j
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
b
For the quarterly period ended June 30, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-37869
Cars.com Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
81-3693660
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
300 S. Riverside Plaza, Suite 1000
Chicago, Illinois 60606
(Address of principal executive offices)
(312) 601-5000
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock
CARS
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 27, 2023, the registrant had 66,468,133 shares of common stock, $0.01 par value per share, outstanding.
Table of Contents
Page
PART I.
FINANCIAL INFORMATION
2
Item 1.
Financial Statements:
Consolidated Balance Sheets
Consolidated Statements of Income
3
Consolidated Statements of Comprehensive Income
4
Consolidated Statements of Stockholders’ Equity
5
Consolidated Statements of Cash Flows
6
Notes to the Consolidated Financial Statements (Unaudited)
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
23
Item 4.
Controls and Procedures
PART II.
OTHER INFORMATION
24
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
25
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
26
Signatures
27
1
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
(In thousands, except per share data)
June 30, 2023
December 31, 2022
(unaudited)
Assets:
Current assets:
Cash and cash equivalents
$
28,605
31,715
Accounts receivable, net
111,237
107,930
Prepaid expenses
10,104
8,377
Other current assets
7,363
605
Total current assets
157,309
148,627
Property and equipment, net
45,201
45,218
Goodwill
102,856
Intangible assets, net
668,771
707,088
Deferred tax assets, net
91,255
48
Investments and other assets, net
20,151
21,033
Total assets
1,085,543
1,024,870
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable
19,888
18,230
Accrued compensation
16,343
19,316
Current portion of long-term debt, net
16,758
14,134
Other accrued liabilities
67,574
54,332
Total current liabilities
120,563
106,012
Noncurrent liabilities:
Long-term debt, net
434,210
458,249
Other noncurrent liabilities
53,313
76,179
Total noncurrent liabilities
487,523
534,428
Total liabilities
608,086
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 June 30, 2023 and December 31, 2022, respectively
—
Common Stock at par, $0.01 par value; 300,000 shares authorized; 66,477 and 66,287 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
665
662
Additional paid-in capital
1,499,363
1,511,944
Accumulated deficit
(1,022,571
)
(1,128,176
Total stockholders' equity
477,457
384,430
Total liabilities and stockholders' equity
The accompanying notes are an integral part of the Consolidated Financial Statements.
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
Revenue:
Dealer
153,309
143,987
303,152
284,403
OEM and National
12,402
14,144
25,945
29,318
Other
2,465
4,742
6,147
7,359
Total revenue
168,176
162,873
335,244
321,080
Operating expenses:
Cost of revenue and operations
30,415
29,504
60,210
57,256
Product and technology
24,956
23,117
49,057
44,424
Marketing and sales
58,153
54,655
116,450
111,749
General and administrative
17,649
17,211
35,953
33,771
Depreciation and amortization
24,669
23,001
48,711
47,554
Total operating expenses
155,842
147,488
310,381
294,754
Operating income
12,334
15,385
24,863
26,326
Nonoperating expense:
Interest expense, net
(8,150
(9,047
(16,394
(18,377
Other (expense) income, net
(3,133
(54
5,106
154
Total nonoperating expense, net
(11,283
(9,101
(11,288
(18,223
Income before income taxes
1,051
6,284
13,575
8,103
Income tax (benefit) expense
(93,075
739
(92,030
(1,782
Net income
94,126
5,545
105,605
9,885
Weighted-average common shares outstanding:
Basic
66,762
69,194
66,646
69,329
Diluted
68,493
70,257
68,118
70,505
Earnings per share:
1.41
0.08
1.58
0.14
1.37
1.55
(In thousands)
Other comprehensive income, net of tax:
Reclassification of Accumulated other comprehensive loss on interest rate swap into Net income
800
2,002
Total other comprehensive income
Comprehensive income
6,345
11,887
Preferred Stock
AdditionalPaid-In
Accumulated
AccumulatedOtherComprehensive
Stockholders'
Shares
Amount
Capital
Deficit
Loss
Equity
Balance at December 31, 2022
66,287
11,479
Repurchases of common stock
(413
(4
(7,170
(7,174
Shares issued in connection with stock-based compensation plans, net
976
10
(9,807
(9,797
Stock-based compensation
6,049
Balance at March 31, 2023
66,850
668
1,501,016
(1,116,697
384,987
(532
(5
(9,987
(9,992
159
726
728
7,608
Balance at June 30, 2023
66,477
Balance at December 31, 2021
69,170
692
1,544,712
(1,145,382
(2,002
398,020
4,340
Other comprehensive income, net of tax
1,202
(338
(3
(4,997
(5,000
971
9
(7,705
(7,696
5,221
Balance at March 31, 2022
69,803
698
1,537,231
(1,141,042
(800
396,087
(1,717
(17
(18,292
(18,309
158
857
858
6,407
Balance at June 30, 2022
68,244
682
1,526,203
(1,135,497
391,388
Six Months EndedJune 30,
Cash flows from operating activities:
Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation
10,394
7,857
Amortization of intangible assets
38,317
39,697
Amortization of Accumulated other comprehensive loss on interest rate swap
2,362
Changes in fair value of contingent consideration
(5,182
13,520
11,628
Deferred income taxes
(92,587
(92
Provision for doubtful accounts
1,319
463
Amortization of debt issuance costs
1,549
1,630
Amortization of deferred revenue related to Accu-Trade Acquisition
(883
(1,767
Other, net
330
173
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable
(4,626
(4,383
Prepaid expenses and other assets
(8,065
(6,683
1,658
(2,422
(2,973
(9,904
Other liabilities
(2,194
(6,164
Net cash provided by operating activities
56,182
42,280
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired
(64,770
Capitalization of internally developed technology
(10,061
(7,624
Purchase of property and equipment
(508
(931
Net cash used in investing activities
(10,569
(73,325
Cash flows from financing activities:
Proceeds from Revolving Loan borrowings
45,000
Payments of long-term debt
