer adoption has accelerated with over 800 new dealers leveraging SAM in Q2. We believe, SAM will be a big growth driver for us as we expand its use cases and capabilities. On slide 17, I'll wrap-up on innovation with an update on APEX our next-generation data collection device that we introduced in March at our Analyst Day. APEX expands on ACV's existing AMS technology by incorporating upgraded audio capture capabilities and sensor detection including vibration displacement and ultrasonics. This more comprehensive data set, leads to a better understanding of the operating condition of a vehicle's engine and powertrain which increases dealer confidence while buying online. APEX also increased its inspection efficiency for our teammates and provides a better quality audio experience in our marketplace. This wireless device is integrated with our single inspection application and is live in select markets today with broad deployment planned later this year. So to wrap-up on innovation, we are very excited about our growing suite of data-enabled solutions and technology roadmap that expands our competitive model creates even more value for our dealer partners while improving margin to drive sustainable long-term growth. With that, let me hand it over to Bill, and take you through our financial results and how we're driving growth at scale.

Thanks, George and thank you everyone for joining us today. We are pleased with our Q2 financial performance. We delivered upside to our revenue and adjusted EBITDA guidance despite the challenging macro factors George outlined earlier on the call. Turning to slide 19, I'll begin with a review of our second quarter results. Revenue of $115 million was above the high end of guidance and generated year-over-year growth of 18% versus strong results in Q2 2021. Adjusted EBITDA loss of $14 million or 12% of revenue beat our guidance range and EBITDA margin improved approximately 500 basis points sequentially versus Q1 2022. Turning to slide 20, I will cover some additional detail on revenue. Total revenue of $115 million represented a 60% CAGR since Q2 2020. Auction and assurance revenue, which was 57% of total revenue, grew 9% year-over-year versus very strong Q2 2021 growth of nearly 100%. Year-over-year growth in ARPU of 13% was driven by higher GMV due to the strong mix of vehicles sold on our platform and the biasing increase we instituted last December. Marketplace services revenue, which was 36% of total revenue, grew 23% year-over-year, reflecting the continued adoption of transport and capital that George outlined earlier. Our SaaS and data services products comprised 7% of total revenue and had very strong revenue growth of 127% year-over-year, primarily reflecting revenue from the MAX Digital acquisition. Turning now to slide 21. I will review costs in the quarter. Note that on this slide, I'm comparing Q2 results to Q1 2022 results. Q2 cost of revenue as a percentage of revenue decreased approximately 300 basis points quarter-over-quarter. The improvement was driven by three factors; first, recall that in Q1, we increased our incentives to help our dealers acquire vehicles as market conditions weaken. We successfully executed on pulling back on these incentives in Q2 as discussed in our Q1 earnings call. The second factor driving revenue margin improvement was lower arbitration costs resulting from improvements in training process and enabling technology. And the third factor was our transport business, which delivered a positive revenue margin. I'll reiterate George's comments earlier about this key milestone for transport. Our 2026 financial targets assume 15% revenue margins for transport. To achieve mid-single digits in Q2 2022 is a strong indicator of the long-term profitability of this business. Also a reminder our transport revenues are recorded on a gross basis. Therefore, margin improvement has an outsized impact on our overall blended margins. Operating costs excluding cost of revenue also trended positively in Q2 as we increased our leverage by approximately 300 basis points quarter-over-quarter. Moving to slide 22, let me provide context regarding our investment strategy, operating leverage and path to profitability. Given ACV's leading market position and large addressable market opportunity, we have remained focused on investing in growth and extending our competitive moat with differentiated technology. We have also remained equally focused on investing prudently to ensure a clear path to profitability. Given these commitments and our revised revenue outlook for the balance of 2022, we have taken steps to reprioritize our spending plans and accelerate operational efficiency. We're doing this while also preserving key go-to-market and technology investments to ensure ACV is in an even stronger position when market conditions improve. More specifically, we have reduced our 2022 year-over-year non-GAAP operating expense growth to 23%, a full 10 percentage points lower than our original 2022 guidance. Exiting Q4 this year, we're expecting our annualized OpEx run rate to be approximately $40 million below our initial 2022 guidance. This has the effect of lowering our revenue breakeven point heading into 2023 and better positioning ACV to achieve EBITDA breakeven. Next, I'll highlight our strong capital structure on slide 23. We ended Q2 with $512 million in cash and equivalents and marketable securities and $71 million of long-term debt to finance our rapidly growing ACV capital business. Note that our Q2 cash balance includes $124 million of float in our auction business. As we discussed previously, the amount of float on our balance sheet can fluctuate meaningfully based on business trends in the final two weeks of each quarter, and it has a corresponding impact on operating cash flow. For example, Q2 cash flow used in operations was $41 million, $27 million of which was driven by the sequential change in flow from Q1. Based on our current outlook for the back half of 2022, we are expecting flow to be flat to marginally increase and along with lower expected EBITDA losses, expected cash used in operations to decline relative to the first half of 2022. Now I'll turn to guidance on slide 24. The third quarter of 2022, we are expecting revenue in the range of $104 million to $107 million, a growth rate of 13% to 17% year-over-year. On a two-year basis, our Q3 revenue growth is expected to be approximately 56%. Adjusted EBITDA is expected to be a loss in the range of $13 million to $15 million. For the full year 2022, we are lowering revenue guidance approximately 6% at the midpoint to reflect our more cautious view of the macro factors impacting wholesale volumes in our market. Revenue is now expected to be at a range of $427 million to $432 million, a growth rate of 19% to 21%. Despite this lower revenue outlook, our adjusted EBITDA loss is expected to increase just $3 million at the midpoint due to the cost reduction efforts I outlined earlier. Adjusted EBITDA is now expected to be a loss in the range of $57 million to $59 million or 13% to 14% of revenue. As it relates to our 2022 guidance, in addition to the macro factors impacting wholesale volumes, we are assuming that conversion rates remain at or below the lower end of our historical range, and therefore, current market conditions persist through the second half. Finally, we're now expecting non-GAAP operating expenses to grow approximately 23% year-over-year, which is below previous guidance and 10 percentage points below our guidance at the beginning of the year. Let me wrap up on slide 25 by reviewing our 2026 financial targets. We're very pleased with our execution in what has proven to be a very challenging macro environment and we remain confident in our ability to achieve $1.3 billion of revenue and $325 million of EBITDA in 2026. And with that, let me turn it back to George.

