Good day, and thank you for standing by. Welcome to the ACVA Fourth Quarter 2022 Earnings Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions]. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Tim Fox, Vice President of Investor Relations.

Thank you, Operator. Good afternoon, and thank you for joining ACV's conference call to discuss our fourth quarter and full year 2022 financial results. With me on the call today are George Chamoun, Chief Executive Officer; and Bill Zerella, Chief Financial Officer. Before we get started, please note that today's comments include forward-looking statements, including statements regarding future financial guidance. These forward-looking statements are subject to risks and uncertainties and involve factors that could cause actual results to differ materially from those expressed or implied by such statements. A discussion of the risks and uncertainties related to our business can be found in our SEC filings and in today's press release, both of which can be found on our Investor Relations website. During this call, we will discuss both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP financial measures is provided in today's earnings materials, which can also be found on our Investor Relations website. And with that, let me turn the call over to George.

Thanks, Tim. Good afternoon, everyone, and thank you for joining us. We are pleased with our fourth quarter performance, which capped off a year that required strong execution from the ACV team during a challenging market environment. And execute we did. ACV delivered 18% revenue growth, and gained share in a market that declined an estimated 20%. We expanded our marketplace, exiting the year with over 24,000 dealer partners. Our VCI team reached an exciting milestone, performing over 1 million inspections in 2022. Our technology team launched a broad range of new solutions to drive growth and scale across our operations. And we achieved all this while expanding margins and exceeding our EBITDA guidance. As we turn to 2023, we are encouraged to see positive signs emerge in the automotive market with industry headwinds beginning to moderate. Our focus this year remains consistent on growing market share, expanding our competitive moat with leading-edge technology, increasing margins and driving scale to deliver on our EBITDA targets. With that, let's turn to a brief recap of fourth quarter and full year 2022 results on Slide 4. Fourth quarter revenue of $98 million was within our guidance range, and as expected, declined modestly year-over-year versus very strong results in Q4 '21. GMV of $1.8 billion declined year-over-year, primarily due to a 20% decrease in GMV per unit as wholesale prices declined from historical highs in Q4 '21. We sold 125,000 vehicles in our marketplace, which was in line with guidance and reflected the impact of a 1,000-basis point decrease in conversion rate versus Q4 '21. For the full year, revenue of $422 million increased 18% despite challenging market conditions in the second half of the year. GMV for the year increased to $9 billion due to a 20% increase in GMV per unit,…

Thanks, George. And thank you, everyone, for joining us today. We are pleased with our Q4 financial performance. We delivered revenue in line with our guidance with upside to adjusted EBITDA despite the challenging macro factors George outlined earlier on the call. We also demonstrated the strength of our business model with revenue margin and adjusted EBITDA margin expansion versus Q4 '21. Turning to Slide 19, I'll begin with a review of our fourth quarter results. Revenue of $98 million was within our guidance range and declined modestly year-over-year versus strong results in Q4 '21. To add some context to our revenue performance. Note that the Q4 '22 conversion rate declined 1,000 basis points versus Q4 '21, resulting in an approximate $18 million headwind. Adjusted EBITDA loss of $13 million or 13% of revenue beat our guidance range and EBITDA margin improved approximately 300 basis points versus Q4 '21. Turning to Slide 20. I will cover some additional detail on revenue. Total revenue of $98 million represented a 35% CAGR since Q4 '20. Auction and assurance revenue, which was 56% of total revenue, declined 3% year-over-year versus strong results in Q4 '21. The revenue performance reflects a 10% year-over-year unit decline due to conversion rate compression, partially offset by higher auction and assurance ARPU. Marketplace Services revenue, which was 35% of total revenue, declined 3%. ACV Capital revenue more than doubled year-over-year. However, Transport revenue, which is a much larger business today, was impacted by the decline in units year-over-year. Our SaaS and data services products comprised 8% of total revenue and grew 5% year-over-year. We are making significant improvements to the mass digital platform while also taking a more measured approach to customer acquisition to position ourselves for a reacceleration of growth as we exit 2023. Turning now to…

Thanks, Bill. Before we take your questions, let me summarize. We are very pleased with our strong execution during challenging times in our industry. And we are especially proud of our ACV team that has delivered these results. We continue to gain market share by attracting new dealers to our marketplace and by gaining wallet share, which positions ACV for attractive growth as market conditions improve. We are executing on our territory penetration plan and gaining traction with an expanding suite of offerings. We are delivering on an exciting product roadmap to further differentiate ACV and expand our addressable market. We are on track to achieve our near-term adjusted EBITDA target. And over the medium term, generate over $1 billion in revenue with attractive margins that we believe will drive significant shareholder value. We are committed to achieving these results while building 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.