(22,500
Payments for stock-based compensation plans, net
(9,069
(6,838
(17,154
(23,052
Net cash (used in) provided by financing activities
(48,723
10,110
Net decrease in cash and cash equivalents
(3,110
(20,935
Cash and cash equivalents at beginning of period
39,069
Cash and cash equivalents at end of period
18,134
Supplemental cash flow information:
Cash paid for income taxes
12,282
629
Cash paid for interest and swap
15,541
17,664
Notes to the Consolidated Financial Statements
NOTE 1. Description of Business and Summary of Significant Accounting Policies
Description of Business. Cars.com Inc. (the “Company” or “CARS”) is a leading automotive marketplace platform that provides a robust set of digital solutions that connect car shoppers with sellers. The Company empowers shoppers with the data, resources and digital tools needed to make informed buying decisions and seamlessly connect with automotive retailers. In a rapidly changing market, CARS enables dealers and automotive manufacturers (“OEMs”), with innovative technical solutions and data-driven intelligence, to better reach and influence ready-to-buy shoppers, increase inventory turn and gain market share.
In addition to Cars.com™, the Company’s brands include Dealer Inspire®, a website and digital solutions provider enabling dealers to be more efficient through connected digital experiences; FUEL™, an advertising solution providing dealers and OEMs the benefit of leveraging targeted digital video and display marketing to Cars.com’s audience of in-market car shoppers; DealerRater®, a leading car dealer review and reputation management technology solution; CreditIQ®, digital financing technology and Accu-Trade™, vehicle valuation and appraisal technology. The Company's portfolio of brands also includes NewCars.com®.
Basis of Presentation. These accompanying unaudited interim consolidated financial statements (“Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2022, which are included in the Company's Annual Report on Form 10-K as filed with the SEC on February 23, 2023 (the “December 31, 2022 Financial Statements”).
The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2022 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023.
Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.
Reclassifications. Certain prior year balances have been reclassified to conform to the current year presentation.
Principles of Consolidation. The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.
NOTE 2. Revenue
Revenue Summary. In the table below (in thousands), revenue is disaggregated by major products and services. The Company only has one reportable segment; therefore, further disaggregation is not applicable at this time.
Major products and services
Subscription advertising and digital solutions
139,935
135,432
277,269
267,679
Display advertising
23,621
20,859
47,478
41,908
Pay per lead
2,236
2,129
4,511
4,546
2,384
4,453
5,986
6,947
Notes to the Consolidated Financial Statements (continued)
NOTE 3. Business Combinations
Accu-Trade Acquisition. On March 1, 2022, the Company acquired certain of the assets and assumed certain liabilities of Accu-Trade, LLC; Accu-Trade Canada, LLC; Galves Market Data; and Headstart Logistics, LLC d/b/a MADE Logistics (collectively, “Accu-Trade”), which provides dealers with VIN-specific vehicle valuation and appraisal data, instant offer capabilities and logistics technology (the “Accu-Trade Acquisition”).
The Company expensed as incurred total acquisition costs of $2.0 million, of which zero and $1.0 million were recorded during the six months ended June 30, 2023 and 2022, respectively. These costs were recorded in General and administrative expenses in the Consolidated Statements of Income.
Purchase Price Allocation. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third-party valuations that utilize customary valuation procedures and techniques, such as the multi-period excess earnings and the relief of royalty methods. The Accu-Trade Acquisition purchase price allocation is as follows (in thousands):
Acquisition-dateFair Value
Cash consideration
64,663
Other consideration (1)
5,300
Contingent consideration (2)
23,936
Total purchase consideration
93,899
Assets acquired (3)
1,595
Identified intangible assets (4)
15,679
Total assets acquired
17,274
Total liabilities assumed (5)
(235
Net identifiable assets
17,039
76,860
8
Acquisition-Date Fair Value(in thousands)
Weighted-Average Amortization Period(in years)
Acquired software
12,926
Trade name
1,446
Customer relationships
1,307
Total
In connection with the Accu-Trade Acquisition, the Company recorded goodwill in the amount of $76.9 million, which is primarily attributable to sales growth from existing and future technology, product offerings, customers and the value of the acquired assembled workforce. All of the goodwill is considered deductible for income tax purposes.
NOTE 4. Fair Value Measurements
The Company's liabilities measured at fair value on a recurring basis consisted of the following (in thousands):
Fair value measurement at reporting date
Total as of June 30, 2023
Level 1
Level 2
Level 3
Contingent consideration
50,689
Total as of December 31, 2022
55,871
The roll-forward of the Level 3 contingent consideration from December 31, 2022 is as follows (in thousands):
As ofDecember 31, 2022
Fair Value Adjustment (1)
As ofJune 30, 2023
The Company's contingent consideration obligations are from arrangements resulting from acquisitions that involve potential future payment of consideration that is contingent upon the achievement of certain financial metrics or lender market share. The contingent consideration is classified on the Consolidated Balance Sheets based on expected payment dates. As of June 30, 2023, $25.5 million and $25.2 million were included within Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets, respectively. As of December 31, 2022, $9.4 million and $46.5 million were included within Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets.