Thanks, Bill. Before we take your questions, let me summarize. We are very pleased with our continued strong execution, while navigating through unprecedented times in our industry. And we are especially proud of our ACV team has delivered these results. We continue to gain market share by attracting new dealers to our marketplace and by gaining wallet share within our existing customer base, which positions ACV for strong growth when market conditions improve. We are executing on our territory penetration plans. Our marketplace offerings are gaining traction in the market. And we see some very promising growth synergies emerging from our SaaS and data-enabled services. We are delivering on an exciting product roadmap to further differentiate ACV and expand our addressable market. We are on track to generate over $1 billion in revenue with attractive margins through a proven business model that we believe will drive significant shareholder value. We remain committed to continuing to build a world-class team to deliver on our goals. With that, I'll turn the call over to the operator to begin the Q&A.

Thank you. [Operator Instructions] Our first question comes from the line of John Colantuoni with Jefferies. Please proceed.

Hey John.

Thanks for taking my questions. So, you had a big geographic ramp throughout most of last year. I think it would be helpful if you could just dimension how customer engagement and retention has trended in your older markets in comparison to your newer markets? And in addition maybe you could just give us a sense for what units would have been in the second quarter if you excluded the geographies that you expanded into last year?

Hey John it's George. Thanks for coming on board and asking the question. So, we're -- I don't think we have anything notable to report on differences between new markets and existing markets. So, I'm not prepared to really report anything like any standout data. But in general, what I would say is our strength in our early markets have remained strong. So, we remained strong across the country. We would love to have more listings and a higher sell-through. We do have pockets of areas across the country where conversion has remained stronger than other areas. So, there are some pockets. But in general, I don't really have anything substantial to answer there that is differential on I would say early markets or slated markets.

Okay, great. And just a quick follow-up. The -- so the second quarter exceeded your expectations, but you're tempering the full year outlook. So, that sort of implies there's been a more recent deterioration in the operating environment. Maybe you could just talk to how the wholesale market has progressed over the past few months? And what KPIs or data points we should be looking for to get comfort that the industry backdrop isn't worsening further? Thanks.