[Operator Instructions]. Our first question comes from the line of Chris Pierce at Needham & Co.

I just wanted to kind of take a -- I'll start over. Sorry about that. George, I just wanted to take your temperature and temperature of dealers kind of you speak with given better February wholesale data. Specifically, because January seemed to -- retail did better in January because of lower prices. And just kind of talking to dealers, talking to investors, I'm just curious what you're thinking about the path of prices going forward at the retail level given wholesale price strength. Because that would kind of have an effect on retail used units. Just kind of curious how you're thinking about that and how dealers are thinking about it.

Can you hear me okay, just to make sure?

I can hear you.

Okay. Great. We had a little phone issue there for a second, just wanted to --

Did you hear any what I said specifically?

Yes. All is good, just we had a phone issue right while the question started. But I would say the year has started, to your point, January is generally favorable I think, compared to how a lot of dealers were expecting with interest rates rising, a fear of consumer pullback in the market. Both January and February I would say have been probably a little bit more positive than dealers were expecting. There's probably a few different theories on why. One theory of why the market has held together pretty well is it could be consumers are out knowing interests are only going to go up, so they're buying cars knowing that even though prices have remained elevated, interest rates may keep going up. That's what the market has signaled, right? I would say a couple of different reasons why that could be happening. But either way, what we're seeing so far, Chris, is that dealer sentiment right now is still strong. And I think the market is hanging in there even more the dealers were expecting.

Okay. And just could you comment on just kind of what wholesale prices going up could mean for retail prices? I know the relationship tends to be certain in one direction, but just kind of we had kind of a funky end of last year where wholesale retail spreads really widened out. I'm just trying to get at if dealers think that higher wholesale prices will necessarily flow through to higher retail prices. Or because of lower wholesale prices, we might not see that phenomenon, which would help retail units and help auction conversion, etc.

Yes. I think, Chris, if you see retail prices for used have hung in there pretty strong thus far this quarter, I think a few different industry reports have reported. I think wholesale has been strong and retail has been strong. I think there's been a pretty consistent correlation there.

Our next question is from Bob Labick at CJS Securities.

I wanted to start, you touched on a couple of these points, but maybe pin you down a little bit here in terms of where do you see kind of unit growth coming from. Like what buckets next year? Maybe you can rank them. I'm not asking for specific numbers of units, but is it same dealer growth, share of wallet? The biggest growth driver, is it new dealer sign-ups? Is it expanding TAM? Is it commercial? Like can you just like rank order the buckets of growth, where you see units coming from, please?

Yes, certainly, Bob. We -- I think a measured approach to our growth has been adding more rooftops. But definitely, grabbing more wallet share from the dealerships has been a larger focus. You've heard me really talk about that on the last few earnings calls. We still have a lot of room to grow within the rooftops. We already -- that are working with ACV. We already have over 1/3 of franchise dealers working with ACV. That supply alone, just from gaining additional wallet share, is a significant opportunity. There are other areas of growth. But if I had to just pick a few, I would say adding more dealers and focusing on wallet share would be the most significant.

Got it. Okay. Great. And then given the tight supply environment and just volatility, declining prices, etc., we've read there's been some kind of mix shift at auction, meaning maybe more $10,000 cars are trading, or $10,000 and below, but dealers are holding on to the $20,000 to $25,000 cars because they can't get them anyway. Is that the case? Or what are you expecting I guess in terms of the mix at auction next year? And how might that impact the P&L?