The Company reviews and reassesses the estimated fair value of contingent consideration liabilities at each reporting period and the updated fair value could differ materially from the initial estimates. The Company measures contingent consideration recognized in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The fair value is measured based on a Monte Carlo simulation or a scenario-based method, depending on the earnout objective. The fair value measurement includes the following significant inputs: volatility and projected financial information. Significant increases or decreases to any of these inputs in isolation could result in a significantly higher or lower liability. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and each reporting period and the amount paid will be recognized in earnings.
As of June 30, 2023, other than projected financial information, volatility was the only significant input and assumption in the contingent consideration valuations. The volatility input ranged from 25% to 50%.
The Company expects to make payments on the contingent consideration in 2023, 2024 and 2025. For more information relating to contingent consideration, see Note 3 (Business Combinations).
NOTE 5. Debt
As of June 30, 2023, the Company was in compliance with the covenants under its debt agreements.
Term Loan. As of June 30, 2023, the outstanding principal amount under the Term Loan was $58.8 million and the interest rate in effect was 7.3%. During the six months ended June 30, 2023, the Company made $7.5 million in Term Loan payments.
Revolving Loan. As of June 30, 2023, $230.0 million was available to borrow under the Revolving Loan. The Company paid down $15.0 million and had zero drawdowns on the Revolving Loan during the six months ended June 30, 2023. The Company’s borrowings are limited by its Senior Secured Leverage Ratio and Consolidated Interest Coverage Ratio, among other factors, which are calculated in accordance with the Company's Credit Agreement, and were 0.3x and 5.7x as of June 30, 2023, respectively.
Fourth Amendment to the Credit Agreement. In the second quarter of 2023, the Company entered into an amendment (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment, among other things, memorializes certain terms of the Credit Agreement to replace the relevant benchmark provisions from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) and makes certain other conforming and mechanical changes. This amendment also included a more favorable credit spread adjustment. Except as modified by the Fourth Amendment, the existing terms of the Credit Agreement remain in effect.
Senior Unsecured Notes. In October 2020, the Company issued $400.0 million aggregate principal amount of 6.375% Senior Unsecured Notes due 2028. Interest on the notes is due semi-annually on May 1 and November 1.
Fair Value. The Company's debt is classified as Level 2 in the fair value hierarchy and the fair value is measured based on comparable trading prices, ratings, sectors, coupons and maturities of similar instruments. The approximate fair value and related carrying value of the Company's outstanding indebtedness, as of June 30, 2023 and December 31, 2022 were as follows (in millions):
Fair value
428.5
435.4
Carrying value
458.8
481.3
NOTE 6. Interest Rate Swap
The interest rate on borrowings under the Company’s Term Loan and Revolving Loan is floating and, therefore, subject to fluctuations. In order to manage the risk associated with changes in interest rates on its borrowing under the Term Loan and Revolving Loan prior to the October 2020 refinancing, the Company entered into an interest rate swap (the “Swap”) effective December 31, 2018. Under the terms of the Swap, the Company was locked into a fixed rate of interest of 2.96% plus an applicable margin, as defined in the Company’s Credit Agreement, on a notional amount of $300 million until May 31, 2022. Although the Swap was initially designated as a cash flow hedge of interest rate risk, hedge accounting was discontinued in June 2020. The loss on the hedge that was recorded in Accumulated other comprehensive loss at that time was amortized into Interest expense, net in the Consolidated Statements of Income ratably over the remaining term of the Swap.
The Swap expired on May 31, 2022 and, as such, is no longer recorded on the Consolidated Balance Sheets. During the six months ended June 30, 2023 and 2022, zero and $2.4 million, respectively was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net. During the six months ended June 30, 2022, the Company made payments of $3.3 million related to the Swap and $0.4 million was reclassified as a tax benefit from Accumulated other comprehensive loss into Income tax (benefit) expense on the Consolidated Statements of Income.
NOTE 7. Commitments and Contingencies
From time to time, the Company may become involved in actions, claims, suits or other legal or administrative proceedings arising in the ordinary course of business. The Company records a liability when it believes that it is both probable that a loss will be incurred and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its commitments and contingencies that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. The
Company is currently not involved in any pending or threatened litigation or claim that if determined adversely against the Company, individually or in the aggregate, would have a material adverse impact on the Company’s financial position, results of operations or cash flows.
NOTE 8. Stockholders' Equity
On February 24, 2022, the Company announced that its Board of Directors authorized a three-year share repurchase program to acquire up to $200 million of the Company's common stock. The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws and other applicable legal requirements. The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors, including price. The repurchase program may be suspended or discontinued at any time and does not obligate the Company to repurchase any specific amount or number of shares. The Company funds the share repurchase program principally with cash from operations. During the six months ended June 30, 2023, the Company repurchased and subsequently retired 0.9 million shares for $17.2 million at an average price paid per share of $18.17. During the six months ended June 30, 2022, the Company repurchased and subsequently retired 2.1 million shares for $23.3 million at an average price paid per share of $11.34.