Yes, certainly John. So, yes, we were very pleased with our listing growth in the first half of the year, up 27% year-over-year. We've been very excited about the growth we've been able to penetrate across many of these territories. However, at the end of the quarter, we did start to see consumer demand at dealerships weakening. I'm sure you've been following a lot of the data across the industry sort of, as we've seen, sort of, the year-over-year data and retail shift more negatively. And so what we're -- as we are being more prudent on the back half of this year, we like everyone else right now is trying to keep our eye on the economy. We're trying to keep our eye on overall retail and trade. And based on -- we really thought about the back half of this year, assuming things do not improve materially. We've already started to see retail go down. And that's really sort of our assumption is the current market conditions sort of persist throughout the year. Bill, anything you want to add to that?

No, I think that describes it. John, we're just assuming that what we're seeing so far through the third quarter kind of perpetuate the rest of the year.

Thanks so much.

Thank you.

One moment for our next question, please. Our next question is from Ali Faghri with Guggenheim Partners. Please proceed.

Hey, Ali.

Good day, everyone. Thanks for taking my question. Hey, George. So on the conversion headwinds you're citing, it seems like that's being driven by the recent price deflation we're seeing which probably continues for the foreseeable future. So what causes this headwind to normalize and get the buyer and seller expectations to convert yet?

Yes. I think as the -- when you follow this back to the consumer and then work your way back to dealers really, what we're seeing is consumers are saying the used car prices are too high. And we're starting to see -- we're starting to see consumers buy less cars, right? So now the dealers start to be more careful. They're not going to lean in and pay what they believe are overpriced. And then you start to look at all to get the core of your question. How do you end up getting to that clearing price. Every car has a price that dealers are willing to pay, right? There's -- it's just really what is that value. So we're starting to see the slow decline which we've also mentioned in the call, where we starting to see this slow decline in GMV. And as that decline is happening, we are starting to see some small signs that conversion rate has at least leveled out? Maybe we will see modest improvement. We can't predict that yet. But we're starting to see prices starting to come down and we're starting to see the behaviors at least I think dealers are starting to really realize, okay, whatever they bought the car almost doesn't matter. This is the new price. So I think we're starting to see trends and not trends that, yes, Ali, make us -- I would say, comfortable that it's going to go up materially in the back half of the year. But I think at least we've gotten to the point where they leveled off. And now we have to start to see them come back on. Bill, any more you want to add to that?

No.

Thanks, George. That makes sense. And then as a follow-up here, I appreciate you don't guide to volumes, but maybe you can help us understand what you're expecting for second half marketplace units. You mentioned that you're guiding assumes new car supply and conversion headwinds don't improve in the second half. Does that imply your internal model or assuming no quarter-over-quarter volume growth in the third and the fourth quarter?

Hey Ali. Yes. As you mentioned, we don't guide obviously to units or to ARPU for that matter. But just to give you a little more color. So yes, we're assuming the supply remains muted through the second half due to the weaknesses that we've seen -- that we're all seeing in consumer demand. We're also assuming as we just discussed that conversion rates are at the lower end of the historical ranges. So, we're not expecting or projecting any improvement at this point and that's what we've baked into our guidance. But when you look at the numbers obviously and do the math our unit outlook has declined and that's what's implicit in our revenue guidance for the second half. In terms of vehicle ASPs, we're expecting those to moderate as well in the back half. We're already starting to see some of that. So that will put some pressure on ARPU depending upon what the mix is. And again, all of this is driven by the supply of trades that come into the wholesale market and then conversion rates. So, if any of these dynamics change in terms of new vehicle supply etcetera then obviously that could create a variance versus what we've baked into our guidance. But that's kind of the methodology and that hopefully gives you a little more color.

That’s helpful. And if I could just squeeze one more in here. On the reduced operating expense outlook, can you give some more specific color on what exactly is driving that -- the cost reductions?

Yes, sure. So look I mean you've seen us so far this year be very diligent in terms of managing and balancing our OpEx spending and trying to align that with the macro conditions and our revenue outlook. So, our focus is to do this while we also maintain a certain level of service to all of our dealer partners while also preserving our growth investments. So, we're well positioned as the market improves going down the road. And we just continue to be very thoughtful about how we prioritize all of our spending across every aspect of the business. And we're continuing to look for ways to optimize which kind of again cuts across all functional groups in the company. So, we have a very clear focus on this and that's reflected in our revised OpEx guidance and George and I has commitment to manage basically the bottom line and adjusted EBITDA margins.