Yes, Bob, we've seen our mix shift helped from having sort of newer, more recent vehicles. Vehicles that are aged 3 years and younger as an example is one cohort that has actually grown pretty significantly from a percentage perspective. I know that probably seems strange as to why that would be, but dealers are starting to get new supply starting to come back. Used, aged is still relatively low, but starting to go back towards normal. And when you look at all the factors, dealers holding on to the right cars, the vehicles that matches their specific mix of inventory, sort of their sweet spot, that's really what dealers always did prior to COVID. Prior before all of these sorts of industry challenges, so look at it as a return to normal. But yes, we are definitely growing our share with the newer vehicles in the marketplace.

The next question comes from Michael Graham of Canaccord.

It's great to see some of these trends turning around. I wanted to ask 2 questions. The first is just you mentioned share of wallet a couple of times as being an important factor this year. And I just wonder if you could outline a couple of the key success factors in sort of growing your share of wallet in your existing rooftops. And then I just wanted to ask, on the quarter, your GMV declined around 29%, but auction revenue was only down 3.5%. Just wondering if you could shed some light on what was going on underneath the hood there in Q4. Thanks.

Yes, certainly. I'll start there, Michael, and Bill can chime in on the auction revenue side. We're seeing strength and mix, as I mentioned before, so that's actually helpful on a moving forward basis related to ARPU. Bill, why don't you actually go first, and then I'll chime in?

Yes. Hey, Michael, you're right, our GMV per unit did go down pretty substantially. But actually, our ARPU increased 5% for example quarter-on-quarter. And most of that is essentially attributable to the price increase on buy fees that we passed through in October, if you remember. And that more than offset any reduction in GMV per unit. Same dynamic would apply year-on-year as well. We have really been able to mitigate any decline in GMV as a result. And in fact, for this year, we're expecting some modest, further modest declines in GMV per unit. And our ARPU we expect to be flattish year-on-year if we think about what's baked into our guidance as well.

And as far as wallet share, the types of things we're doing to focus on growing wallet share, one is having our inspectors show up to our existing customers more often. That's a pretty simple tactic. Second, add more value. Some of our product offerings, for example Drivably and for a few of our customers, Monk, these are consumer acquisition tools as part of our go-to-market, these consumer acquisition tools, is asking the dealers for more share. Think about it as we offer more value, we're looking for more of your wholesale and a few other things might help us drive both our relationship and opportunity with our customers.

Our next question comes from John Colantuoni from Jefferies.

This is Vincent Kardos on for John. Thanks for taking my question. How are you thinking potentially about competition heading into '23 at a time when there's maybe just a little bit less of the pie to be shared by the various physical and digital auction providers due to depressed volumes in the industry? And then as a related thought, I'd be curious to hear your thoughts on kind of what you view as most important areas for the business to improve in order to extend your early lead over some of the other digital players in the industry. Thanks.

Yes, certainly. When you think about competition, I think what you'll see is we've likely extended our lead in digital if you compare us to others in the industry. But as we all know, the largest share is still in the physical auction, so moving more to digital is sort of a key part of our focus over the next few years. And when you look at all the various capabilities we're bringing to the market, one of which is ACV Private Marketplace, it helps large dealer groups trade vehicles within a group. That's an example of ACV adding more value. Those cars first trade before it goes out into an open marketplace. That's one example of a product offering that is outside of our open marketplace that's helping us gain share. Our newer products like Drivably and Monk and how we're going to go to market later this year and early next year with MAX are all offerings that we are looking for market share from the wholesale side as well. We're bringing a broader approach and a broader partnership to our dealer partners that helps us differentiate from just a traditional auction company.

Our next question comes from Rajat Gupta of JPMorgan.

I just had a question on the OpEx guidance. I think it implies 5% year-over-year, excluding the cost of revenue. Curious like what is it governed by? Because you haven't given us a breakup of the revenue target in terms of volume versus pricing, so I was curious what's driving that OpEx increase? Is it more a function of the volume? Or do you feel like you have more cushion on investing because pricing is stronger? I'm just curious if you could elaborate on that. And I have a follow-up. Thanks.

