false000168360600016836062024-02-222024-02-22

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2024

 

 

Cars.com Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37869

81-3693660

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

300 S. Riverside Plaza

 

Chicago, Illinois

 

60606

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 312 601-5000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

CARS

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02 Results of Operations and Financial Condition.

On February 22, 2024, Cars.com Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

 

Exhibit

 

 

 

99.1

 

Cars.com Inc. Press Release, dated February 22, 2024, concerning financial results

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

The information furnished in this report, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Cars.com Inc.

 

 

 

 

Date:

February 22, 2024

By:

/s/ Sonia Jain

 

 

 

Chief Financial Officer

 


Exhibit 99.1

 

Cars.com Reports Fourth Quarter and Full Year 2023 Results

Exceeded Fourth Quarter Guidance, Delivered 7% Year-Over-Year Revenue Growth

Achieved 7% Year-Over-Year ARPD Growth coupled with Strong Fourth Quarter OEM Performance

Generated $137MM of Annual Cash Flows From Operating Activities

 

CHICAGO, Feb. 22, 2024 -- Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce Inc.” or the “Company”), an audience-driven technology company empowering the automotive industry, today released its financial results for the fourth quarter and year ended December 31, 2023.

 

Q4 2023 Financial and Key Metric Highlights

Revenue of $179.6 million, up $11.4 million, or 7% year-over-year
Net income of $8.3 million, or $0.12 per diluted share, compared to Net Income of $10.3 million, or $0.15 per diluted share, in the prior year
Adjusted EBITDA of $55.4 million, or 31% of revenue, up $5.9 million year-over-year
Average Monthly Unique Visitors (“UVs”) of 24.3 million, compared to 24.6 million a year ago
Traffic (“Visits”) of 142.7 million, up 2% year-over-year
Monthly Average Revenue Per Dealer (“ARPD”) of $2,523, up 7% year-over-year
Dealer Customers totaled 19,5041 as of December 31, 2023, up 789 compared to 18,715 as of September 30, 2023

 

2023 Full-Year Financial and Key Metric Highlights

Revenue of $689.2 million, up $35.3 million, or 5% year-over-year
Net income of $118.4 million, or $1.74 per diluted share, compared to Net income of $17.2 million, or $0.25 per diluted share, in the prior year. Current year Net income was primarily related to the release of a significant portion of the Company’s valuation allowance
Adjusted EBITDA of $194.9 million, or 28.3% of revenue, compared to $186.7 million, or 28.6% of revenue in the prior year
Cash flows from operating activities of $136.7 million, compared to $128.5 million in the prior year, with Free cash flow of $115.8 million, compared to $108.8 million in the prior year
UVs of 26.4 million, even compared to the prior year
Traffic of 614.8 million, up 5% year-over-year, setting an all-time Company record for traffic

 

Operational Highlights

AccuTrade was selected by FordDirect as its preferred Vehicle Acquisition and Trade & Appraisal solution for The Shop, a newly launched preferred vendor selection program for its more than 3,000 U.S. Ford and Lincoln retailers
Closed on the acquisition of D2C Media, a leading provider of website and digital advertising solutions; integration of teams and technology underway supporting the Company’s expanding presence in Canada
Debuted VIN Performance Media, a new advertising solution that combines three of the Company’s existing media products into a single solution that saves dealers time and money, while maximizing ad performance and operational efficiency

_______________________________

1As of December 31, 2023, this key metric includes the addition of 950 D2C Media only customers.


Page 2

“2023 marked a year of significant progress. We advanced our platform strategy through the introduction of Cars Commerce, the rollout of our Marketplace Repackaging initiative and our expansion into Canada with the acquisition of D2C Media. Our focus on simplifying everything about buying and selling cars enabled us to continue to deliver value for consumers, dealers, and OEMs, supporting our twelve consecutive quarters of year-over-year profitable revenue growth,” said Alex Vetter, Chief Executive Officer of Cars Commerce. “We begin 2024 well-positioned to continue building on this momentum, unlocking new growth opportunities and driving commerce for the auto industry.”

