2019
ANNUAL
REPORT
CARS 2019:
Realizing the Results of
our Solutions Strategy
Audience Growth and Leading Market Share Gains
Delivered record traffic levels and leading market position
and SEO within competitive set
Completion of Affiliate Channel Conversions
100% of dealer customers now served through direct
sales channel, supporting expected uplift in 2020
Operational Efficiencies and Cost Savings
Realized significant operating efficiencies through
sales and technology transformations
Digital Solutions Strategy
Achieved double-digit solutions growth even before
new OEM partnership revenue is realized
Environmental, Social & Governance
Recent disclosure around CARS’ high ESG standards,
including around our culture, people, data security,
community and the environment
OUR FELLOW SHAREHOLDERS,
2019 was a watershed year for our business. We celebrated reconnecting directly with
thousands of dealers in our former affiliate territories after a focused two-year reunion effort.
Rapid audience growth continued unabated as we increased our sector-leading SEO ranking
and perfected our sophisticated growth marketing capabilities. Dealers and OEMs such
as General Motors embraced product innovations at a double-digit pace. We retooled our
organization and operational platform to align with our winning business strategy, mostly through
sales and technology transformations, and unlocked significant operating and cost efficiencies
in the process.
The clearest evidence of the efficacy of our strategy is that we finished the year with a growing
dealer base and continued the positive momentum through the first two and a half months
of 2020. As we go to print, our auto dealer and OEM customers are facing unprecedented
challenges associated with COVID-19. Advances made over the last three years put us in a
unique position to support our dealer and OEM customers through the strength of our brand
that attracts in-category shoppers, and through the delivery of established and recently launched
innovations that facilitate auto sales to car buyers, whether they shop in the showroom or at home.
Our unique sales proposition: uniting media, digital solutions and data
The key pillars of a two-sided online marketplace strategy are to have the largest in-market
audience and to offer a range of the most relevant innovations that enable dealers and OEMs
to sell more cars in their competitive environments.
For Cars.com, developing the most useful innovations and infusing them with deep cross-model
shopper insights has been our quest since becoming a stand-alone public company. Our solutions
strategy and dealer advocacy are the differentiating factors that put us on the path to market
leadership, especially when coupled with our rapidly growing audience and user data.
A prime example of best-in-class innovation is our Dealer Inspire website business, of which we
could not be more proud. Demand for Dealer Inspire products has been insatiable, leading to
consistent double-digit growth rates since inception. The OEM endorsements earned in 2019 are
yet another external indicator of the strength of our solutions strategy that underpins accelerated,
realizable growth. In particular, our new partnership with General Motors in 2019 opened the door
for us to sell our website solutions on a semi-exclusive basis to over 4,000 new franchise dealers
across the country. Our team secured more than 800 sign-ups in the initial enrollment window
alone. With website development now well underway, we expect to benefit from substantial OEM
franchise subscription revenue following production and official launch later in 2020.
The innovation pipeline in 2019 further demonstrates our continued focus on developing digital
solutions for dealers and OEMs that leverage our traffic strength and translate to higher dealer
ROI. We believe the value and endorsements received by trade customers yield stickier dealer
relationships and ARPD growth. We are particularly excited about the potential impact of FUEL™
In-Market Video, which we launched at the National Automobile Dealers Association annual
conference in January 2020. This new solution was developed in response to an ineffective
marketing model: Today the auto industry spends nearly $10 billion with mass-market TV
advertising despite the fact that only a fraction of the population is in market looking for a car
at any given time. Conversely, more than 80% of Cars.com shoppers are currently in the market
to buy a new car. For the first time ever, dealers will be able to leverage in-market data and run
targeted video messages that reach car shoppers directly.
This service was widely recognized as one of the most innovative new offerings when we launched
it at the NADA conference this year, and dealer pre-enrollments exceeded even our expectations.
In early 2020, many dealers have recognized the need to satisfy car buyers seeking home
shopping and delivery. We were able to meet demand and have rolled out virtual showroom and
home-delivery badging in support of participating dealers. Cars.com is committed to continue
industry-leading innovations as we continue to advocate for and support the dealer and OEM
communities.
Securing our position as No. 1 audience and No. 1 brand
We are especially gratified by our continued successful growth in traffic. In 2019, we grew our
audience market share by a sector-leading 33%, driven by record traffic levels. We are now
No. 1 in SEO among our competitive set, reflecting the strength of our brand, our technical
sophistication and our differentiated product strategy that focuses on delivering high-quality
content. We grew our market share in unique visits to 23% in 2019 and are now the fastest-growing
player within our category. But we’re not just reaching a high number of car shoppers, we’re also
driving the most high-quality engagements. Following our recent launch of PRIZM—our new
proprietary reporting dashboard—we found that Cars.com is driving four-times-higher quality
traffic than any other source.
The momentum and leadership we earned in audience is truly a reflection of car shoppers’
preference for the Cars.com brand. Leveraging the strength of our deep, expert editorial content
and original reviews, our relentless pursuit of an ever-increasing, quality car-shopping audience is
ingrained in our DNA.
Dealer advocacy is nonnegotiable and core to our heritage
Dealers come to us for our innovation and audience. They stay for service. This differentiator is
rooted in our deep commitment to delivering more sustainable ROI and quality leads as well as
creating a level playing field by always listening to and supporting our dealer partners. Industry
recognition of our superior value proposition and our dedication to the local dealer community is
on the rise, evident most recently in our strong dealer growth as we ended 2019 and continuing
into early 2020.
As a subscription business, the customer churn we experienced throughout the first half of 2019
contributed to year-over-year revenue declines. Beginning in the second half of 2019, however,
improved retention rates provided evidence that our strategy was being validated. Retention and
dealer sales both improved in the fourth quarter and the positive trajectory continued in early
2020. Rapid audience growth, improved sales effectiveness, direct access to all customers, and
our solutions strategy will allow us to continue to forge new dealer relationships and deepen
current ones in 2020 and beyond. Of course, the COVID-19 impact on automobile sales will
unfortunately challenge all dealers as they fight to thrive and some to survive. We are proactively
supporting our dealer and OEM customers with the strength of our audience, innovation, data and
financial resources to address market challenges.
2019 also marked the end of our affiliate channel relationships and a most welcome reunion
with our dealer partners in those geographies. In retiring this legacy structure, we now enjoy
direct commercial relationships with our entire customer base. Our former affiliates are no longer
involved with any dealers nor will we continue to share substantial revenue with them. This was
a milestone we had been working toward ever since we became a public company, and we’re
thrilled that this is finally realized. Upon expiration of the original contract dates in mid-2020, we
will unlock significant revenue and cash flow uplift.
Reinventing national OEM advertising
Throughout much of 2019, the secular factors impacting the OEM advertising environment
created headwinds across North American online auto marketplaces. Through a combination
of product shifting that leveraged our rich in-market shopping traffic and new collaborative
solutions that we could develop thanks to our specialist industry pedigree, we stabilized national
advertising as fourth-quarter revenues increased as compared to the first three quarters of the
year. The positive momentum continued in 2020 with upfront commitments from OEMs generally
performing consistent with last year. We will continue our active collaboration with our OEM
clients on marketing solutions and partner with them to address environmental challenges in 2020.
Financial performance
We delivered 2019 results in line with our latest guidance for the year. For the full year 2019,
Revenue was $606.7 million and Adjusted EBITDA $167.3 million, or 28% of Revenue. We repaid
$48.1 million of net Term Loan and Revolving Credit Facility debt and returned about $40 million
of cash to shareholders through share repurchases. In 2020, the primary focus of our capital
allocation is to manage our liquidity and support our customers in a period when they face
considerable challenges. We look forward to the completion of the affiliate payments in
mid-2020 and the corresponding material contractual uplift in our second-half cash flows.