Hey Rajat, it's Bill. There are a few drivers to OpEx growth. Keep in mind that our OpEx, which includes marketplace operations, includes our inspectors. And we are actually -- we're starting this quarter growing our inspector footprint based on aligning that capacity with volume. So that flows through OpEx on our P&L. And as you know, that's an important driver to support our growth. So that would be one area. The other area is some other investments that we're making on the go-to-market side in terms of kind of also supporting our growth in terms of sales folks, supporting major accounts, more kind of go-to-market investments at ACV Capital to support the growth there as well. Even though that growth is going to be a little more muted than it was last year. And just in general, if you look at our overall growth that we've modeled for the business this year, we want to make sure we have the resources baked into our financial model to support it. I think we've demonstrated so far in the past, especially last year and especially last quarter, that we've been pretty disciplined. You wouldn't expect that we would be making any decisions in terms of OpEx unless there's a really strong basis in terms of supporting volume or return on investment. Hopefully, that answers your question.

Got it. That's helpful. Any way to frame in terms of the inspector growth versus volume growth kind of equation? Any way to size that? Like what kind of volume growth requires what kind of inspector growth from the base you are at right now?

Yes. It's kind of hard to give you a formula because it's not necessarily that precise in a lot of ways. What we have to do is basically build capacity in advance of expected volume. We can't just generate higher volumes in a territory and not have the capacity to support it. We basically, through our biz ops teams, basically look at projected volume across all of our territories across the country. And we'll make decisions as to where we selectively need to add capacity to make sure we can support that volume. I can't give you a formula that you can apply necessarily to the model per se, Rajat. Wish I could give you more clarity than that, but that's actually how we make those decisions.

Understood. Fair enough. Maybe like as a follow-up, you reiterated -- are you officially reiterating the 2026 targets? Or is that more of a placeholder from the Analyst Day? I mean, you're going to do like $35 million EBITDA loss in 2023, that inflecting to $325 million in 3 years. I'm just curious like, is that view pretty much still intact? Or are we going to get an update on that at some point this year? Just if you could clarify that. Thank you.

Yes. In our prepared remarks today, we're reiterating those targets. We haven't changed those targets. At our Analyst Day on June 1, we'll be doing a deep dive in terms of the different parts of the model and how that -- how the model has evolved from our Analyst Day last year in terms of how we hit those targets. That will be a very big part of our Analyst Day at June 1.

Our next question comes from Nick Jones from JMP Securities.

Great, thanks for taking the questions, two if I can sneak in here. I think, George, you mentioned there was about 1/3 of franchise dealers on the platform. How do you think about any limiting factors or kind of sophistication levels required by dealers to kind of double that number over time as you gain more share? And then when you go and try to build wallet share within dealers, kind of what's limiting their desire to kind of organically add more units or wholesale units to the platform? What's kind of stopping them from kind of organically doing that? Thanks.

When I think about what's the limit, I don't really put a limit on how many dealers could be working with us. You happen to think about how could we for example double. At the end of the day, it's really about dealers feeling good about moving their wholesale operation online, first and foremost. And if it's going to move online from a physical auction, them feeling more comfortable that ACV is also the winning choice there. And you've seen so far compared to our other digital competitors, we've been the preferred partner as it relates to digital. I think it's just a matter of time. And really, your second question is I think related in that we have significant wallet share on customers that we've been working with for 3, 4 years. Very significant wallet share on customers that aren't new to the platform, aren't new to digital. To us, it's really just a matter of time. These other value-added services we're providing will also be helpful because what it does is you start to have a relationship with the dealer principles or the most senior level executives in the dealer group, not just the local decision maker for that specific rooftop. Think about this as a twofold way for us to increase wallet share. One, just the inertia of time, approving digital and ACV are the right ways for you to dispose of your wholesale. And second, to be a broader partner for the dealership, which gives you an edge over the other competitors we have in the marketplace.

Our next question is from Dan Imbro from Stephens.

Bill, I want to start with more of a financial question. I guess given the knowledge that inspector costs go into OpEx, just looking at the marketplace gross margin line, we saw some nice leverage in 4Q despite a year-over-year decline in volume. I guess is it fair to assume this year you should get even further leverage as volume begins to pick back up and you leverage some of those fixed costs? Or what are the incremental investments that might be needed that could limit that leverage as volume improves?