Good. that’s helpful. Thanks.

Thanks so much.

One moment for our next question. Our next question comes from Ron Josey with Citi. Please go ahead.

Thanks for taking the question. I wanted to ask about the dealer adoption and knowing listings are up, but conversions are down and we got the units sold here. But wondering if you can talk to us if there has been any change or approach in terms of the sales process in terms of how it's evolved over the past several years, now that we're sort of in this new normal if you will as things normalize. So more just a question on the sales process, as you're going to dealers and getting them to sign up because I think the fact that listings are still up is pretty interesting? And then if you could just talk a little bit more about consumer sourcing and the progress here. There's a lot more competition out there for consumer sourcing. So, would love to hear how that's going? Thank you guys.

Yes, Ron. Thank you. We're very pleased with the fact that, we increased dealers listing 25% year-over-year. So it's really showing that our customer acquisition strategies are working, both in our emerging markets, and as well as the markets we've been in for a while. So, very happy about the growing the dealer base, I know, I think you're looking for a little bit more color on maybe the things we're doing different. If I had to pick some areas of difference of maybe some of the reasons why we are growing, so well there, private marketplace has added dealerships from large groups. I don't think we give out the percentages and are prepared for the second, but we have been growing rooftops in large groups at a higher pace than the single storage out there. So that's been a great investment. We are somewhere in the nature of 30-plus of the top 300 dealer groups in the country now using ACV Private Marketplace, to trade among themselves, which gives us a competitive advantage with large groups. And as you know with the consolidation going on out there we end up winning stores every month simply when one of our large groups buys a store. So that would be one difference to your question than from a few years ago. Our Drivably and MAX are two great software sort of data products that have helped us differentiate to win sellers out there. We've just for example, there's a dealer group out there that's in trial a large dealer group on MAX and in Private Marketplace and the dealer group we weren't working with as much previously. And now because of our data products and whatnot, we're starting to win there on the auction side of things. So that's an example. Hopefully, that's – I wasn't prepared on that answer. Hopefully, that gives you like a little color on the things that are different. And the second one really consumer and I think somewhat related. Our primary consumer offering as you know has been Live Appraisal and Live Appraisal has grown. So Live Appraisal is really is when we auction the consumer's car typically done with our inspector on site or our inspector at a consumer's home, and it's grown year-over-year, if I remember correctly 30% growth year-over-year. So growing nicely, the – where we're going with consumer is to really leverage technology prior to having to inspect the vehicle. We're still early in this but very excited for products like Drivably and then once we release Monk later this year. These are products that allow for a consumer to inspect or a dealer to inspect the vehicle. Allows us to get our valuation engine out there outside of our inspectors, so we're very excited about the investment. Those investments in the technology and the plan are also in this sort of modest investment plan. So we're still investing in these areas. So, so far Live Appraisal is going well. The other products are still a little young. And we're going to make them material over the next few quarters. But a part of this is investing in the now and investing in the future which we feel great about.

That's great. Thank you, George.

Thanks, Ron.

One moment for our next question, please. Our next question is from Eric Sheridan with Goldman Sachs. Please go ahead.

Thanks so much for taking the question. Guys maybe just first a bigger picture question sort of zooming out, obviously you're dealing with elements of both the supply chain and demand in the current environment but you're still thinking about sort of longer term targets looking out over the next four years. Can you help investors better understand your confidence interval, what you're seeing to bridge for some of those longer term targets on both the revenue and the EBITDA side? And maybe just following up on some of the initiatives like Capital going a little bit deeper in terms of what some of those newer initiatives you're doing in terms of driving more unit economics to the platform? Thanks so much.