Depending on the duration of the COVID-19 coronavirus spread and mobility restrictions, we
expect to benefit from the substantial strategic and operating achievements made throughout
2019 and produce positive organic Revenue growth trends. As previously articulated prior to the
onset of restrictive measures associated with the COVID-19 virus, the progression of Revenue and
operating metrics in 2019 and early 2020 underpinned our expectations for strong end-of-year
2020 growth rates for Revenue and Adjusted EBITDA. We will be actively monitoring the evolving
economy and managing our liquidity as we support car buyers and sellers to minimize any
negative consequences for our customers and for ourselves before resuming strong growth again.
We want to thank our employees for the hard work and dedication that they bring every single
day — our accomplishments as a company are truly a testament to the passion and innovation of
our people. And finally, we would like to thank you—our shareholders—for your continued support
as we drive forward in this journey. We’re excited for what’s ahead.
Alex Vetter
President and Chief Executive Officer
Scott Forbes
Chairman of the Board
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(cid:3) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
(cid:4) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-37869
Cars.com Inc.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
300 S. Riverside Plaza, Suite 1000
Chicago, IL
(Address of principal executive offices)
81-3693660
(I.R.S. Employer
Identification No.)
60606
(Zip Code)
Registrant’s telephone number, including area code: (312) 601-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, Par Value $0.01 Per Share
Trading
Symbol
CARS
Name of each exchange on which registered
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:4) No (cid:3)
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes (cid:4) No (cid:3)
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 (cid:3) No (cid:4)
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 (cid:3) No (cid:4)
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
(cid:3)
(cid:4)
Non-accelerated filer
Emerging growth company (cid:4)
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. (cid:4)
Smaller reporting company
Accelerated filer
(cid:4)
(cid:4)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:4) No (cid:3)
At June 30, 2019, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of common stock held by
non-affiliates was $1,314,771,840 based on the closing sale price of common stock on such date of $19.72 per share on the New York Stock Exchange.
The number of shares of Registrant’s Common Stock outstanding as of February 19, 2020 was 66,810,957.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to be held on May 14, 2020, are
incorporated by reference into Part III of this Report.
Page
1
5
15
15
15
15
16
17
18
29
29
56
56
58
59
59
59
59
59
60
63
Table of Contents
Business
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
ii
PART I
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. Forward-looking statements
include information concerning our business strategies, strategic alternatives review process, plans and objectives, market potential,
outlook, trends, future financial performance, planned operational and product improvements, potential strategic transactions, liquidity
and other matters and involve known and unknown risks that are difficult to predict. As a result, our actual financial results,
performance, achievements, strategic actions or prospects may differ materially from those expressed or implied by these forward-
looking statements. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “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, based on our 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 necessarily based upon 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. You should understand that these statements are not guarantees of strategic action,
performance or results. Our actual results could differ materially from those expressed in the forward-looking statements. Given these
uncertainties, forward-looking statements should not be relied on in making investment decisions. Comparisons of results between
current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such,
and should only be viewed 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 to differ materially from those expressed in the forward-looking statements contained in
this report. For a detailed discussion of many 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” of this report. All forward-looking
statements contained in this report are qualified by these cautionary statements. 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 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.
Item 1. Business. Cars.com Inc., a Delaware corporation, and its consolidated subsidiaries are referred to here as “CARS,” the
“Company,” “our,” “us” or “we,” unless the context indicates otherwise. CARS conducts all of its operations through its
wholly owned subsidiaries.
Overview. We are a leading digital marketplace and solutions provider for the automotive industry that connects car shoppers with
sellers and original equipment manufacturers (“OEM”s). Our marketplace empowers shoppers with the resources and information to
make confident car buying decisions, while our digital solutions and technology platform helps sellers improve operational efficiency,
profitability and sales. Our portfolio of brands includes Cars.com, Dealer Inspire and DealerRater, in addition to Auto.com,
NewCars.com and PickupTrucks.com.
Marketplace. The CARS marketplace consists of a fully-responsive website that is accessible on a user’s device of choice as well as
the No. 1 downloaded and rated mobile application in our category. It features a database of 4.5 million new and used vehicle listings,
more than eight million consumer and expert reviews, a significant news and research section, consisting of original editorial content
from a team of automotive experts, and several pricing, comparison and research tools to help guide shoppers on their path to
purchase. Recently launched shopper solutions include:
• Matchmaker: More than 70 percent of early-stage car shoppers are undecided about make and model, and yet all car search sites
begin the same way: by asking consumers to select make or model. In 2018, Cars.com launched “Matchmaker,” a new, simple
search experience powered by machine learning that helps match undecided shoppers with the best car for them based on their
individual lifestyle and preferences.
•
Pricing Tools: In addition to a pricing calculator and intuitive price comparison tool featured on each vehicle details page, we
also offer a series of deal badges to help shoppers understand how well a particular vehicle is priced within the market they are
shopping. Our deal badges consider several different factors impacting a vehicle’s value, including its condition, ownership
history, popular features and market factors. Our “Hot Car” badge leverages predictive analytics to determine how quickly a
vehicle will sell. We analyze over 50 factors affecting vehicle supply, demand and pricing on a market level to alert shoppers of
exceptional deals and encourage them to act now.
1
•
Salesperson Connect: In 2017, we became the first marketplace to offer dealership salespeople reviews with the launch of
Salesperson Connect. The feature allows shoppers to read salesperson related reviews, select and connect with a salesperson
before ever stepping foot on a dealership lot.
Digital Solutions & Technology Platform. As we expand beyond an inventory listings provider to a full-service digital solutions
provider, bolstered by our acquisitions of Dealer Inspire and DealerRater, our offerings and value proposition for both shoppers and
sellers has strengthened. Dealer Inspire, acquired in 2018, is an automotive technology leader that provides market-leading websites,
technology solutions and advertising services to dealers across the United States and Canada. DealerRater, acquired in 2016, is one of
the nation’s leading sources of user-generated reviews of both automobile dealers and dealership salespeople. Through DealerRater,
we help dealerships establish and manage their reputations. DealerRater’s six million reviews are syndicated across a variety of
platforms (including Cars.com), reaching more than 40 million consumers, digitally, each month.
Digital Advertising. We offer dealers and manufacturers a variety of digital advertising services and solutions, including our core
inventory listings package, display advertising, social media advertising, video marketing, paid search and email marketing.
History. CARS was established in 1998 as part of a joint venture formed by a number of leading newspaper and broadcast companies
that realized their historic classified advertising businesses were being eroded as advertising began to move to the Internet. In 2014,
one of the joint ventures, Gannett Co., Inc. (“Gannett”) acquired the interests of the other joint venturers, and we became a wholly-
owned subsidiary of Gannett. On May 31, 2017, Gannett, which had changed its name to TEGNA Inc. (“TEGNA”), effected a spin-
off of Cars.com along with the DealerRater business that it had acquired in 2016 (the “Spin”), creating Cars.com Inc. and distributing
100% of our common stock to TEGNA’s shareholders. On June 1, 2017, our common stock began trading on the New York Stock
Exchange (the “NYSE” under the ticker symbol “CARS”). In February 2018, we acquired the stock of privately held Dealer Inspire
Inc. and, substantially all the assets of Launch Digital Marketing LLC, which provided the digital marketing services now offered by
Dealer Inspire.