Hey, Daniel. As you know, we don't guide to cost of revenue/revenue margins. But we are assuming in our modeling that we do continue to improve our margin profile, and we're able to drive our cost of revenue down somewhat as we kind of get back more into a growth mode here. I would say that we've already made a lot of the investments that are going to drive that. We'll continue to make new investments that will help us maybe towards the latter part of this year going into next year as we think about hitting our target model, which we'll talk about more at our Analyst Day in June. But for sure, we're -- I mean we've kind of demonstrated a pretty significant improvement in our margin profile, especially this quarter if you think about year-on-year we're up over 400 basis points in terms of cost of revenue being down, and we had a nice quarter-on-quarter improvement as well. I'm not sure I would assume that we're going to be able to kind of maintain that kind of year-on-year improvement in '23, but certainly, we're assuming that there is kind of a continued kind of movement upstream in terms of the margin profile as we get more and more efficient. Scale certainly helps. And I think all the investments that we continue to make. Plus, we demonstrated we have some pricing power as well and that certainly is another factor in improving margins. We talked about Transport extensively. Our Capital business will continue to grow and that's a high-margin business, so it's all those factors combined.

Got it. That's helpful. And then, George, maybe one more on the strategic thing. Thinking about the innovation pillar of growth you talked about, last year Apex helped gain some share. I think in the slide deck you called out Copilot and ArbGuard as usual. Can you just provide more color? What do these tools add to your portfolio or offering that you don't have today? And then how does that compare when I think about -- when we think about the larger incumbent players, the omnichannel players today, do they have similar tools? Are these truly incremental to the wholesale channel? And how do you think about that going forward as you do innovation?

Hey, Daniel, great question. These are differentiated technologies. And to put it in simple terms, you're about to inspect a vehicle, and let's say that specific vehicle had transmission issues 20% of the time. Well, instead of every one of our inspectors becoming an expert after let's say 4 years and doing thousands of inspections, every single inspector becomes an expert before they inspect that one given vehicle. If you look at last year alone, we inspected 1 million cars. The data moat that we're harnessing is really incredible. We don't really believe there's anyone in the world who is listening to as many vehicles, sensing vibration issues and other types of issues from this new technology we've just recently launched. The way we're harnessing our data and the way we're structuring our data allows us to first and foremost moderate our arbitration costs over time. And that would be the benefit we'll see in our financial statement over the next few years. Not all at once, but think about a little bit, small benefits over time. And number two is, buyers gain more confidence because they're having less arbitration issues so that creates higher buyer satisfaction. And three is, these technologies could be used outside of the auction marketplace. As a matter of fact, that's probably the most frequently asked thing from dealers in this past NADA show was dealers asking us to tweak our product roadmap this year because they want to use this technology outside of the auction. Meaning when they're having the cars come into their own store, whether they're retail or wholesale. Yes, I think great questions, and the more we invest in technology, the more differentiation, the more value we're providing to dealers across the market.

And if I could tack on a follow-on, I guess how is the hiring ability for inspectors today? I mean technicians across auto were in various supply. Is it more difficult to find people to do these inspectors? I think about Bill's answer earlier, needing more inspectors to fuel growth. Just trying to think about how available is that labor? And is that loosening up at all yet?

I would say 80%, 90% of the country, our hiring has not changed at all. Really, our days to fill a role has been very strong. Now keeping in mind, we're not hiring as many inspectors per month as we were about a year ago. Our number of inspectors grew because we do have a nice size today of over 800 inspectors. That's a nice size across the country. But the simple answer would be we're not having a difficult time. We don't -- we're not looking for as much of that mechanical background as you mentioned from a true mechanic. We can do a lot of training. And then to your first question about the validity of the investment we're making into tools, it helps take someone with a car background, but not a full mechanical background and turn him into a great -- him or her into a great inspector.

Our next question is Ron Josey from Citi.

Two, please. I just wanted to follow up maybe, George and Bill, around the drivers for conversion rate improvements. I think I -- going forward for this year. I think I heard you say enhancing programmatic capabilities coming up this year. If you could just provide more details on what can drive conversion rates higher, that would be helpful. And then, George, as a follow-up to your point just there on using the data outside of the marketplace, I mean since really getting to know you before IPO, it's all been all about the data and being able to leverage that. And so how close are we to actually being able to do that, given that dealers are asking for the product? Is this something that might be viable here in the next couple of years? Thank you, guys.