Eric, it's Bill. So I'll start with the first question. Yeah. So if you think about our long-term targets going out to 2026, the fundamental growth drivers and the margin levers are still very much intact. And if anything actually we're feeling a little better about this than we were even a few months ago based on the progress that we're making. So maybe I should just rifle through what those are to kind of hit on each of those from a high level. So first, as you know we established territories across the US and that was a very big initiative last year that enables us to target all 17,000 independents across the country. So we've already kind of checked that box last year and we believe that's a key lever in terms of driving market share growth over time. So you're already seeing in terms of our territory penetration strategy, it's yielding strong results by attracting new dealers to our marketplace. So that's all intact. You're seeing us grow listings nearly 30% year-on-year and that's a really tough environment which shows that we're also gaining market share. So -- and wallet share rather. So all of these drivers continue to be intact. We're delivering now a bunch of new solutions like SAM that are rapidly gaining traction and investing in a bunch of other tech to improve operations. We're driving margin improvements now in various parts of the business. We talked about Transport and getting to mid-single-digit margins in Q2 frankly, which is way ahead of plan because as a reminder our targets by 2026 are 15%. So frankly, we're call it a little less than halfway there only a few months after we talked about these targets back in March. On the OpEx side, we're getting much more focused on operational efficiency, while also again preserving our growth investments. So that frankly even better positions us for operating leverage as volumes recover, right. So these are kind of some of the key tenets behind our long-term model that we articulated at the Analyst Day in March and all of those are intact. Obviously, what's changed right now is the market that we're operating within. But we believe over time the market will normalize, right. This market at some point will return to more historical levels. I don't think any of us know exactly when that will be. But all of these levers and kind of growth drivers are intact from our perspective. And again, if anything we're a bit ahead of target or timelines that we've identified when we built our five year model. So we still feel great about achieving those targets. Now the road might be a little bit different to get there again, because we're not sure when these macro drivers kind of normalize. But when we take a step back and think about the long-term, we feel really great about achieving these targets. On Capital, George, do you want to touch base on anything there?

On ACV Capital?

Yeah.

So at the end of the day, we're achieving our goals both on attach rate and success of ACV Capital as well as when I think about transport, our two primary value-added services as all of you look at 2026. Over the last year there was a -- you had to really believe can ACV get to a certain attach rate? Could we improve our margins and still do all the other things. When you look at our execution quarter-over-quarter, we showed incredible success in attach rates, incredible success of increasing margin in transport. And we also had other headwinds if you remember a quarter ago, day-to-day things we were taking care of where overall helped us -- we went to overall margin improvement. So really when you think about how do I believe in 2026, you're believing we're going to scale out our territories across the country, which we continue to do. You're believing that we're going to get the attach rate and focus on our margin objectives. And I couldn't be more proud of the quarter-over-quarter execution.

Appreciate all the color. Thanks guys.

One moment for our next question please. It’s from Chris Pierce with Needham & Company. Please go ahead.

Hi, Chris.

Hey, good afternoon fellows. How are you? Can you talk about the higher average price you guys realized on units in the second quarter, especially where we've seen retail -- not necessarily wholesale competitor, but we've seen average price come down. Is it dealers getting more comfortable selling higher-priced units digitally? Is it a new subset of deal that you're adding? Are you taking share from someone at a higher price point? I'd just love to hear more about it.

There's probably two parts to that. Yes, I first can talk about price. So in terms of price, I mean our GMV per unit increased 32% year-on-year in Q2. And that was basically evenly -- almost exactly evenly split between higher ASPs and a change in mix. And that's pretty much been the story for the last year or so that it's been half and half ASPs and mix. So I'll pause there, and then the second -- what was the second part of your question?

Yeah. So when you think of what are we doing to win more share of higher ASP vehicles. So products like SAM, help us on the conversion rate as it relates to the higher priced vehicles. Because what it is franchise dealers and others who want to buy these vehicles can now either just get a better filter based on them setting up their profile and/or automatically bidding. So, however, they decide to use SAM, it does help on in that area. So I think at a really high level what we'll see between now and the back half of the year is prices will likely come down. Overall, we will see prices come down, but we may still gain more share in the higher ASP segment. And so how that comes together, right, is a tricky part. So -- because as overall prices are coming down, we will remain going up market. So I think we're really signaling as, yes, we believe the overall GMV will go down modestly throughout the year even though we'll be gaining more share in the higher segment.

Okay. Perfect. And then just kind of an education question for me. I hear other people talk about hey we use third-party inspectors, and you guys obviously use the VCI. Are there -- I'm just kind of curious, what sort of advantage that gives you in the sense that are there six other condition reports, that dealers have to wade through from six other different third-party inspectors, or are they standardized by whatever platform uses those third-party inspectors? So I'm just kind of curious, about the inspection report advantage you guys have.