 

Q4 2023 Results

 

Revenue for the fourth quarter, which includes two months of activity related to D2C Media, totaled $179.6 million, an increase of $11.4 million, or up 7%, compared to the prior year period. Excluding D2C Media, the Company’s revenue would have increased 5%, year-over-year.

 

Dealer revenue grew 8% year-over-year, driven by continued growth in solutions and media products and the 2023 Marketplace Repackaging initiative. OEM and National revenue also grew 8%, year-over-year driven by a 24% increase in OEM customer revenue. Sequentially, OEM and National revenue increased 6%, driven by 11% growth in OEM customer revenue.

 

Fourth quarter ARPD grew 7%, or $162, year-over-year to $2,523, primarily driven by the 2023 Marketplace Repackaging initiative. As of December 31, 2023, Dealer Customers totaled 19,504, including 950 dealers associated with the Company’s D2C Media acquisition, an increase of 789 compared to 18,715 at the end of the third quarter of 2023.

 

Total operating expenses for the fourth quarter were $164.7 million, compared to $148.4 million for the prior year period. Adjusted Operating Expenses for the quarter were $150.8 million, a $10.1 million increase compared to the prior year period. The change in Adjusted operating expenses is primarily due to continued investments in people, an increase in depreciation and amortization, and investments in marketing to support the launch of the Company’s Cars Commerce brand.

 

Net income for the quarter was $8.3 million, or $0.12 per diluted share, compared to Net income of $10.3 million, or $0.15 per diluted share, in the fourth quarter of 2022. The change in Net income is primarily attributable to the changes in the fair value contingent consideration associated with the Company’s prior acquisitions.

 

Adjusted EBITDA margin expanded sequentially throughout the year, reaching 31% of revenue for the quarter, or $55.4 million, compared to 29% of revenue, or $49.5 million, for the prior year period.

 

2023 Full-Year Results

 

Revenue for the year totaled $689.2 million, an increase of $35.3 million, or up 5%, compared to the prior year period. Dealer revenue grew 7% year-over-year, driven by the continued growth in solutions and media and the 2023 Marketplace Repackaging initiative. OEM and National revenue was down 5%, year-over-year; while OEM revenue increased 8% relative to the prior year, revenue from insurance customers was down compared to a year ago. Other Revenue was $4.5 million lower compared to the prior year primarily due to the planned expiration of a non-cash transition services agreement related to AccuTrade in the first quarter of 2023.

 

For the year, total operating expenses were $635.1 million, compared to $587.8 million in 2022. Adjusted Operating Expenses for the year were $594.1 million, a $38.2 million increase compared to the prior year that was largely driven by increased compensation and employee related expenses, particularly in Marketing and sales and Product and technology. Additionally, as the Company has accelerated product development and technology investments, Depreciation and amortization expense was also up, year-over-year.


Page 3

Marketing and sales costs increased primarily due to higher compensation and higher investments in Brand Media to support both the Company’s Possibilities advertising campaign and launch of its enterprise brand, Cars Commerce.

 

2023 Net income totaled $118.4 million, or $1.74 per diluted share, compared to Net income of $17.2 million, or $0.25 per diluted share in the prior year. The increase in Net income is primarily related to the release of a significant portion of the Company’s valuation allowance, given the expectation of projected future income and utilization of the Company’s tax assets.

 

Adjusted EBITDA for the year totaled $194.9 million, or 28.3% of revenue, compared to $186.7 million, or 28.6% of revenue, in the prior year period.

 

The Company remained focused on driving high-quality traffic at scale. Organic traffic remained strong at 61% for the year and Average Monthly Unique Visitors for the year were in line with the prior year. In 2023, total Traffic increased 5%, reaching 614.8 million, a new all-time Company record.

 

Cash Flow and Balance Sheet

 

Net cash provided by operating activities in 2023 was $136.7 million, compared to $128.5 million in the prior year. Free cash flow in 2023 totaled $115.8 million compared to $108.8 million in 2022. The increase is primarily due to an $8.2 million year-over-year increase in Adjusted EBITDA and favorable working capital, partially offset by a year-over-year increase in cash taxes of $17.1 million.