NOTE 9. Stock-Based Compensation
Restricted Share Units (“RSUs”). RSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. RSUs are subject to graded vesting, generally ranging between one and three years and the fair value of the RSUs is equal to the Company's common stock price on the date of grant. RSU activity for the six months ended June 30, 2023 is as follows (in thousands, except for weighted-average grant date fair value):
Number of RSUs
Weighted-AverageGrant DateFair Value
Outstanding as of December 31, 2022
3,771
12.88
Granted
1,804
16.66
Vested and delivered
(1,587
10.52
Forfeited
(107
15.59
Outstanding as of June 30, 2023 (1)
3,881
15.52
Performance Share Units (“PSUs”). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. The percentage of PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s future performance related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization targets over a three-year performance period. These PSUs are subject to cliff vesting after the end of the respective performance period. PSU activity for the six months ended June 30, 2023 is as follows (in thousands, except for weighted-average grant date fair value):
Numberof PSUs
245
14.78
267
16.47
Outstanding as of June 30, 2023
512
15.66
Stock Options. Stock options represent the right to purchase shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. Stock options are subject to three-year cliff vesting and expire
11
10 years from the grant date. Stock option activity for the six months ended June 30, 2023 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term):
Number of Options
Weighted-Average Remaining Contractual Term (in years)
Aggregate Intrinsic Value
1,067
6.28
7.98
4,296
Exercised
7.48
10,004
Exercisable as of June 30, 2023
513
2.80
6.72
7,401
There were no stock options granted during the six months ended June 30, 2023. The fair value of the stock options granted during the six months ended June 30, 2022 are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions:
Risk-free interest rate
2.21
%
Weighted-average volatility
65.22
Dividend yield
0
Expected years until exercise
6.5
NOTE 10. Earnings Per Share
Basic earnings per share is calculated by dividing Net income by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans, unless the inclusion of such shares would have an anti-dilutive impact. As part of the Accu-Trade Acquisition, the Company may pay up to $15.0 million of the contingent consideration in stock at a future date. Those potential shares have been excluded from the computations below because they are contingently issuable shares, and the contingency to which the issuance relates was not met at the end of the reporting period. The computation of Earnings per share is as follows (in thousands, except per share data):
Net income (1)
Basic weighted-average common shares outstanding
Effect of dilutive stock-based compensation awards (2)
1,731
1,063
1,472
1,176
Diluted weighted-average common shares outstanding
Earnings per share, basic (1)
Earnings per share, diluted (1)
12
NOTE 11. Income Taxes
Deferred Tax Asset and Valuation Allowance. Prior to June 30, 2023, the Company concluded a valuation allowance was required against its deferred tax assets. In reaching this conclusion, in accordance with U.S. GAAP, the Company evaluated all available evidence, both positive and negative, and determined that the Company’s history of recent losses, primarily due to the goodwill and indefinite-lived intangible asset impairments, was significant negative evidence to require a valuation allowance. Therefore, the Company recorded a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized in future periods. At each reporting date, the Company evaluates the realizability of its deferred tax assets to determine whether a valuation allowance is warranted.
As of June 30, 2023, the Company evaluated all available evidence and determined that the Company's recent performance and future projections enabled the Company to release a significant portion of the Company's valuation allowance that was previously recorded.
Effective Tax Rate. The effective income tax rate, expressed by calculating the Income tax (benefit) expense as a percentage of income before income tax, substantially differed from the statutory federal income tax rate of 21%, primarily due to the release of a significant portion of the Company's valuation allowance of $103.3 million as of December 31, 2022.
13
Note About Forward-Looking Statements
This report 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. All forward-looking statements contained in this report are qualified by these cautionary statements. 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, global supply chain shortages, fluctuating fuel prices, rising interest rates, inflation and other factors we think are appropriate. Such forward-looking statements are based on estimates and assumptions that, while considered reasonable by the Company and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. While the Company and its management make such statements in good faith and believe such judgments are 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 only view such comparisons as historical data. 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 report. Factors that might cause such differences include, but are not limited to:
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For a detailed discussion of these 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, 2022, as filed with the Securities and Exchange Commission (“SEC”) on February 23, 2023 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 report in the context of these risks and uncertainties. The forward-looking statements contained in this report are based only on information currently available to us and speak only as of the date of this report. We undertake no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements in this report 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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our business, financial condition, results of operations and quantitative and qualitative disclosures should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis also contains forward-looking statements and should be read in conjunction with the disclosures and information contained in “Note About Forward-Looking Statements” in this Quarterly Report on Form 10-Q. The financial information discussed below and included elsewhere in this Quarterly Report on Form 10-Q may not necessarily reflect what our financial condition, results of operations and cash flows may be in the future.
References in this discussion and analysis to “we,” “us,” “our” and similar terms refer to Cars.com Inc. and its subsidiaries, collectively, unless the context indicates otherwise.
Business Overview
We are a leading automotive marketplace platform that provides a robust set of digital solutions that connect car shoppers with sellers. We empower shoppers with the data, resources and digital tools needed to make informed buying decisions and seamlessly connect with automotive retailers, automotive manufacturers (“OEMs”), other national advertisers and lenders. In a rapidly changing market, we enable dealers and OEMs with innovative technical solutions and data-driven intelligence, to better reach and influence ready-to-buy shoppers, increase inventory turn and operating efficiencies and gain market share.