I believe what you're referring to, is we may have competitors who use third-parties versus employees. So I'm not exactly sure of the question. But if I assume that's the question, then the pros and cons of each of these models are once you get density in a geographic area, think like you start to get several hundred units in each geographic area. You can send your inspectors to a given customer more often to get more wallet share. And you can likely have a higher control of your quality from a CR arbitration. You saw for example, we mentioned in the last earnings call, we had some challenges as it's related to arbitration. Well, we made some technology changes, some process changes, some training and we really improved quarter-over-quarter in arbitration and goodwill in a market that got harder. So the market got harder and harder and we did better. So there are advantages of having your own team. The advantages to our competitors who have – they don't have employees is when you don't have – when you don't have as many sales in any given region, their cost structure is lower. So we're paying for inspectors across the country in dozens of territories where we have full-time infectors where we don't have enough for those inspectors to be doing eight or nine or 10 or 12 inspections per day. We're still early. So in those markets our competitors would have a cost advantage, while you're growing at scale. So I think there are strengths to either one of these models. And obviously, we like our model. We like our model. We believe it gives us certain competitive advantages. Hopefully, that answers your question.

It does. Thank you.

Yes, certainly. Thanks, Chris.

One moment for our next question, please. From Bob Labick with CJS Securities.

Good morning.

Hi. Thank you. Thanks for taking my question. Obviously, given how much we've talked about conversion rates, it's an important topic and I'm sure you guys have studied it internally. So I was wondering if you could maybe tell us or share with us what you've learned about higher converting dealers versus lower converting dealers? And what practices you can take from higher conversion dealers and help the lower conversion guys with? And specifically, what tools you have right now to increase conversion? And how their toolbox is going to rollout over the next several quarters years to also increase conversion?

Yeah Bob, it's a great question. So we – to your point we – even today we have dealers with 90% plus conversion. So you are right on. And those dealers will leverage the ACV Market Report to help them understand where cars are trading now compared to, if they were trading a couple of thousand dollars more several months ago. So that's one area where they could use the ACV Market Report. Another product that helps them understand the value of a trade is Live Appraisal. So when they take in the car, instead of guessing the value, if you run a Live Appraisal, because the Live Appraisal gives you the actual cash value, the ACV of the car. Not with whatever the data said it was worth a month or two months ago, is no longer relevant. So that's another best practice. Where we're going with Drivably and MAX in our newer products. So the first two we've tried to scale well to all of our customers and some take our advice some don't. The other -- the two, I would say more newer -- the newer products, with Drivably and MAX, allow them to get to more structured answers quickly, whether it's the consumer on the dealer's website. When you think about one of the problems dealers have is, they've got all these different widget things on their websites, with all these different brands, I won't name them. And then when the consumer shows up at a dealership they value it a different way. They always ignore how they're doing it on their website. And we're really the first one in the market to come with a condition-adjusted pricing, because in any given car, when the car gets traded in on any make model, there could be $4,000, $5,000 difference between a low and a high, let's say on a $20,000 car it could be $15,000 it could be $25000, based on the condition. So these tools that we've been developing and making good strides will help dealers make the right decision at trade. Now we are in the midst of dealers having to decide what they do on inventory they bought months ago. So just think like, right now, for the next X months, it's not just about the new trades, which have to be priced, it's also about the trades and/or cars they were trying to reach out that they bought several months ago at much higher prices. That just goes to realization that you're either going to have to retail it for a higher amount or if you want to wholesale it, it's the new wholesale price. So Bob, hopefully, this gets you what you're looking there from a question, but great question.

No, that’s perfect answer. A lot of color there. Appreciate it. That’s it for me today. A lot of the other -- you have to answer a bunch for the other questions, so thank you.

Thanks, Bob.

Thanks, Bob.

All right. One moment for our next question please. It's from Rajat Gupta with JPMorgan. Please proceed.

Great. Thanks for taking the questions.

Hi, Rajat.

I'm not sure if I missed this, but are you reiterating the second half EBITDA positive guidance today?

I'm sorry, say that again.

-- exiting last year.