 

In 2023, the Company made $36.3 million in debt payments. Total debt outstanding was $490.0 million as of December 31, 2023 and the Company’s net leverage (as defined in the Company’s credit facility) remained within its target net leverage range of 2.0x to 2.5x, improving to 2.3x, compared to 2.4x as of December 31, 2022. Total liquidity as of December 31, 2023 was $234.2 million, which is defined as Cash and cash equivalents of $39.2 million and revolver capacity of $195.0 million.

 

For the year, the Company repurchased 1.7 million of its common shares, or 2.6% of the 66.3 million shares outstanding at December 31, 2022, for $31.3 million.

 

“2023 was a year with robust revenue growth and strong Adjusted EBITDA margins, driven by our focus on execution. Our asset light business model consistently generates strong free cash flow conversion that enables us to invest in growth areas that continue to deliver sustained value for consumers, customers, and shareholders,” said Sonia Jain, Chief Financial Officer of Cars Commerce.

 

2024 Outlook

 

The Company expects to deliver another year of strong growth. The Company believes market conditions are improving, with increased OEM production, new model launches, and rising dealer inventory, which coupled with a still cautious consumer makes the Company’s in-market solutions more valuable.

 

First quarter revenue is expected to be between $179 million and $181 million, representing year-over-year growth of 7% to 8%. First quarter revenue outlook reflects continued strong growth in Dealer revenue driven by continued adoption of the Cars Commerce suite of products, the D2C acquisition, and the full period impact of the 2023 Marketplace Repackaging Initiative. OEM and National Advertising spend is also expected to be up year-over-year, but historically has experienced some seasonality from the fourth quarter to the first quarter. For the year, the Company anticipates continued growth across its platform with both dealer and OEM customers which is reflected in its revenue growth guidance of 6% to 8%.

 

 


Page 4

Adjusted EBITDA margin for the first quarter of 2024 is expected to be between 27% and 29%. It’s important to note, the Company has seasonally higher investments in Marketing and sales in the first quarter, due to the timing of in-person industry events. The Company expects margins to improve over the course of the year and deliver a full year Adjusted EBITDA margin between 28% to 30%.

 

Q4 2023 Earnings Call

 

As previously announced, management will hold a conference call and webcast today at 8:00 a.m. CT. This webcast may be accessed at the Cars Commerce Investor relations website, investor.cars.com. An archive of the webcast will be available at investor.cars.com following the conclusion of the call.

About Cars Commerce

 

Cars Commerce is an audience-driven technology company empowering the automotive industry. The Company simplifies everything about car buying and selling with powerful products, solutions and AI-driven technologies that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around four industry-leading brands: the flagship automotive marketplace and dealer reputation site Cars.com, award-winning technology and digital retail technology and marketing services from Dealer Inspire, essential trade-in and appraisal technology from AccuTrade, and exclusive in-market media solutions from the Cars Commerce Media Network. Learn more at www.carscommerce.inc.

Non-GAAP Financial Measures

This earnings release discusses Adjusted EBITDA, Adjusted EBITDA margin and Free Cash Flow and Adjusted Operating Expenses. These financial measures are not prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). These financial measures are presented as supplemental measures of operating performance because the Company believes they provide meaningful information regarding the Company’s performance and provide a basis to compare operating results between periods. In addition, the Company uses Adjusted EBITDA as a measure for determining incentive compensation targets. Adjusted EBITDA also is used as a performance measure under the Company’s credit agreement and includes adjustments such as the items defined below and other further adjustments, which are defined in the credit agreement. These non-GAAP financial measures are frequently used by the Company’s lenders, securities analysts, investors and other interested parties to evaluate companies in the Company’s industry. For a reconciliation of the non-GAAP measures presented in this earnings release to their most directly comparable financial measure prepared in accordance with GAAP, see "Non-GAAP Reconciliations" below.