Industry Dynamics. CARS operates in the large and growing automotive advertising and technology solutions market. According to
the Borrell Associates’ 2018 Automotive Outlook report, approximately 67% of the $34 billion U.S. auto advertising industry is spent
on digital marketing. Over the next five years, advertising for the automotive industry is expected to grow to approximately $37
billion, with digital advertising expected to reach 74% of the overall market spend over the same period. Furthermore, dealers spend
three times more on solutions than marketing, according to the same report.
Automotive dealers are facing increasing market pressures to become more competitive in attracting car buyers. Margins are
compressing while consumer expectations are growing. Dealers are investing more on technology solutions and their first-party
platforms (their own websites). CARS is the only combined marketplace and solutions provider in the market today. Moving beyond a
pure marketplace model to a comprehensive, multi-faceted sales-oriented suite of tools and solutions, with one of the biggest online
marketplaces as its crown jewel, allows for unique product offerings that cannot be found or emulated by any competitor.
For shoppers, buying a car is one of life’s most significant and researched decisions. According to a 2018 Mintel study, two out of
three car shoppers believe buying a vehicle is stressful. Numerous product options with opaque, negotiable prices and gaps in the
online-to-offline shopping experience add complexity to an already overwhelming decision-making process. Consumers want an
improved shopping experience. Automotive marketplaces help car shoppers research and facilitate their car purchase. According to the
2018 Car Buyer Journey study conducted by IHS Markit, nearly 80% of car shoppers utilize third-party sites such as Cars.com and
spend more than 60% of their research time on these sites.
We see an opportunity to continue to address pain-points for both car shoppers and sellers. CARS makes shopping easier by providing
the tools and information needed to better prepare consumers for the visit to the dealership lot, and we deliver solutions that drive
efficiency, profitability and improved sales for sellers.
Our Business
Customers. Our core customers are car dealerships and automotive manufacturers. 84.3% of our revenue is generated from car
dealerships, while 13.3% comes from manufacturers and national advertisers and 2.4% is generated from customers within peer
industries.
• Dealer Customers. As of December 31, 2019, we served 18,834 dealer customers, including both franchise dealers and
independent dealers, in all 50 states.
• Manufacturers. As of December 31, 2019, we served all but one of the major automakers selling vehicles in the United States.
2
Shoppers. Attracting ready-to-buy car shoppers to our marketplace is crucial to meeting the needs of our automotive customers. We
believe we are the category leaders in organic traffic and the vast majority of our traffic is organic. Eight out of ten consumers who
visit Cars.com intend to purchase a vehicle, and we believe we have some of the category’s strongest site engagement.
Solutions. We generate revenue primarily through the sale of online subscription advertising products to car dealer customers, which
enable dealers access to our high-quality, in-market audience of car shoppers through their vehicle inventory listing. The growth of
our solutions business has become a core focus for us. Some of our core digital solutions and technology products for customers
include:
• Marketplace Subscription Advertising. We sell marketplace subscription advertising to dealer customers through varying levels
of subscription packages. Our subscription packages provide the dealer customer’s available new and used vehicle inventory to
in-market shoppers on the Cars.com website. We also offer our customers several add-on products to the subscription packages.
Add-on products include premium advertising products that can be uniquely tailored to an individual dealer customer’s current
needs.
• Display Advertising. Our display advertising business helps dealers and manufacturers alike extend their reach and stand out
from their competition in front of a large audience of in-market car shoppers. Our geographically targeted advertising served on
desktop and mobile helps retailers increase brand awareness and promote inventory. Beyond our core Cars.com platform, we
offer audience extension products which allow dealers and manufacturers to extend their reach and deliver targeted display
advertising based on location and desired vehicle type on other advertising networks.
•
Social Selling. In 2018, CARS pioneered the use of social media platforms to sell cars by launching multiple solutions for both
dealers and manufacturers to connect with a new audience and sell more cars. For dealers, we offer Cars Social and Social Sales
Drive. Cars Social serves native advertisements displaying real-time inventory to consumers on Facebook and Instagram and
leverages Cars.com’s valuable first-party audience data to target shoppers. Social Sales Drive helps dealers extend the reach of
their Cars.com used vehicle listings onto Facebook Marketplace (where we manage over 375,000 listings as of December 31,
2019) and seamlessly connects dealers with shoppers via Dealer Inspire’s AI-powered chat tool embedded into Facebook
Messenger. For manufacturers, we offer Social Extension, Social Link and Social Data, digital advertising products that serve
static, creative assets to consumers on Facebook and Instagram, and enable manufacturers to access Cars.com’s invaluable first-
party audience data of 22.6 million average monthly unique visitors.
• Website Platform Hosting. A six-time Automotive Website Award Pinnacle Platform Winner, our advanced website platform is
the core of our connected ecosystem of solutions that make automotive retail faster, easier, and smarter from search to signature.
Built on a customizable platform and designed with user behavior data, our websites are set apart by advanced technologies that
drive modern consumers toward purchase decisions.
• Review & Reputation Management. We are the largest dealer review platform in the industry, with over eight million consumer
and expert reviews. Our reputation management solutions enable dealers to build, measure, monitor and manage their review
programs.
• Digital Retailing. Online Shopper™ is our digital retailing solution that allows shoppers to customize and compare payments
across multiple vehicles to make real buying decisions with dealers’ inventory. A “Garage” feature allows consumers to save
vehicles, customize and compare their payments side-by-side, add finance and insurance products and aftermarket accessories,
and checkout for delivery or pick-up in just three easy steps.
•
Proprietary Reporting. Our platform was first built in 2012 to provide dealers with transparent ROI on their website and
marketing performance, and advanced reporting continues to enhance the dealer software — including Roxanne™ event-based
attribution and customer models, as well as the brand-new PRIZM™ dashboard with proactive data alerts.
• AI Chat Tool. With AI technology and managed chat support to instantly respond to all incoming messages 24/7,
Conversations™ turns chats into customers. Conversations is built to connect today’s car shoppers with dealerships — wherever,
whenever, and however they want to shop.
Key Differentiators. Our strategy is to drive efficiencies in the automotive industry by uniting media, solutions and data. We believe
that our business has many competitive advantages, including:
•
A Powerful Family of Brands with Industry-Leading Fundamentals. Cars.com is synonymous with car shopping. Among our
competitive set, we rank No. 1 in brand awareness, according to Millward Brown, a global leader in brand strategy consulting.
3
We are trusted as a reliable partner for car buyers and sellers. Dealer Inspire is widely recognized as an industry innovator who
has propelled the future of automotive retail for sellers. In 2019, Dealer Inspire earned 9.5 out of 10 in a customer satisfaction
survey. DealerRater is the No. 1 dealer review platform in the industry. Together, Cars.com, Dealer Inspire and DealerRater are a
strong force delivering the only combined digital marketplace and solutions provider in the market today.
•
•
A Growing, High-Quality Audience. We have made strategic investments in technology and marketing to deliver what we
believe is the industry’s most qualified audience of car shoppers. And as a result, we have seen 24 months of consecutive year-
over-year traffic growth. As of December 31, 2019, the CARS network had more than 550 million annual site visits with nearly
23 million average monthly unique visitors. In December 2019, traffic was up 42%, and we ended the year with traffic up 24%,
year-over-year. Notably, according to a third-party report, in late 2019, CARS became the No. 1 leader in SEO traffic in our
category, with 45% growth year-over-year in December. As the category URL with a trusted consumer brand, the majority of our
traffic is generated organically. Over the past 20 years, we have made more than half a billion connections between car shoppers
and sellers and more than 80% of our audience is in market to buy a car, compared to a fraction of the general population. The
average days to a car purchase is under 60 days, while 46% of our audience plans to buy within 30 days. Thus, we offer unique
reach for advertisers and attract automotive manufacturers and dealerships seeking digital platforms for impactful campaigns.