In addition to Cars.com™, our brands include Dealer Inspire®, a website and digital solutions provider enabling dealers to be more efficient through connected digital experiences; FUEL™, an advertising solution providing dealers and OEMs the benefit of leveraging targeted digital video and display marketing to Cars.com’s audience of in-market car shoppers; DealerRater®, a leading car dealer review and reputation management technology solution; CreditIQ®, digital financing technology; and Accu-Trade™, vehicle valuation and appraisal technology. Our portfolio of brands also includes NewCars.com®.
Overview of Results
(in thousands)
Revenue
Key Operating Metrics
We regularly review a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make operating and strategic decisions. Key Operating Metrics are as follows (in thousands, except for Monthly Average Revenue Per Dealer and percentages):
% Change
Traffic
155,957
148,010
320,739
296,500
Average Monthly Unique Visitors
26,949
27,079
27,714
26,820
June 30, 2022
March 31, 2023
QoQ % Change
Dealer Customers
18,785
19,517
)%
19,186
(2
Monthly Average Revenue Per Dealer
2,472
2,326
2,386
Average Monthly Unique Visitors (“UVs”) and Traffic ("Visits"). UVs and Traffic are fundamental to our business. They are indicative of our consumer reach and the level of engagement they have with our platform. Although our consumer engagement does not directly result in revenue, we believe our ability to reach in-market car shoppers is attractive to our dealers, OEMs and national advertisers and a primary reason they do business with us. We have achieved audience scale as measured by UVs and Traffic, and we drive increased Traffic through a combination of continued growth in UVs and higher repeat visitation and engagement. Traffic increases can result in increased impressions, clicks and other lead events that we can ultimately monetize through our products and services.
We define UVs in a given month as the number of distinct visitors that engage with our platform during that month. Visitors are identified when a user first visits an individual CARS property on an individual device/browser combination or installs one of our mobile apps on an individual device. If a visitor accesses more than one of our 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 desktop and mobile properties (responsive sites and mobile apps). We measure UVs and Traffic via Adobe Analytics. These metrics do not include traffic to Dealer Inspire websites.
The growth in Traffic for the three months ended June 30, 2023 and the growth in Traffic and UVs for the six months ended June 30, 2023, were driven by increased consumer demand that we capitalized on as a result of shifts in paid user acquisition strategy and enhancements in our App and Website experiences. UVs remained relatively flat for the three months ended June 30, 2023.
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 Accu-Trade; however, no prior period has been recast as it would be impracticable to do so.
Dealer Customers decreased 4% and 2% from June 30, 2022 and March 31, 2023, respectively. The change in year-over-year dealer customers was driven in combination by anticipated churn from our 2023 marketplace repackaging initiative and a pull back by digital dealers in previous quarters.
Monthly Average Revenue Per Dealer (“ARPD”). We believe that our ability to grow ARPD is an indicator of the value proposition of our platform. We define 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, Accu-Trade is included in our ARPD metric, which had an immaterial impact on ARPD for the quarterly periods. No prior period has been recast as it would be impracticable to do so.
For the three months ended June 30, 2023, ARPD increased 6% and 4% compared to the three months ended June 30, 2022 and March 31, 2023, respectively. The increase was primarily driven by the marketplace repackaging initiative, including the adoption of higher tier packages, and growth in digital solutions.
Factors Affecting Our Performance. Our business is impacted by changes in the larger automotive ecosystem, including inventory supply, supply chain disruptions, semiconductor shortages, vehicle acquisition cost, electric vehicle adoption, employee retention and changes related to automotive advertising, among other macroeconomic factors. Changes in vehicle sales volumes in the United States also influence OEMs’ and dealerships’ willingness to increase investments in technology solutions and automotive marketplaces like Cars.com and could impact our pricing strategies and/or revenue mix.
Our long-term success will depend in part on our ability to continue to transform our business toward a multi-faceted suite of digital solutions that complement our online marketplace offerings. We believe our core strategic strengths, including our powerful family of brands, growing high-quality audience and suite of digital solutions for advertisers, will assist us as we navigate a rapidly changing automotive environment. Additionally, we are focused on equipping our customers with digital solutions to enable them to compete in an environment in which an increasing number of car-buying customers are shopping online. These solutions include virtual showrooms, online chat, vehicle financing, appraisal and valuation, instant offer capabilities and our audience-targeted marketing solutions, which allows dealers to target in-market shoppers on streaming platforms. The foundation of our continued success is the value we deliver to customers via our large audience of in-market, car shoppers and innovative solutions.
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Results of Operations
Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022
(In thousands, except percentages)
$ Change
9,322
(1,742
(12
(2,277
(48
5,303
911
1,839
3,498
438
1,668
8,354
(3,051
(20
897
(10
Other expense, net
(3,079
***%
(2,182
(5,233
(83
(93,814
88,581
*** Not meaningful
Dealer revenue. Dealer revenue consists of marketplace, digital solutions, including website solutions and Accu-Trade and media products sold to dealer customers, and is typically subscription-oriented in nature. Dealer revenue is our largest revenue stream, representing 91% and 88% of total revenue for the three months ended June 30, 2023 and 2022, respectively. Dealer revenue increased $9.3 million or 6% compared to the three months ended June 30, 2022, driven primarily by growth in solutions revenue, growth in marketplace driven by the marketplace repackaging initiative, partially offset by a reduction in revenue from digital dealers.