Other companies may define or calculate these measures differently, limiting their usefulness as comparative measures. Because of these limitations, non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. Definitions of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures are presented in the tables below.

The Company defines Adjusted EBITDA as net income (loss) before (1) interest expense, net, (2) income tax (benefit) expense, (3) depreciation, (4) amortization of intangible assets, (5) stock-based compensation expense, (6) unrealized mark-to-market adjustments and cash transactions related to derivative instruments, and (7) unrealized foreign currency exchange gains and losses, and (8) certain other items, such as transaction-related items, severance, transformation and other exit costs and write-off and impairments of goodwill, intangible assets and other long-lived assets.

 

 

 


Page 5

Transaction-related items result from actual or potential transactions such as business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (1) transaction-related bonuses and (2) expenses for advisors and representatives such as investment bankers, consultants, attorneys and accounting firms. Transaction-related items may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees, consulting, compensation and other incremental costs associated with integration projects, fair value changes to contingent considerations and amortization of deferred revenue related to the Accu-Trade acquisition.

The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures, including purchases of property and equipment and capitalization of internally developed technology.

The Company defines Adjusted Operating Expenses as total operating expenses adjusted to exclude stock-based compensation, write-off and impairments of goodwill, intangible assets, long-lived assets, severance, transformation and other exit costs and transaction-related items.

Key Metric Definitions

Average Monthly Unique Visitors (“UVs”) and Traffic (“Visits”). The Company defines UVs in a given month as the number of distinct visitors that engage with its platform during that month. Visitors are identified when a user first visits an individual Cars.com property on an individual device/browser combination or installs one of its mobile apps on an individual device. If a visitor accesses more than one of its web properties or apps or uses more than one device or browser, each of those unique property/browser/app/device combinations counts toward the number of UVs. Traffic is defined as the number of visits to Cars.com desktop and mobile properties (responsive sites and mobile apps). The Company measures UVs and Traffic via Adobe Analytics. These metrics do not include traffic to Dealer Inspire or D2C Media websites.

Monthly Average Revenue Per Dealer ("ARPD"). The Company believes that its ability to grow ARPD is an indicator of the value proposition of its platform. The Company defines ARPD as Dealer revenue, excluding digital advertising services, during the period divided by the monthly average number of Dealer Customers during the same period. Beginning with the three months ended June 30, 2022, AccuTrade is included in our ARPD metric. No prior period has been recast as it would be impracticable to do so and the inclusion of AccuTrade would have had an immaterial impact on ARPD for prior periods. Additionally, beginning December 31, 2023, this key operating metric includes D2C Media.

Dealer Customers. Dealer Customers represent dealerships using our products as of the end of each reporting period. Each physical or virtual dealership location is counted separately, whether it is a single-location proprietorship or part of a large, consolidated dealer group. Multi-franchise dealerships at a single location are counted as one dealer. Beginning June 30, 2022, this key operating metric includes AccuTrade; however, no prior period has been recast as it would be impracticable to do so. Additionally, beginning December 31, 2023, this key operating metric includes D2C Media.

 

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. These statements often use words such as “believe,” “expect,” “project,” “anticipate,” “outlook,” “intend,” “strategy,” “plan,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” “mission,” “strive,” “more,” “goal” or similar expressions. Forward-looking statements are based on our current expectations, beliefs, strategies, estimates, projections and assumptions, experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, and other factors we think are appropriate. Such forward-looking statements are based on estimates and assumptions that, while considered reasonable by Cars Commerce and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. While Cars Commerce and its management make such statements in good faith and believe such judgments are


Page 6

reasonable, you should understand that these statements are not guarantees of future strategic action, performance or results. Our actual results, performance, achievements, strategic actions or prospects could differ materially from those expressed or implied by these forward-looking statements. Given these uncertainties, you should not rely on forward-looking statements in making investment decisions. When we make comparisons of results between current and prior periods, we do not intend to express any future trends, or indications of future performance, unless expressed as such, and you should view such comparisons as historical data. Whether or not any such forward-looking statement is in fact achieved will depend on future events, some of which are beyond our control.