A Growing Suite of Digital Solutions for Advertisers. Our robust solutions portfolio is an important pillar of our strategy and a
key differentiator versus our competitors. Our seller solutions and technology help sellers expand their influence and engagement
with consumers across the entire purchasing journey, increase operational efficiency, boost sales and profitability. Our solutions
reinforce the value of each item in our portfolio, which is important as shoppers rely on multiple digital touchpoints before they
make a purchase. For instance, Dealer Inspire enables dealers to improve their own website platforms with technologies such as
voice search and add-on solutions such as digital retailing tools and connected real-time dashboards measuring marketing
effectiveness. DealerRater offers automotive retailers a platform for publishing reviews, ratings, and background on their
salespeople, which is crucial at a time when customers across all industries rely on ratings and reviews before making purchases.
• Mobile App Leadership. Cars.com has seen steady growth in mobile traffic, consistent with the increasing use of mobile devices
in car shopping. The Cars.com app is the No. 1 downloaded app in our category for both iOS and Android devices. Our mobile
leadership benefits dealer customers in a number of ways. For instance, our On the Lot patented technology shares data-driven
insights with dealers about how consumers use their mobile devices to research our marketplace while physically on or near a
dealership lot.
Intellectual Property. We protect our intellectual property and our brand using various intellectual property laws and through a
combination of trademarks, trade dress, domain names, copyrights, trade secrets and patents, as well as contractual provisions and
confidentiality procedures. We have registered and unregistered U.S. and international trademarks, service marks, domain names and
copyrights. We have filed patent applications and acquired patents in the U.S. and foreign countries covering certain of our proprietary
technology and intend to pursue additional patent protection to the extent we believe it will be beneficial and cost-effective.
In addition to the protection provided by our intellectual property rights, we enter into confidentiality and proprietary rights
agreements with our employees, consultants, contractors and business partners. Our employees and contractors are also subject to
invention assignment provisions. In addition, we control the use of our proprietary technology and intellectual property through
provisions in both our general and product-specific terms of use on our mobile applications and websites.
Regulatory Matters. Various aspects of our business and the solutions we offer are or may be subject to a continually expanding and
evolving range of local, state, federal and international regulation.
In particular, the advertising and sale of new or used vehicles is highly regulated by the states in which we do business. Although we
do not sell motor vehicles, the dealers from which we derive a significant portion of our revenue do sell them. Moreover, state
regulatory authorities or other third parties could take and, on some occasions, have taken the position that some of the regulations
applicable to dealers or to the manner in which motor vehicles are advertised and sold generally are directly applicable to our business
model.
By providing a medium through which users can post content and communicate with one another using text messages and other
mobile phone communications, our business is subject to laws, regulations, and standards covering marketing and advertising
activities conducted by telephone, email, mobile devices, and the internet, such as the Telephone Consumer Protection Act, the CAN-
SPAM Act, and similar state consumer protection laws.
Our digital solutions products may be subject to laws governing accessibility, intellectual property ownership, obscenity, libel, and
privacy, among other issues.
4
In addition, we are subject to numerous federal, national, state, and local laws and regulations in the United States and internationally
regarding privacy and the collection, processing, storage, sharing, disclosure, use, and protection of personal information and other
data, such as the Gramm-Leach-Bliley Act or the California Consumer Privacy Act. While the scope of these laws and regulations is
changing and remains subject to differing interpretations, we seek to comply with industry standards and all applicable laws, policies,
legal obligations, and industry codes of conduct relating to privacy and data protection. We are also subject to the terms of our privacy
policies and privacy-related obligations to third parties.
To operate in this highly regulated environment, we have developed our products and services with a view toward appropriately
managing the risk that our regulatory compliance or the regulatory compliance of our dealer customers could be challenged. If, and to
the extent that, our products and services fail to satisfy relevant regulatory requirements, we could be subject to significant civil and
criminal penalties, including fines, or the award of significant damages in class action or other civil litigation, as well as orders
interfering with our ability to continue providing our products and services in certain states.
Employees. As of December 31, 2019, we had approximately 1,500 full-time employees. We also engage contractors to support our
operations. None of our employees are represented by a labor union or subject to a collective bargaining agreement. We have not
experienced any work stoppages, and we consider our relations with our employees to be good.
Available Information. We file periodic reports (Forms 10-Q and 10-K) and current reports (Form 8-K) and other information with
the Securities and Exchange Commission (“SEC”). Our filings with the SEC are available to the public on the SEC’s website at
www.sec.gov. Our filings are also available to the public on, or accessible through, our corporate website for free via the “Investor
Relations” section at http://investor.cars.com as soon as reasonably practicable after they are filed electronically with the SEC. The
information we file with the SEC or contained on, or accessible through, our corporate website or any other website that we may
maintain is not incorporated by reference herein and is not part of this report. We may from time to time provide important disclosures
to investors by posting them in the investor relations section of our website, as allowed by SEC rules.
Item 1A. Risk Factors.
The following risk factors should be considered carefully, together with all of the other information contained in this report, including
“Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our
financial statements and related notes, when evaluating our business and any forward-looking statements or other statements we or
our representatives make from time to time. Any of the following risks could materially and adversely affect our business, results of
operations, financial condition and the actual outcome of matters as to which statements are made. The risks and uncertainties
described in this report are not the only ones we face. Other risks or uncertainties, which are not currently known to us or that we
believe are immaterial, also may adversely affect our business, operating results, and financial condition.
Risks Related to Our Business
Our business is subject to risks related to the larger automotive ecosystem, including consumer demand and other macroeconomic
issues.
Decreases in consumer demand could adversely affect the market for automobile purchases and, as a result, reduce the number of
consumers using our platform. Consumer purchases of new and used automobiles generally decline during recessionary periods and
other periods in which disposable income is adversely affected. Purchases of new and used automobiles are typically discretionary for
consumers and have been, and may continue to be, affected by negative trends in the economy, including increases in the cost of
energy and gasoline, the availability and cost of credit, reductions in business and consumer confidence, stock market volatility, health
or similar issues, such as pandemic or epidemic, and increased unemployment. In addition, the use of ride-sharing and the
development of autonomous vehicles could erode the demand for new and used automobiles. A reduction in the number of
automobiles purchased by consumers could adversely affect automobile dealers and car manufacturers and lead to a reduction in other
spending by these constituents. Though our current customer bases, revenue sources and operations are substantially limited to the
United States, our business may be negatively affected by challenges to the global automotive ecosystem and other macroeconomic
issues.
5
We participate in a highly competitive market, and pressure from existing and new competitors may materially and adversely affect
our business, results of operations or financial condition.
We face significant competition from companies that provide listings, information, lead generation, websites and car-buying services
designed to reach consumers and enable dealers to reach these consumers. Our competitors offer various products and services that
compete with us, including:
•
Internet search engines and online automotive sites such as Google, Facebook, Craigslist, AutoTrader.com, eBay Motors,
Edmunds.com, KBB.com, CarGurus.com, NADAGuides.com and TrueCar.com
Sites operated by automobile sellers (traditional and digital) and OEMs
Providers of offline, membership-based car-buying services such as the Costco Auto Program
•
•
• Website and digital advertising providers
We compete with many of the above-mentioned companies and other companies for a share of a car dealer’s overall marketing
budget. To the extent that car dealers view alternative marketing and media strategies to be superior, we may not be able to maintain
or grow the number of dealers in our network. In addition, new competitors may enter the online automotive retail industry with
competing products and services.