OEM and National revenue. OEM and National revenue consists of display advertising and other solutions sold to OEMs, advertising agencies, automotive dealer associations and auto adjacent businesses, including insurance companies. OEM and National revenue represents 7% and 9% of total revenue for the three months ended June 30, 2023 and 2022, respectively. OEM and National revenue decreased $1.7 million or 12%, primarily due to pullbacks in spending from some of our OEM and insurance customers in response to certain macroeconomic factors.
Other revenue. Other revenue primarily consists of revenue related to the Accu-Trade license agreement and vehicle listing data sold to third parties, as well as a lead product. Other revenue represents 2% and 3% of total revenue for the three months ended June 30, 2023 and 2022, respectively. Other revenue decreased $2.3 million or 48%, primarily due to the anticipated expiration in the first quarter of 2023 of the Accu-Trade license agreement entered into as part of the acquisition. For more information, see Note 3 (Business Combinations).
Cost of revenue and operations. Cost of revenue and operations expense primarily consists of costs related to processing dealer vehicle inventory, product fulfillment, pay per lead products and compensation costs for the product fulfillment and customer service teams. Cost of revenue and operations expense represents 18% of total revenue for the three months ended June 30, 2023 and 2022. Cost of revenue and operations increased, primarily due to higher compensation costs, partially offset by lower third party costs.
Product and technology. The product team creates and manages consumer and dealer-facing innovation and user experience. The technology team develops and supports our products, websites and mobile apps. Product and technology expense includes compensation costs, consulting and contractor costs, hardware and software maintenance, software licenses and other infrastructure costs. Product and technology expense represents 15% and 14% of total revenue for the three months ended June 30, 2023 and 2022, respectively. Product and technology expense increased, primarily due to higher compensation and third-party costs, including licenses and consulting.
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Marketing and sales. Marketing and sales expense primarily consists of traffic and lead acquisition costs, performance and brand marketing, trade events, compensation costs and travel for the marketing, sales and sales support teams, as well as bad debt expense related to the allowance for doubtful accounts. Marketing and sales expense represents 35% and 34% of total revenue for the three months ended June 30, 2023 and 2022, respectively. Marketing and sales expense increased, primarily due to higher compensation, as well as higher marketing and advertising costs due to our new advertising campaign.
General and administrative. General and administrative expense primarily consists of compensation costs for certain of the executive, finance, legal, human resources, facilities and other administrative employees. In addition, general and administrative expense includes office space rent, legal, accounting and other professional services, transaction-related costs, severance, transformation and other exit costs and costs related to the write-off of assets. General and administrative expense represents 10% and 11% of total revenue for the three months ended June 30, 2023 and 2022, respectively. General and administrative expense increased primarily due to increased compensation costs, including stock-based compensation, partially offset by a decrease in professional fees and severance related costs.
Depreciation and amortization. Depreciation and amortization expense increased, primarily due to depreciation and amortization on additional assets acquired, partially offset by certain assets being fully depreciated and amortized as compared to the prior-year period.
Interest expense, net. Interest expense, net decreased by $0.9 million compared to the prior year period due to the maturity of the interest rate swap and a reduction in total indebtedness, partially offset by higher interest rates in 2023. For information related to our debt, see Note 5 (Debt) and Note 6 (Interest Rate Swap) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
Other expense, net. Other expense, net changed primarily due to the change in the fair value of contingent consideration associated with the CreditIQ and Accu-Trade acquisitions. For more information related to contingent consideration, see the Liquidity and Capital Resources section below, Note 3 (Business Combinations) and Note 4 (Fair Value Measurements).
Income tax (benefit) expense. The Income tax benefit was $93.1 million, primarily due to the release of a significant portion of our valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and intangible asset impairment. For more information, see Note 11 (Income Taxes).
Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022
18,749
(3,373
(1,212
(16
14,164
2,954
4,633
4,701
2,182
1,157
15,627
(1,463
(6
1,983
(11
Other income, net
4,952
***
6,935
(38
5,472
68
Income tax benefit
(90,248
95,720
Dealer revenue. Dealer revenue is our largest revenue stream, representing 90% and 89% of total revenue for the six months ended June 30, 2023 and 2022, respectively. Dealer revenue increased $18.7 million or 7% compared to the six months ended June 30, 2022, driven
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primarily by growth in solutions revenue, growth in marketplace driven by the marketplace repackaging initiative offset in part by a reduction in revenue from digital dealers.
OEM and National revenue. OEM and National revenue represents 8% and 9% of total revenue for the six months ended June 30, 2023 and 2022, respectively. OEM and National revenue decreased $3.4 million or 12%, primarily due to pullbacks in spending from some of our OEM and insurance customers in response to certain macroeconomic factors.
Other revenue. Other revenue represents 2% of total revenue for the six months ended June 30, 2023 and 2022. Other revenue decreased $1.2 million or 16%, primarily due to the anticipated expiration in the first quarter of 2023 of the Accu-Trade license agreement entered into as part of the acquisition. For more information, see Note 3 (Business Combinations).