Forward-looking statements are subject to a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results and strategic actions to differ materially from those expressed in the forward-looking statements contained in this press release. For a detailed discussion of many of these and other risks and uncertainties, see “Part I, Item 1A., Risk Factors” and “Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on February 22, 2024 and our other filings filed with the SEC and available on our website at investor.cars.com or via EDGAR at www.sec.gov.

You should evaluate all forward-looking statements made in this press release in the context of these risks and uncertainties. The forward-looking statements contained in this press release are based only on information currently available to us and speak only as of the date of this press release. We undertake no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise. The forward-looking statements in this report are intended to be subject to the safe harbor protection provided by the federal securities laws.


 

Cars Commerce Investor Relations Contact:

Robbin Moore-Randolph

rmr@carscommerce.com

312.601.5929

 

Cars Commerce Media Contact:

Marita Thomas

mthomas@carscommerce.com

312.601.5692

###

 

 


Page 7

Cars.com Inc.

 

Consolidated Statements of Income

 

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

  Dealer

 

$

161,393

 

 

$

149,424

 

 

$

621,661

 

 

$

579,222

 

  OEM and National

 

 

15,410

 

 

 

14,330

 

 

 

55,904

 

 

 

58,557

 

  Other

 

 

2,803

 

 

 

4,447

 

 

 

11,618

 

 

 

16,097

 

       Total revenue

 

 

179,606

 

 

 

168,201

 

 

 

689,183

 

 

 

653,876

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

  Cost of revenue and operations

 

 

30,918

 

 

 

28,875

 

 

 

122,205

 

 

 

114,959

 

  Product and technology

 

 

25,230

 

 

 

23,166

 

 

 

99,584

 

 

 

89,015

 

  Marketing and sales

 

 

58,835

 

 

 

56,515

 

 

 

235,471

 

 

 

221,879

 

  General and administrative

 

 

23,069

 

 

 

16,128

 

 

 

76,807

 

 

 

67,593

 

  Depreciation and amortization

 

 

26,619

 

 

 

23,706

 

 

 

101,000

 

 

 

94,394

 

       Total operating expenses

 

 

164,671

 

 

 

148,390

 

 

 

635,067

 

 

 

587,840

 

         Operating income

 

 

14,935

 

 

 

19,811

 

 

 

54,116

 

 

 

66,036

 

Nonoperating expense:

 

 

 

 

 

 

 

 

 

 

 

 

  Interest expense, net

 

 

(8,254

)

 

 

(8,442

)

 

 

(32,425

)

 

 

(35,320

)

  Other (expense) income, net

 

 

(4,790

)

 

 

5,093

 

 

 

(3,586

)

 

 

(8,140

)

       Total nonoperating expense, net

 

 

(13,044

)

 

 

(3,349

)

 

 

(36,011

)

 

 

(43,460

)

       Income before income taxes

 

 

1,891

 

 

 

16,462

 

 

 

18,105

 

 

 

22,576

 

       Income tax (benefit) expense

 

 

(6,455

)

 

 

6,200

 

 

 

(100,337

)

 

 

5,370

 

          Net income

 

$

8,346

 

 

$

10,262

 

 

$

118,442

 

 

$

17,206

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

66,510

 

 

 

66,546

 

 

 

66,742

 

 

 

68,215

 

Diluted

 

 

68,326

 

 

 

68,513

 

 

 

68,227

 

 

 

69,649

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

 

$

0.15

 

 

$

1.77

 

 

$

0.25

 

Diluted

 

 

0.12

 

 

 

0.15

 

 

 

1.74

 

 

 

0.25

 

 

 


Page 8

Cars.com Inc.