Yes, certainly, Ron. We're not assuming conversion rates improve much more than they are today across the back half of this year. I just want to make sure we're -- conversion rates are already pretty strong. We don't need significant improvement in conversion rates this year. Maybe to answer your question more directly it would be the why is last year, we saw this radical price depreciation, which really affected the marketplace for wholesale very significantly. We saw conversion rates go down below the sort of traditional levels. We think this year, we're going to see more stabilization. Even with used car values this quarter being relatively strong let's say towards the end of the year, we're expecting them to go down. But I think we'll see this moderated depreciation of these cars. We're still not going to see a ton of supply back all at once. Think about the market is sort of living with the current environment better. I'm trying to figure out a way to describe it. But we've kind of -- we're really at this sort of stabilization point where dealers understand there will be -- values will go down, conversion rates are strong, and I would say we're really in an effective market right now. Did you have another question? I'm trying to remember.

That's super helpful. Yes, I was just following up on your comment about using the data corpus that you have given the million -- thank you.

On the data side, we're trying not to boast too much. But I think we're building one of the broadest AI capabilities there is in automotive at this time. And it really ranges from imagery. Our Monk acquisition was a fantastic acquisition. We're really still in the early days. This isn't affecting our revenue or costs materially this year, but the technology is extraordinary. The AI coming from our R&D team on everything from looking at a windshield and whether or not glass has been broken, to scanning the undercarriage to see if a catalytic converter is missing, or listening to an engine and being able to detect a high percentage of time, think like almost 90% of the time, be able to detect an engine issue just by listening to the engine. All of that machine learning and AI is really creating an incredible moat for us. And yes, dealers are asking for these tools for their own use cases. We're just not ready at this moment. We've got some work to do to take those capabilities and turn them on to sort of like to be their own SaaS services, and we're brainstorming on how we would do that. I would say maybe we can get some of this to market by late this year, early next year. We're trying to obviously be careful about adding too many goals and objectives, focusing first and foremost on the marketplace objectives we've laid out for you all. We also don't want to increase headcount significantly this year. As Bill mentioned, we're really moderating our headcount. But we'll come -- we'll deliver some of these key objectives I think late this year, early next year. And I think that will be fine. I don't think there's a need for us to move any faster. These are very sort of differentiated capabilities, not only on what they provide to the dealer, but the cost. Because these devices are very low cost for us. There are other technologies out there that dealers could go out there and license, but they cost a lot per rooftop. Yes, we've got some great opportunities in the future to add even more a broader relationship with these dealers. But I would look towards sort of early next year. And we'll probably talk about more of this on our Investor Day and maybe be a little bit more specific than I'm being today.

Our next question comes from Gary Prestopino from Barrington Research.

George, it looks like according to the data that I have that your dealer penetration somewhat accelerated in Q4. I think I had it at 33% in Q3 and up to 40% in Q4. What accounts for that? Do you have more feet on the street? Or just what would account for that acceleration?

Gary, I don't have a specific reason beyond I would say in any one quarter, you do see -- if you look back in time, there's been quarters we've had a little higher or -- but I think pretty consistent. If we really talk about ACV across, if you look at it across a year, we've really had this pretty consistent growth in both dealerships, consisting share of wallet share. But I really can't point to one thing in Q4. It would have to be probably all these things coming together, this broad value-added services moat that we're building around what we're doing. But I don't have anything on top of my head right now to point to one reason why we accelerated growth in Q4.

I would now like to turn it back to Tim Fox, Vice President of Investor Relations, for closing remarks.

Great. Thanks, Gerald. I'd like to thank everybody for joining us today on the call. Note that we're going to be participating in JMP's Tech Conference in San Francisco on March 7. And as Bill mentioned and George mentioned, we'll be hosting our 2023 Analyst Day on June 1 in New York. Registration details can be found in either the press release or on our IR website. We look forward to seeing you on the road hopefully in the next few months. And thank you again for your interest in ACV, and have a great evening.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.