Cost of revenue and operations. Cost of revenue and operations expense represents 18% of total revenue for the six months ended June 30, 2023 and 2022. Cost of revenue and operations increased, primarily due to higher compensation costs.
Product and technology. Product and technology expense represents 15% and 14% of total revenue for the six months ended June 30, 2023 and 2022, respectively. Product and technology expense increased, primarily due to higher compensation, including stock-based compensation, as well as third-party costs, including licenses and consulting.
Marketing and sales. Marketing and sales expense represents 35% of total revenue for the six months ended June 30, 2023 and 2022. Marketing and sales expense increased, primarily due to higher compensation, third-party costs and an increase in our provision of doubtful accounts, partially offset by lower spend due to strong traffic generation in the year.
General and administrative. General and administrative expense represents 11% of total revenue for the six months ended June 30, 2023 and 2022. General and administrative expense increased, primarily due to increased compensation costs, including stock-based compensation, as well as severance related costs, partially offset by a decrease in professional fees.
Interest expense, net. Interest expense, net decreased by $2.0 million compared to the prior year period due to the maturity of the interest rate swap and a reduction in total indebtedness, partially offset by higher interest rates in 2023. For information related to our debt, see Note 5 (Debt) and Note 6 (Interest Rate Swap) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
Other income, net. Other income, net changed primarily due to the change in the fair value of contingent consideration associated with the CreditIQ and Accu-Trade acquisitions. For more information related to contingent consideration, see the Liquidity and Capital Resources section below, Note 3 (Business Combinations) and Note 4 (Fair Value Measurements).
Income tax benefit. The Income tax benefit was $92.0 million, primarily due to the release of a significant portion of our valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and intangible asset impairment. For more information, see Note 11 (Income Taxes).
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Liquidity and Capital Resources
Overview. Our primary sources of liquidity are cash flows from operations, available cash reserves and borrowing capacity available under our credit facilities. Our positive operating cash flow, along with our Revolving Loan, provide adequate liquidity to meet our business needs for the next 12 months and beyond, including those for investments, debt service, share repurchases, contingent consideration payments and strategic acquisitions. However, our ability to maintain adequate liquidity in the future is dependent upon a number of factors, including our revenue, our ability to contain costs, including capital expenditures, and to collect accounts receivable and various other macroeconomic factors, many of which are beyond our direct control.
As discussed below, we are subject to certain financial and other covenants contained in our debt agreements, as amended, including by the Fourth Amendment to the Credit Agreement. For information related to the Credit Amendment, as amended, see Note 7 (Debt) in Part II, Item 8., “Financial Statements and Supplementary Data”, of our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 23, 2023.
We may also seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. If we need to access the capital markets, there can be no assurance that financing may be available on attractive terms, if at all. As of June 30, 2023, Cash and cash equivalents were $28.6 million and including our undrawn Revolving Loan, our total liquidity was $258.6 million.
Indebtedness. As of June 30, 2023, the outstanding aggregate principal amount of our indebtedness was $458.8 million, at an effective interest rate of 6.5%, including $400.0 million of outstanding principal under the bonds, which carries an interest rate of 6.375% and $58.8 million of outstanding principal under the Term Loan which had an interest rate of 7.3% at June 30, 2023.
During the six months ended June 30, 2023, we made $7.5 million in mandatory Term Loan payments and we repaid $15.0 million on our Revolving Loan. As of June 30, 2023, $230.0 million was available to borrow under the Revolving Loan. Our borrowings are limited by our Senior Secured Leverage Ratio and Interest Coverage Ratio, in addition to other factors. Calculated in accordance with our Credit Agreement, these ratios were 0.3x and 5.7x as of June 30, 2023, respectively. For further information, see Note 5 (Debt) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
In the second quarter of 2023, we entered into an amendment (the “Fourth Amendment”) to the Credit Agreement, dated May 31, 2017. The Fourth Amendment, among other things, memorializes certain terms of the Credit Agreement to replace the relevant benchmark provisions from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) and makes certain other conforming and mechanical changes. This amendment also included a more favorable credit spread adjustment. Except as modified by the Fourth Amendment, the existing terms of the Credit Agreement remain in effect.
Share Repurchase Program. On February 24, 2022, we announced that our Board of Directors authorized a three-year share repurchase program to acquire up to $200 million of our common stock. We may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws and other applicable legal requirements, and subject to our blackout periods. We intend to fund the share repurchase program principally with cash from operations. During the six months ended June 30, 2023, we repurchased and subsequently retired 0.9 million shares for $17.2 million at an average price paid per share of $18.17.
Contingent Consideration. The fair value as of June 30, 2023 for the contingent consideration related to the CreditIQ and Accu-Trade acquisitions was $50.7 million. Within the next twelve months, we expect to pay $30.9 million of the potential contingent consideration amounts discussed below.
As part of the Accu-Trade Acquisition, we may be required to pay additional consideration to the former owners based on achievement of an earnings-related metric. For the Accu-Trade contingent consideration, we have the option to pay consideration in cash or certain amounts in stock, which may result in a variable number of shares being issued. The actual amount to be paid will be based on the acquired business’ future performance to be attained over a three-year performance period through February 2025.
As part of the CreditIQ Acquisition, we may be required to pay additional cash consideration to the former owners based on two earn-out achievement objectives, including an earnings-related metric and lender market share. The actual amount to be paid will be based on the acquired business’ future performance to be attained over a three-year performance period through December 2024. For information related to the contingent consideration, see Note 4 (Fair Value Measurements) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q and Note 3 (Business
21
Combinations) in Part II, Item 8., “Financial Statements and Supplementary Data”, of our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 23, 2023.