 

Consolidated Balance Sheets

 

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

December 31, 2022

 

Assets:

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

39,198

 

 

$

31,715

 

Accounts receivable, net

 

 

125,373

 

 

 

107,930

 

Prepaid expenses

 

 

12,553

 

 

 

8,377

 

Other current assets

 

 

1,314

 

 

 

605

 

Total current assets

 

 

178,438

 

 

 

148,627

 

Property and equipment, net

 

 

43,853

 

 

 

45,218

 

Goodwill

 

 

147,058

 

 

 

102,856

 

Intangible assets, net

 

 

669,167

 

 

 

707,088

 

Deferred tax assets, net

 

 

112,953

 

 

 

48

 

Investments and other assets, net

 

 

20,980

 

 

 

21,033

 

Total assets

 

$

1,172,449

 

 

$

1,024,870

 

Liabilities and stockholders' equity:

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

22,259

 

 

$

18,230

 

Accrued compensation

 

 

31,669

 

 

 

19,316

 

Current portion of long-term debt, net

 

 

23,129

 

 

 

14,134

 

Other accrued liabilities

 

 

68,691

 

 

 

54,332

 

Total current liabilities

 

 

145,748

 

 

 

106,012

 

Noncurrent liabilities:

 

 

 

 

 

 

Long-term debt, net

 

 

460,119

 

 

 

458,249

 

Deferred tax liabilities, net

 

 

8,757

 

 

 

1,401

 

Other noncurrent liabilities

 

 

65,717

 

 

 

74,778

 

Total noncurrent liabilities

 

 

534,593

 

 

 

534,428

 

Total liabilities

 

 

680,341

 

 

 

640,440

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Preferred Stock at par, $0.01 par value; 5,000 shares authorized; no
   shares issued and outstanding as of December 31, 2023 and 2022,
   respectively

 

 

 

 

 

 

Common Stock at par, $0.01 par value; 300,000 shares authorized;
   65,929 and 66,287 shares issued and outstanding as of
   December 31, 2023 and 2022, respectively

 

 

659

 

 

 

662

 

Additional paid-in capital

 

 

1,500,232

 

 

 

1,511,944

 

Accumulated deficit

 

 

(1,009,734

)

 

 

(1,128,176

)

Accumulated other comprehensive income

 

 

951

 

 

 

 

Total stockholders' equity

 

 

492,108

 

 

 

384,430

 

Total liabilities and stockholders' equity

 

$

1,172,449

 

 

$

1,024,870

 

 

 


Page 9

Cars.com Inc.

 

Consolidated Statements of Cash Flows

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

118,442

 

 

$

17,206

 

Adjustments to reconcile Net income to Net cash provided by operating activities:

 

 

 

 

 

 

Depreciation

 

 

22,331

 

 

 

16,380

 

Amortization of intangible assets

 

 

78,669

 

 

 

78,014

 

Amortization of Accumulated other comprehensive loss on interest rate swap

 

 

 

 

 

2,362

 

Changes in fair value of contingent consideration

 

 

5,537

 

 

 

8,130

 

Stock-based compensation

 

 

28,491

 

 

 

22,342

 

Deferred income taxes

 

 

(114,498

)

 

 

1,283

 

Provision for doubtful accounts

 

 

2,986

 

 

 

1,888

 

Amortization of debt issuance costs

 

 

3,042

 

 

 

3,235

 

Unrealized gain on foreign currency denominated transactions

 

 

(2,072

)

 

 

 

Amortization of deferred revenue related to AccuTrade Acquisition

 

 

(883

)

 

 

(4,417

)

Other, net

 

 

1,026

 

 

 

1,202

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

Accounts receivable

 

 

(15,567

)

 

 

(9,337

)

Prepaid expenses and other assets

 

 

(5,101

)

 

 

(423

)

Accounts payable

 

 

3,722

 

 

 

2,611

 

Accrued compensation

 

 

11,638

 

 

 

(4,296

)

Other liabilities

 

 

(1,043

)

 

 

(7,669

)

Net cash provided by operating activities

 

 

136,720

 

 

 

128,511

 

Cash flows from investing activities:

 

 

 

 

 

 

     Payments for acquisitions, net of cash acquired

 

 

(76,168

)

 

 

(64,663

)

     Capitalization of internally developed technology

 

 

(19,602

)

 

 

(17,886

)

     Purchase of property and equipment

 

 