Our competitors could significantly impede our ability to expand our network of dealers and to reach consumers. Our competitors may
also develop and market new technologies that render our existing or future products and services less competitive, unmarketable or
obsolete. In addition, if competitors develop products or services with similar or superior functionality to our solutions, we may need
to decrease prices for our solutions to remain competitive. If we are unable to maintain our current pricing structure due to competitive
pressures, our revenue may be reduced and our operating results may be negatively affected.
Some of our larger competitors may be better able to respond more quickly with new technologies and to undertake more extensive
marketing or promotional campaigns. In addition, to the extent that any of our competitors have existing relationships with dealers or
automobile manufacturers for marketing or data analytics solutions, those dealers and automobile manufacturers may be unwilling to
partner or continue to partner with us.
In addition, if any of our competitors were to merge or partner with another of our competitors, the change in the competitive
landscape could materially and adversely affect our ability to compete effectively. Our competitors may also establish or strengthen
cooperative relationships with our current or future third-party data providers, technology partners, or other parties with whom we
have relationships, thereby limiting our ability to develop, improve and promote our solutions. We may not be able to compete
successfully against current or future competitors, and competitive pressures may materially and adversely affect our business, results
of operations or financial condition.
If we fail to maintain or increase our base of subscribing dealers that purchase our solutions or to increase our revenue from
subscribing dealers, our business, results of operations or financial condition may be materially and adversely affected.
Our revenue model generally employs a base package subscription fee with the opportunity for dealer customers to purchase product
enhancements or short-term premium services. The higher-priced product enhancements and short-term premium services offer more
features than what is included in the standard packages. Our ability to increase revenue from currently subscribing dealers depends, in
part, on the ability of our sales force to demonstrate the value and benefits of the additional features of our product enhancements and
short-term premium services to our subscribing dealers and to persuade them to purchase the higher-priced enhancements and services.
Subscribing dealers do not have long-term obligations to purchase or renew subscriptions or product enhancements and premium
services. Consequently, if subscribing dealers do not renew their subscriptions or continue to purchase product enhancements and
premium services, or if we experience significant attrition of subscribing dealers or are unable to attract new dealers in numbers greater
than the number of subscribing dealers that we lose, our revenue will decrease and our business, results of operations or financial
condition may be materially and adversely affected.
We compete with other consumer automotive websites and mobile applications and other digital content providers for share of
automotive-related digital advertising spending and may be unable to maintain or grow our base of advertising customers or
increase our revenue from existing advertisers.
In addition to revenue from marketplace subscriptions, we generate significant revenue from third-party national advertising. In 2019,
2018 and 2017, 13%, 16% and 18%, respectively, of our revenue was generated by the sale of national advertising and the sale of
leads to OEMs. Although the shift in advertising spending away from traditional advertising methods to digital advertising methods
provides greater opportunity for us, competition to capture share of the total digital automotive advertising spend has increased and
may continue to increase due to the attractive projected growth of digital automotive advertising spend and low barriers to entry in the
online automotive classifieds and related digital automotive advertising markets.
6
We may face significant challenges in convincing our advertising customers, including brand advertisers and OEMs, to expand their
advertising on our sites and mobile applications in the face of growing competition, which could hurt our ability to grow our third-
party advertising revenue. For example, there are a limited number of OEMs, most of which already advertise on our sites. To grow
our advertising revenue from these OEMs, we may need to increase the portion of OEMs’ digital advertising budgets that we currently
receive. If the rate of renewal for our advertising customers decreases, OEMs or other national advertisers reduce their marketing
spend, we experience a significant decrease in advertising spending, the number of advertising impressions on our sites or mobile
applications declines for any reason, we are unable to attract new advertisers in numbers greater than the number of advertisers we
lose or we are not able to raise rates or to increase our share of advertising revenue from dealers and other advertisers, our revenue
will decrease and our business, results of operations or financial condition may be materially and adversely affected.
Market acceptance of and influence over certain of our products and services is concentrated in a limited number of automobile
OEMs and dealership associations, and we may not be able to maintain or grow these relationships.
Although the automotive retail industry is fragmented, a relatively small number of OEMs, dealership associations, and their program
administrators exert significant influence over the market acceptance of automotive products and services due to their concentrated
purchasing activity, their endorsement or recommendation of specific products and services, their provision co-operative advertising
money to dealers, and/or their ability to define technical standards and certifications or marketing guidelines. For example, many of
our website solutions are provided pursuant to OEM-designated endorsement or preferred vendor programs. While automotive dealers
are generally free to purchase the solutions of their choosing, when an OEM has endorsed or certified a provider of products or
services to its associated franchised dealers and if our solutions lack such certification or endorsement, adoption or retention of our
products and services among the franchised dealers of such OEM could be materially impaired.
We may face difficulties in transitioning from a marketplace platform to a full-service solutions provider that helps automotive
brands and dealers create enduring customer relationships.
We continue to expand the nature and scope of our offerings to our customers and have expanded our service offerings to
incorporate digital solutions that use social, mobile and web-based technologies. Our ability to effectively offer a wide breadth of end-
to-end business solutions depends on our ability to attract existing or new clients to our new service offerings. The market for end-to-
end solutions is highly competitive. We cannot be certain that our new service offerings will effectively meet client needs or that we
will be able to attract clients to these service offerings. The inherent difficulty of developing or implementing new service offerings
and significant competition in the markets for these end-to-end services may affect our ability to market these services successfully.
Our growth strategy will also increase demands on our management, operational and financial information systems and other
resources. To accommodate our growth, we will need to continue to implement operational and financial information systems and
controls, and expand, train, manage and motivate our employees. Our personnel, information systems, procedures or controls may not
adequately support our growth strategy or our operations in the future. Failure to recruit and retain strong management, implement
operational and financial information systems and controls, or expand, train, manage or motivate our workforce, could lead to delays
in developing and achieving expected operating results for these new offerings.
We rely on third-party service providers for many aspects of our business, including automobile pricing and other data, and any
failure to maintain these relationships could harm our business.
Our business relies on the collection, use and analysis of third-party data for the benefit of our car buying consumers, dealer customers
and advertisers. We use information about automobiles, ownership history and pricing from third parties, including OEMs, dealers and
others, in various aspects of our business. In addition, our ability to grow our user base depends, in part, on the availability and quality
of data relating to potential users of our platform. If the third parties on which we depend are unable to provide data, experience
difficulty meeting our requirements or standards, or revoke or fail to renew our licenses for such data, we could have difficulty
operating key aspects of our business. In addition, if these third-party service providers were to cease operations, temporarily or
permanently, face financial distress or other business disruption or increase their fees, or if our relationship with these providers were
to deteriorate, we could suffer increased costs and delays in our ability to provide our products to consumers and dealer customers
until an equivalent provider could be found or until we develop replacement technology or operations.
We rely on in-house content creation and development to drive traffic to the CARS sites and mobile applications.
We rely on our in-house editorial content team to continually develop content of use and interest to consumers in order to drive traffic
to the CARS sites and mobile applications. Our editorial content team tests, reviews and photographs a large number of different car
makes and models every year to facilitate our creation of independent and unbiased coverage of the automotive landscape. Our
internally developed content focuses primarily on consumer purchasing and ownership advice and analysis of consumer automotive
purchasing and ownership trends. If we are unable to continue to develop our in-house content, we may be required to rely more
7
heavily on third-party content providers, which would lead to less distinctive content on our sites and increased operating costs.