Cash Flows. Details of our cash flows are as follows (in thousands):
Change
Net cash provided by (used in):
Operating activities
13,902
Investing activities
62,756
Financing activities
(58,833
Net change in cash and cash equivalents
17,825
Operating Activities. The increase in cash provided by operating activities was primarily related to changes in operating assets and liabilities during the six months ended June 30, 2023.
Investing Activities. The decrease in cash used in investing activities was primarily related to the payment for the Accu-Trade Acquisition in 2022.
Financing Activities. During the six months ended June 30, 2023, cash used in financing activities was primarily related to debt repayments, repurchases of common stock and tax payments made in connection with the vesting of certain equity awards. During the six months ended June 30, 2022, cash provided by financing activities was primarily related to $45.0 million of proceeds from Revolving Loan borrowings related to the Accu-Trade Acquisition, partially offset by repurchases of common stock and tax payments made in connection with equity award vestings. For information related to our debt and repurchases of common stock, see Note 5 (Debt) and Note 8 (Stockholders' Equity) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
Commitments and Contingencies. For information related to commitments and contingencies, see Note 7 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements. We do not have any material off-balance sheet arrangements.
Critical Accounting Policies. For information related to critical accounting policies, see “Critical Accounting Policies and Estimates” in Part II, Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 23, 2023 and see Note 1 (Description of Business and Summary of Significant Accounting Policies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q. During the six months ended June 30, 2023, there have been no changes to our critical accounting policies.
Recent Accounting Pronouncements. There were no significant new accounting pronouncements applicable to us in the period.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, see “Quantitative and Qualitative Disclosures About Market Risk,” in Part II, Item 7A., of our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 23, 2023. Our exposures to market risk have not changed materially since December 31, 2022.
Item 4. Controls and Procedures
Disclosure Controls and Procedures. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control Over Financial Reporting. During the period covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
For information relating to legal proceedings, see Note 7 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
Our business and the ownership of our common stock are subject to a number of risks and uncertainties, including those described in Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 23, 2023, which could materially affect our business, financial condition, results of operations and future results. There have been no material changes from the risk factors described in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities by Issuer
None.
Purchases of Equity Securities by Issuer
Our stock repurchase activity for the three months ended June 30, 2023 is as follows:
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (3)
April 1 through April 30, 2023
154,193
19.36
140,858
May 1 through May 31, 2023
199,420
18.36
137,196
June 1 through June 30, 2023
178,602
18.73
133,852
532,215
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
10b5-1 Plan
On May 24, 2023, Alex Vetter, Chief Executive Officer and Director of the Company, adopted a written pre-arranged trading plan to sell shares of the Company's common stock (the “Plan”). The Plan was adopted during an open trading window and is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 10b5-1 permits a person to adopt written, pre-arranged plans for trading in a company’s securities under specified conditions and for specified periods of time when such person is not in possession of material, non-public information about the company.
Under the Plan, a maximum of 212,000 shares of the Company’s common stock may be sold on multiple predetermined dates starting on August 24, 2023 and ending no later than August 26, 2024. The purpose of the Plan is for estate and family financial planning and to provide asset diversification. The transactions under the Plan will be disclosed publicly through Form 4 and Form 144 filings, as applicable, with the SEC.
Amendment to Credit Agreement
On June 23, 2023, the Company entered into an amendment (the “Fourth Amendment”) to the Credit Agreement which, among other things, memorializes certain terms of the Credit Agreement to replace the relevant benchmark provisions from LIBOR to SOFR and makes certain other conforming and mechanical changes. This amendment also included a more favorable credit spread adjustment. Except as modified by the Fourth Amendment, the existing terms of the Credit Agreement remain in effect.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
J.P. Morgan Chase Bank, N.A., ("JPMorgan") is a lender and the administrative agent under the Credit Agreement. The Company has various relationships with JPMorgan and its respective affiliates. In addition, JPMorgan, or its respective affiliates, have had in the past, and may have in the future, various relationships with the Company involving the provision of financial or other advisory services, including cash management, investment banking and brokerage services. JPMorgan, or its respective affiliates, have received, and may in the future receive, customary principal and interest payments, fees and expenses for these services.
Item 6. Exhibits
Exhibit Index
Exhibit
Number
Description
3.1**
Amended and Restated Certificate of Incorporation of Cars.com Inc. (incorporated by reference to Exhibit 3.1 of Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No. 001-37869).
3.2**
Amended and Restated Bylaws of Cars.com Inc. (incorporated by reference to Exhibit 3.2 of Cars.com Inc.’s Form 8-K filed on October 23, 2018, File No. 001-37869).
10.1*
Fourth Amendment to Credit Agreement dated as of June 23, 2023 among Cars.com Inc., each lender from time to time party thereto, the other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent.
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted with Inline XBRL (included with Exhibit 101 attachments)
* Filed herewith.
** Previously filed.
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 thereunto duly authorized.
Date: August 3, 2023
By:
/s/ T. Alex Vetter
T. Alex Vetter
Chief Executive Officer
/s/ Sonia Jain
Sonia Jain
Chief Financial Officer