(1,280

)

 

 

(1,828

)

Net cash used in investing activities

 

 

(97,050

)

 

 

(84,377

)

Cash flows from financing activities:

 

 

 

 

 

 

     Proceeds from Revolving Loan borrowings

 

 

45,000

 

 

 

45,000

 

     Payments of Revolving Loan borrowings and long-term debt

 

 

(36,250

)

 

 

(41,250

)

     Payments for stock-based compensation plans, net

 

 

(9,205

)

 

 

(6,256

)

     Repurchases of common stock

 

 

(31,293

)

 

 

(48,982

)

     Payments of debt issuance costs and other fees

 

 

 

 

 

 

Net cash used in financing activities

 

 

(31,748

)

 

 

(51,488

)

Impact of foreign currency on Cash and cash equivalents

 

 

(439

)

 

 

 

Net increase (decrease) in Cash and cash equivalents

 

 

7,483

 

 

 

(7,354

)

Cash and cash equivalents at beginning of period

 

 

31,715

 

 

 

39,069

 

Cash and cash equivalents at end of period

 

$

39,198

 

 

$

31,715

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

17,636

 

 

$

545

 

Cash paid for interest and swap

 

 

30,416

 

 

 

33,370

 

 

 


Page 10

Cars.com Inc.

 

Non-GAAP Reconciliations

 

(In thousands)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Reconciliation of Net income to Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

8,346

 

 

$

10,262

 

 

$

118,442

 

 

$

17,206

 

Interest expense, net

 

 

8,254

 

 

 

8,442

 

 

 

32,425

 

 

 

35,320

 

Income tax (benefit) expense

 

 

(6,455

)

 

 

6,200

 

 

 

(100,337

)

 

 

5,370

 

Depreciation and amortization

 

 

26,619

 

 

 

23,706

 

 

 

101,000

 

 

 

94,394

 

Stock-based compensation, including related payroll tax expense

 

 

7,844

 

 

 

5,390

 

 

 

30,127

 

 

 

22,966

 

Non-operating foreign exchange income

 

 

(2,072

)

 

 

 

 

 

(2,072

)

 

 

 

Write-off of long-lived assets and other

 

 

389

 

 

 

929

 

 

 

1,027

 

 

 

999

 

Severance, transformation and other exit costs

 

 

1,226

 

 

 

960

 

 

 

3,574

 

 

 

4,329

 

Transaction-related items

 

 

11,253

 

 

 

(6,370

)

 

 

10,698

 

 

 

6,144

 

Adjusted EBITDA

 

$

55,404

 

 

$

49,519

 

 

$

194,884

 

 

$

186,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Net cash provided by operating activities to Free cash flow

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

45,140

 

 

$

37,220

 

 

$

136,720

 

 

$

128,511

 

Capitalization of internally developed technology

 

 

(4,764

)

 

 

(4,739

)

 

 

(19,602

)

 

 

(17,886

)

Purchase of property and equipment

 

 

(543

)

 

 

(576

)

 

 

(1,280

)

 

 

(1,828

)

Free cash flow

 

$

39,833

 

 

$

31,905

 

 

$

115,838

 

 

$

108,797

 

 

 


Page 11

Reconciliation of Operating expenses to Adjusted operating expenses for the Three Months Ended December 31, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

Adjustments (1)

 

 

Stock-Based Compensation

 

 

As Adjusted

 

Cost of revenue and operations

 

$

30,918

 

 

$

 

 

$

(396

)

 

$

30,522

 

Product and technology

 

 

25,230

 

 

 

 

 

 

(2,518

)

 

 

22,712

 

Marketing and sales

 

 

58,835

 

 

 

(48

)

 

 

(1,566

)

 

 

57,221

 

General and administrative

 

 

23,069

 

 

 

(6,003

)

 

 

(3,364

)

 

 

13,702

 

Depreciation and amortization

 

 

26,619

 

 

 

 

 

 

 

 

 

26,619

 

Total operating expenses

 

$

164,671

 

 

$

(6,051

)

 

$

(7,844

)