Additionally, if we are unable to continue providing the same level of high-quality, unique consumer content, consumer traffic across
the CARS sites and mobile applications could decrease. Such a decrease may lead to dealers receiving fewer indications of consumer
interest through leads generated by the CARS sites and mobile applications, and recognizing less value for their digital advertising
spend. As a result, dealers may not continue to list their vehicles on the CARS sites and mobile applications. Similarly, decreased
traffic due to a failure to continue developing unique content in-house may cause national advertisers such as OEMs to shift their
digital advertising spend to sites with higher traffic. Any of the foregoing could materially and adversely affect our business, results of
operations or financial condition.
We rely in part on Internet search engines and mobile application download stores to drive traffic to the CARS sites and mobile
applications. If the CARS sites and mobile applications fail to appear prominently in these search results, traffic to the CARS sites
and mobile applications would decline and our business, results of operations or financial condition may be materially and
adversely affected.
We depend, in part, on Internet search engines such as Google to drive traffic to the CARS sites. For example, when a user types the
make and model of a specific automobile or a generic phrase, such as “automobile prices,” into an Internet search engine, we rely on a
high organic search ranking of the CARS sites in these search results to drive user traffic. However, our ability to maintain these high
search result rankings is not fully within our control. For example, our competitors’ search engine optimization efforts may result in
their websites receiving a higher search result page ranking than us, or Internet search engines could revise their methodologies in a
way that would adversely affect our search result rankings. In addition, Internet search engines could provide automobile dealer and
pricing information directly in search results or choose to align with our competitors or develop competing services. The CARS sites
have experienced fluctuations in search result rankings in the past, and it is anticipated that similar fluctuations will occur in the
future.
Additionally, we depend in part on mobile application download stores such as the Apple App Store and Google Play to direct traffic
towards CARS’ mobile applications. When a mobile device user searches in a mobile application download store for “car buying app”
or a similar phrase, we rely on both a high search ranking and consumer brand awareness to drive consumers to select and download
CARS mobile applications instead of those of our competitors. However, our ability to maintain high, nonpaid search result rankings
in mobile application download stores is not fully within our control. Our competitors’ mobile application download store search
optimization efforts may result in their mobile applications receiving a higher result ranking than that of Cars.com, or mobile
application download stores could revise their methodologies in a way that would adversely affect our search result rankings.
If Internet search engines or mobile application download stores modify their search algorithms in ways that negatively impact traffic
to the CARS sites or CARS mobile apps, or if the search engine or mobile application download store optimization efforts of our
competitors are more successful than our own efforts, overall growth in our user base could slow or the user base could decline.
The value of our assets or operations may be diminished if our information technology systems fail to perform adequately.
Our information technology systems are critically important to operating our business efficiently and effectively. Our brand,
reputation and ability to attract consumers and advertisers depend on the reliability of our technology platforms and the ability to
continuously deliver content. Interruptions in our information technology systems, whether due to system failures, computer viruses,
physical or electronic break-ins, capacity constraints, power outages, local or widespread Internet outages, telecommunications
breakdowns or other uncontrollable events, could affect the security or availability of products on our sites or our mobile applications
or prevent or inhibit the ability of consumers to access our products. The failure of our information technology systems to perform as
anticipated could disrupt our business and result in transaction errors, processing inefficiencies, decreased use of our sites or mobile
applications and loss of sales and customers. Moreover, we continually upgrade and enhance our technology. The failure to complete
an upgrade or enhancement as planned, or an unexpected result of a technology upgrade, could affect the security or availability of our
products and services and could lead to loss of consumer visits and customers.
We rely on technology systems’ availability and ability to prevent unauthorized access. If our security and resiliency measures fail
to prevent incidents, it could result in damage to our reputation, incur costs and create liabilities.
Like other technology-based businesses, our solutions may be subject to attacks from computer viruses, break-ins, phishing attacks,
unauthorized use, attempts to overload services with denial-of-service and other attacks. Any attack or disruption could negatively
impact our ability to attract new consumers, dealers or advertisers and could deter current consumers, dealers or advertisers from using
our solutions, or subject us to lawsuits, regulatory fines or other action or liability.
• Availability: We rely on technology systems’ availability to deliver services to consumers, dealers, employees, partners and
affiliates. If we experience a disruption that results in performance or availability degradation, up to and including the complete
8
shutdown of our sites or mobile applications, revenue could be impacted and consumers, dealers or advertisers may lose trust and
confidence in us, decrease their use of our solutions or stop using our solutions entirely.
• Data Protection (Consumers/Dealers): We collect, process, store, share, disclose and use limited personal information and other
data provided by consumers and dealers, sometimes including names, addresses and certain location information used in geo-
fencing. Failure to protect customer data or to provide customers with appropriate notice of our privacy practices, could subject us
to liabilities imposed by U.S. federal and state regulatory agencies or courts. In addition, we could be subject to evolving laws and
regulatory standards that impose data use obligations, data breach notification requirements, specific data security obligations,
restrictions on solicitation or other consumer privacy-related requirements.
• Data Protection (Internal): We develop, create and acquire internal information that may be considered sensitive or valuable
intellectual property in the normal operations of human resources, finance, legal, marketing, software development, product
management, mergers and acquisitions and other business functions. Failure to protect sensitive internal information or
intellectual property may result in loss of competitive advantage, reputation damage, direct and indirect costs and other liabilities.
Failure to protect material financial information including financial performance and merger and acquisition data could also
subject us to liabilities imposed by U.S. federal and state regulatory agencies or courts.
We rely on, among other security measures, firewalls, anti-malware, intrusion prevention systems, distributed denial-of-service
mitigation services, web content filtering, encryption and authentication technology licensed from third parties. We also depend on the
security of our networks and partially on the security of our third-party service providers.
Although we believe that our resiliency planning and security controls are appropriate to our exposures to system outages, service
interruptions, security incidents and breaches, there is no guarantee that these plans and controls will prevent all such incidents.
Techniques used to disable or degrade service or gain unauthorized access to systems or data change frequently and may not be
recognized until damage is detected. We maintain cyber risk insurance, but this insurance may not be sufficient to cover all losses
from any future disruption, security incident or breach.
Our business depends on strong brand recognition, and any failure to maintain, protect and enhance our brands could hurt our
ability to retain or expand our base of consumers, customers and advertisers, and our ability to increase the frequency with which
consumers, dealers and advertisers use our services.
We believe that maintaining and increasing the strong recognition of the CARS brands is critical to the Company’s future success. We are
known for attracting a large base of in-market car shoppers by offering credible and easy-to-understand information from consumers and
experts and an unrivaled set of new and used vehicle listings for consumers to view. In addition, OEMs, dealers and other advertisers rely
on our innovative digital marketing services to drive results in their businesses. To grow our business, we must maintain, protect and
enhance our brands. Otherwise, we may be unable to expand our base of consumers, customers and advertisers, or to increase the
frequency with which such constituents use or purchase our services. Expanding the business will depend, in part, on our ability to
maintain the trust that consumers, customers and advertisers place in our services and the quality and integrity of the listings and other
content found on the CARS sites and mobile applications. In addition, any negative publicity about us, including about our solutions,
technologies, sales practices, personnel or customer service, could diminish confidence in and the use of our services. If we experience
persistent negative publicity, or if consumers otherwise perceive that content on the CARS sites or mobile applications is not reliable, our
reputation, the value of our brands and traffic to our sites and mobile applications could decline.
We cannot assure you that we will be able to continue to successfully develop and launch new products or grow our
complementary product offerings.