With the second half EBITDA profitability target are you reiterating that today just --

You mean for 2023?

Yes, yes.

Yes. So, yes, we previously committed to exit next year at EBITDA breakeven. We're maintaining that commitment, albeit, we're actually entering into next year at a $40 million lower OpEx run rate. So that lowers our breakeven point and obviously puts us in a better position to achieve breakeven subject to whatever the market conditions are and our ability to grow the top-line next year, of course.

Got it. And are there any more levers you could pull to get there even sooner if volumes do remain sluggish maybe some more cuts around discretionary spending or your tech spending? Just curious on your thoughts there.

All I would tell you is we're continually looking at our OpEx spend rates across the business and we're going to continue to optimize everywhere we can. We're making this level of commitment on the call today, but that doesn't mean we're going to stop looking for efficiencies and where we can optimize our operations. So, I'm not going to put out any numbers, but look we obviously have multiple levers at any point in time. What we're trying to do is preserve our ability to continue to grow and grab share. But George and I have committed to manage the bottom-line and we're going to do everything we can to continue to execute against those commitments.

And an example of where we've been managing our resources more effectively than our original plan is our spend on tech. We have a great team in North America, folks here at Buffalo, and Toronto, and folks all over the country, but we were able to augment that team with some offshore development this year. We've been able to deliver an unbelievable product in tech roadmap with significantly less headcount in North America. That's an example of something my product and tech team did that I'm just so proud of them. You've probably heard a lot of companies talk about this. We did it. We are executing on a really incredible roadmap. And the folks here in North America are delivering and our folks in Paris, France are delivering, but then we've got other offshore development folks in other places that are helping us deliver great products at a lower cost. So, yes, I think what Bill is saying is we're doing it now. We are doing it and look at our overall cost infrastructure. We had initial cost basis in the business. And we're looking for ways to achieve our results in a more optimized way.

I think one more data point that I would just add to augment what I discussed earlier is I think you could look at the Q2 results, especially our quarter-on-quarter increase in margins 300 basis points as an indication of our ability to execute on kind of pulling those levers and generating results in this case very, very quickly versus Q1 for example. So that's -- I think that's just a reflection of our ability, to continue to steer the ship and kind of achieve that target of exiting next year, at breakeven. And obviously, we would try to get there earlier and we'll do everything we can to do that. But right now, that's our commitment and we're standing by it.

That’s helpful color. Maybe just on your volume numbers obviously, a tough market backdrop you're continuing to gain share and your growth was much better than one of your larger more sizable peers. Is there anything, you would attribute that to in particular I mean, did the ADESA acquisition, have any impact in terms of just getting those incremental customers? Just curious, on your thoughts there. Thanks.

I think -- I believe, we outperformed many of our competitors on everything from conversion rate to quarter-over-quarter, with one or the other ones. I think we outperformed several competitors. And we asked okay, why? One, is since the market gets a little softer, the demand side needs to trust the condition report. You've heard me say, when markets are hot, almost anybody can sell a wholesale car. And many of you heard me say this for the last few quarters. When markets are hot, when prices are going up, dealers will bid on almost anything from anybody. When markets start to get more difficult, which is the way it was for like 40 years, dealers have to be more careful on what they're bidding and buying. So you need to trust, the asset you're buying. That's a really key thing, that we've got a massive difference here. Number two, products like Private Marketplaces are really paying off for us right now. We are growing more rooftops. We're growing rooftops, without even having to go out and probably just getting introduced, to a new general manager, because they became part of a dealer group. That's key. By focusing on dealer groups, there's going to be more and more consolidation. We have a competitive advantage with dealer groups, over our competitors. So when you look at the demand side, we have a competitive advantage. On the supply side for larger groups, we have a competitive advantage. And there's more here, but at the end of the day, our investments and our team the relationships out there in the field, and our technology mix is paying off.

Got it. Great. Thanks for that color and good luck.

Thank you.

Thanks, Rajat.

Thank you. And this ends our Q&A session, for today. I will turn the call back to Tim Fox, for final remarks.

Thank you, Carmen. I'd like to thank everybody, for joining us on the call today. Please note that ACV is going to be participating in a number of investor conferences this quarter. You can find all the details on our website. We look forward to seeing you on the road. And thanks again, for your interest in ACV and have a great evening.