 

$

150,776

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total nonoperating expense, net

 

$

(13,044

)

 

$

4,745

 

 

$

 

 

$

(8,299

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes transaction related items, unrealized gain on foreign currency denominated transactions, severance, transformation and other exit costs, and write-off of long-lived assets and other.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Operating expenses to Adjusted operating expenses for the Three Months Ended December 31, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

Adjustments (1)

 

 

Stock-Based Compensation

 

 

As Adjusted

 

Cost of revenue and operations

 

$

28,875

 

 

$

 

 

$

(224

)

 

$

28,651

 

Product and technology

 

 

23,166

 

 

 

 

 

 

(1,765

)

 

 

21,401

 

Marketing and sales

 

 

56,515

 

 

 

 

 

 

(1,164

)

 

 

55,351

 

General and administrative

 

 

16,128

 

 

 

(2,373

)

 

 

(2,237

)

 

 

11,518

 

Depreciation and amortization

 

 

23,706

 

 

 

 

 

 

 

 

 

23,706

 

Total operating expenses

 

$

148,390

 

 

$

(2,373

)

 

$

(5,390

)

 

$

140,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total nonoperating expense, net

 

$

(3,349

)

 

$

(5,229

)

 

$

 

 

$

(8,578

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes transaction related items, severance, transformation and other exit costs, and write-off of long-lived assets and other.

 

 

 


Page 12

Reconciliation of Operating expenses to Adjusted operating expenses for the Year Ended December 31, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

Adjustments (1)

 

 

Stock-Based Compensation

 

 

As Adjusted

 

Cost of revenue and operations

 

$

122,205

 

 

$

 

 

$

(1,571

)

 

$

120,634

 

Product and technology

 

 

99,584

 

 

 

 

 

 

(9,360

)

 

 

90,224

 

Marketing and sales

 

 

235,471

 

 

 

(48

)

 

 

(6,078

)

 

 

229,345

 

General and administrative

 

 

76,807

 

 

 

(10,797

)

 

 

(13,118

)

 

 

52,892

 

Depreciation and amortization

 

 

101,000

 

 

 

 

 

 

 

 

 

101,000

 

Total operating expenses

 

$

635,067

 

 

$

(10,845

)

 

$

(30,127

)

 

$

594,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total nonoperating expense, net

 

$

(36,011

)

 

$

3,465

 

 

$

 

 

$

(32,546

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes transaction related items, severance, transformation and other exit costs, unrealized gain on foreign currency denominated transactions, and write-off of long-lived assets and other.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Operating expenses to Adjusted operating expenses for the Year Ended December 31, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

Adjustments (1)

 

 

Stock-Based Compensation

 

 

As Adjusted

 

Cost of revenue and operations

 

$

114,959

 

 

$

 

 

$

(983

)

 

$

113,976

 

Product and technology

 

 

89,015

 

 

 

 

 

 

(6,851

)

 

 

82,164

 

Marketing and sales

 

 

221,879

 

 

 

 

 

 

(5,068

)

 

 

216,811

 

General and administrative

 

 

67,593

 

 

 

(8,943

)

 

 

(10,064

)

 

 

48,586

 

Depreciation and amortization

 

 

94,394

 

 

 

 

 

 

 

 

 

94,394

 

Total operating expenses

 

$

587,840

 

 

$

(8,943

)

 

$

(22,966

)

 

$

555,931

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total nonoperating expense, net

 

$

(43,460

)

 

$

7,946

 

 

$

 

 

$

(35,514

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes transaction related items, severance, transformation and other exit costs, and write-off of long-lived assets and other.

 

 


v3.24.0.1
Document And Entity Information
Feb. 22, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 22, 2024
Entity Registrant Name Cars.com Inc.
Entity Central Index Key 0001683606
Entity Emerging Growth Company false
Entity File Number 001-37869
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 81-3693660
Entity Address, Address Line One 300 S. Riverside Plaza
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60606
City Area Code 312
Local Phone Number 601-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol CARS
Security Exchange Name NYSE

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