Our future success will depend, in part, upon our ability to continue to enhance and improve the value of our products and services
through the development of new products and services and new value-added features for existing products and services, as well as our
ability to leverage our brand recognition and existing operations to enter into new complementary markets successfully. Historically,
we have been successful in increasing revenue through the launch of new products, services and value-added features and in entering
complementary markets through the launch of new products and services. However, such historical success does not assure that we
will continue to be successful in developing or introducing new products, services and value-added features, or that these new
products, services and features will achieve market acceptance, enhance the value of our brand or permit us to enter new,
complementary markets successfully. Further, the development of new products and services in response to evolving customer
demands and competitive pressures requires significant time and resources and there can be no assurance that our development efforts
will be effective in permitting us to maintain or grow our market share or to enter new markets in a cost-effective manner, or at all.
Our business is dependent on keeping pace with advances in technology. If we are unable to keep pace with advances in
technology, consumers may stop using our services and our revenue may decrease.
The Internet and electronic commerce markets are characterized by rapid technological change, changes in user and customer
requirements and expectations, frequent new service and product introductions embodying new technologies, including mobile
9
applications, and the emergence of new industry standards and practices that could render our existing sites, mobile applications and
technology obsolete. These market characteristics are intensified by the emerging nature of the market and the fact that many
companies are expected to introduce new Internet products and services in the near future. If we are unable to adapt to changing
technologies, our business, results of operations or financial condition may be materially and adversely affected.
If we do not adapt to automated buying strategies quickly, our display advertising revenue could be adversely affected.
The majority of the display advertising purchased by our national, regional and near endemic advertisers (e.g. insurance advertisers,
finance advertisers) is still done manually, via insertion orders. Recently however, advertisers of all kinds have been shifting from
buying media directly with premium publishers like us to buying their target audiences via the ad exchanges across the broader
Internet. While we have grown our programmatic revenue and are developing new, programmatic ad products and are redesigning our
ad delivery technology stack, we may not adapt fast enough and may lose display advertising revenue as a result. Due to the
concentrated number of national advertisers, our National advertising business can be materially impacted by shifts in media strategy,
marketing strategies, agency changes, and financial results of our clients. These changes may occur independent of the products and
value we are providing to those advertisers. In addition, the increasing use of ad blockers may reduce the quantity or types of display
ads and cookies collected to serve ads.
If our mobile applications do not continue to meet consumer demands or we are unable to successfully monetize our mobile
advertising solutions, our business, results of operations or financial condition may be materially and adversely affected.
Our future success will depend, in part, on our ability to keep pace with consumer technology trends and to ensure we grow our share
of the mobile application market so that total advertising impressions across our sites and mobile applications continue to increase.
Among other things, we may not be able to successfully introduce new products and services on our mobile application platforms,
consumers and dealers may believe that the mobile applications and product features of our competitors are superior, and our mobile
applications could become incompatible with future operating systems for mobile devices or new mobile device technology.
Additionally, in the event that consumer trends lead to market demand for separate digital advertising pricing models for sites and
mobile applications, the monetization of mobile advertising could present challenges to our business due to, among other things, lower
rates, decreased consumer attention and display advertising design constraints on mobile applications. If use of our mobile
applications stagnates or declines, we are not able to successfully monetize mobile application advertising or we cannot adapt our
products and services to another form of data viewing, whether on new mobile devices or otherwise, in a timely and cost-effective
manner or at all, our business, results of operations or financial condition could be materially and adversely affected. In addition, our
growth prospects could be materially and adversely affected.
Dealer closures or consolidation among dealers or OEMs could reduce demand for, and the pricing of, our marketing and
solutions offerings, thereby leading to decreased earnings.
When dealers consolidate, the services they previously purchased separately are often purchased by the combined entity in a lesser
quantity than before, leading to volume compression and loss of revenue across the automotive marketplace sector. In the past, dealers
have been more likely to close or consolidate when general economic conditions and/or conditions in the automotive industry are
poor. Despite our market position, consolidation or closures of automobile dealers could reduce the aggregate demand for our services
in the future and limit the amounts we earn for our solutions. In addition, advertising purchased by OEMs accounts for a meaningful
portion of our revenue. There are a limited number of OEMs, and financial difficulties or consolidation among OEMs could similarly
lead to volume compression and loss of revenue.
If growth in the online and mobile automotive advertising market stagnates or declines, our business, results of operations or
financial condition could be materially and adversely affected.
We believe that future growth in the online and mobile automotive advertising market will be driven, in part, by dealers and brand
advertisers increasingly shifting their advertising spending away from traditional media such as newspapers, radio and television, and
toward online and mobile advertising. To the extent that overall automotive related advertising does not continue to shift online or to
mobile applications, our business, results of operations or financial condition could be materially and adversely affected.
Uncertainty exists in the application of various laws and regulations to our business, including privacy laws such as the California
Consumer Privacy Act and new tax laws and interpretations. New laws or regulations applicable to our business, or the expansion
or interpretation of existing laws and regulations to apply to our business, could subject us to licensing requirements, claims,
judgments and remedies, including sales and use taxes, other monetary liabilities and limitations on our business practices, and
could increase administrative costs.
We operate in a regulatory climate in which there is uncertainty as to the applicability of various laws and regulations to our business.
Our business could be significantly affected by different interpretations or applications of existing laws or regulations, future laws or
10
regulations or actions or rulings by judicial or regulatory authorities. Our operations may be subjected to adoption, expansion or
interpretation of various laws and regulations, and compliance with these laws and regulations may require us to obtain licenses at an
undeterminable and possibly significant initial and annual expense. Similarly, state tax authorities could take aggressive positions as to
whether certain of our products are subject to sales and use taxes, leading to increased tax exposure. These additional expenditures
may materially and adversely affect our future results of operations, whether directly through increasing future overhead or indirectly
by forcing us to pass on these additional costs to our customers, making our solutions less competitive. There can be no assurances
that future laws or regulations or interpretations or expansions of existing laws or regulations will not impose requirements on Internet
commerce that could substantially impair the growth of e-commerce and adversely affect our business, results of operations or
financial condition. The adoption of additional laws or regulations may decrease the popularity or impede the expansion of e-
commerce and Internet marketing, restrict our present business practices, require us to implement costly compliance procedures or
expose us and/or our customers to potential liability.
We may be considered to “operate” or “do business” in states where our customers conduct their businesses, resulting in possible
regulatory action. If any state licensing laws were determined to be applicable to us, and if we are required to be licensed and are
unable to do so, or are otherwise unable to comply with laws or regulations, we could be subject to fines or other penalties or be
compelled to discontinue operations in those states. If any state’s regulatory requirements impose state-specific requirements on us or
include us within an industry-specific regulatory scheme, we may be required to modify our marketing programs in that state in a
manner that may undermine such program’s attractiveness to consumers, customers or advertisers. Alternatively, if we determine that
the licensing and related requirements are overly burdensome, we may elect to terminate operations in that state.
All states comprehensively regulate vehicle sales and lease transactions, including strict licensure requirements for dealers (and, in
some states, brokers) and vehicle advertising. We believe that most of these laws and regulations specifically apply only to traditional
vehicle purchase and lease transactions, not Internet-based lead referral programs like ours. If we determine that the licensing or other
regulatory requirements in a given state are applicable to us or to a particular marketing services program, we may elect to obtain the
required licenses and comply with applicable regulatory requirements. However, if licensing or other regulatory requirements are
overly burdensome, we may elect to terminate operations or particular marketing services programs in that state or elect to not
introduce particular marketing services programs in that state. As we introduce new services, we may need to incur additional costs
associated with additional licensing regulations and regulatory requirements.
Strategic acquisitions, investments and partnerships could pose various risks, increase our leverage, dilute existing stockholders
and significantly impact our ability to expand our overall profitability.
Acquisitions involve inherent risks, such as potentially increasing leverage and debt service requirements and combining company
cultures and facilities, which could have a material and adverse effect on our business, results of operations or financial condition and
could strain our human resources. We may be unable to successfully implement effective cost controls or achieve expected synergies
as a result of an acquisition. Acquisitions may result in our assumption of unexpected liabilities and the diversion of management’s
attention from the operation of our core business. Acquisitions may also result in our having greater exposure to the industry risks of
the businesses underlying the acquisition. Strategic investments and partnerships with other companies expose us to the risk that we
may not be able to control the operations of our investee or partnership, which could decrease the amount of benefits we realize from a
particular relationship. We are also exposed to the risk that our partners in strategic investments and infrastructure may encounter
financial difficulties that could lead to disruption of investee or partnership activities, or impairment of assets acquired, which could
adversely affect future reported results of operations and stockholders’ equity. Acquisitions may subject us to new or different
regulations or tax consequences which could have an adverse effect on our operations.
In addition, we may be unable to obtain the financing necessary to complete acquisitions on attractive terms or at all. If we raise
additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant
dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our
common stock. Future equity financings would also decrease our earnings per share and the benefits derived from such new ventures
or acquisitions might not outweigh or exceed their dilutive effect. Any additional debt financing we secure could involve restrictive
covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us
to obtain additional capital or to pursue business opportunities.
The value of our existing goodwill and intangible assets may become impaired, depending upon future operating results.
Our goodwill and other intangible assets were approximately $1.8 billion as of December 31, 2019, representing approximately 91%
of our total assets. We evaluate our goodwill and other intangible assets to determine whether all or a portion of their carrying values
may no longer be recoverable, in which case a charge to earnings may be necessary. Any future evaluations requiring an asset
impairment charge for goodwill or other intangible assets would adversely affect future reported results of operations and
stockholders’ equity, although such charges would not affect our cash flow.
11
Adverse results from litigation or governmental investigations could impact our business practices and operating results.
We face potential liability and expense for legal claims relating to the information that we publish on our sites and mobile
applications, including claims for defamation, libel, negligence and copyright or trademark infringement, among others. We may be
subject to claims based on our advertising of our business. Although we have not historically been the subject of any such claims that
were material, any such claims that we face in the future could divert management time and attention away from our business and
result in significant costs to investigate and defend, regardless of the merits of the claims. In some instances, we may elect or be
compelled to remove content or may be forced to pay substantial damages if we are unsuccessful in our efforts to defend against these
claims. If we elect or are compelled to remove valuable content from our sites or mobile applications, our platforms may become less
useful to consumers and our traffic may decline.
Misappropriation or infringement of our intellectual property and proprietary rights, enforcement actions to protect our
intellectual property and claims from third parties relating to intellectual property could materially and adversely affect our
business, results of operations or financial condition.
Litigation regarding intellectual property rights is common in the Internet and technology industries. We expect that Internet
technologies and software products and services may be increasingly subject to third-party infringement claims as the number of
competitors in our industry segment grows and the functionality of products in different industry segments overlaps. Our ability to
compete depends upon our proprietary systems and technology. While we rely on intellectual property laws, confidentiality
agreements and technical measures to protect our proprietary rights, we believe that the technical and creative skills of our personnel,
continued development of our proprietary systems and technology, brand name recognition and reliable website maintenance are
essential in establishing and maintaining a leadership position and strengthening our brands. Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy aspects of our services or to obtain and use information that we regard as
proprietary. Policing unauthorized use of our proprietary rights is difficult and may be expensive. We can provide no assurance that
the steps we take will prevent misappropriation of technology or that the agreements entered into for that purpose will be enforceable.
Effective trademark, service mark, patent, copyright and trade secret protection may not be available when our products and services
are made available online. In addition, if litigation becomes necessary to enforce or protect our intellectual property rights or to defend
against claims of infringement or invalidity, such litigation, even if successful, could result in substantial costs and diversion of
resources and management attention. We also cannot provide any assurance that our products and services do not infringe on the
intellectual property rights of third parties. Claims of infringement, even if unsuccessful, could result in substantial costs and diversion
of resources and management attention. If unsuccessful, we may be subject to preliminary and permanent injunctive relief and
monetary damages, which may be trebled in the case of willful infringements.
If we expand into new geographic markets, we may be prevented from using our brands in such markets.
If we expand our business into foreign geographic markets, we may not have the ability to adopt trademarks or domain names that are
identical or similar to the trademarks and domain names that we use in the United States and Canada. We may face opposition from
third parties over the use of our trademarks and applications to register key trademarks in foreign jurisdictions in which we may
expand our presence. Third parties may have already adopted identical or similar trademarks to the ones that we use for our services.
If we are unsuccessful in defending against these oppositions, our trademark applications may be denied. We could be forced to pay
significant settlement costs or cease the use of our trademarks and associated elements of our brands in those or other jurisdictions.
Consequently, international expansion may require us to adopt and promote new trademarks, which may be expensive and place us at
a competitive disadvantage.
Our ability to operate effectively could be impaired if we fail to attract and retain our key employees.
Our success depends, in part, upon the continuing contributions of key employees and our continuing ability to attract, develop,
motivate and retain highly qualified and skilled personnel. The loss of the services of any of our key employees or the failure to attract
or replace qualified personnel may have a material and adverse effect on our business.
Seasonality may cause fluctuations in our revenue and operating results.
Our revenue trends are a reflection of our dealer base throughout the year as new customers purchase subscription advertising
packages and existing customers purchase or cancel product enhancements. Our display advertising business, targeted to OEMs,
experiences some seasonality as a result of consumers’ car buying patterns and the introduction of new vehicle models from
OEMs. Our revenue and operating results have historically been lowest in the first quarter of the calendar year, and we expect this
trend to continue. In addition to these seasonal effects, our revenue and operations may be affected by macroeconomic conditions in
the automotive sector.
12
Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading
value of our common stock.
Stockholders may from time to time attempt to effect changes, engage in proxy solicitations or advance stockholder proposals. Activist
stockholders may make strategic proposals related to our business, strategy, management or operations or may request changes to the
composition of our Board of Directors. We cannot predict, and no assurances can be given as to, the outcome or timing of any such
matters. In the event of a proxy contest, our business could be adversely affected. Responding to a proxy contest can be costly, time-
consuming and disruptive, and can divert the attention of our management and employees from the operation of our business and
execution of our strategic plan. Additionally, if individuals are elected to our Board of Directors with a specific agenda, it may adversely
affect our ability to effectively implement our strategic plan and create additional value for our stockholders. Further, perceived
uncertainties as to our future direction, including uncertainties related to the composition of our Board of Directors, may lead to the
perception of instability or a change in the direction of our business, which may be exploited by our competitors, cause concern to current
or potential customers, result in the loss of potential business opportunities, make it more difficult to attract and retain qualified personnel
and/or affect our relationships with vendors, customers and other third parties. Moreover, a proxy contest could cause significant
fluctuations in the price of our common stock based on temporary or speculative market perceptions or other factors that do not
necessarily reflect the underlying fundamentals and prospects of our business.
Risks Relating to our Debt Agreements
Our debt agreements contain restrictions that may limit our flexibility in operating our business.
Our debt agreements contain various covenants that limit our flexibility in operating our businesses, including our ability to engage in
specified types of transactions and requires that a portion of our cash flow from operations be used to service this debt, which reduces
cash flow available for other corporate purposes, including capital expenditures and acquisitions. Subject to certain exceptions, these
covenants restrict our ability and the ability of our subsidiaries to, among other things:
Permit liens on current or future assets
Enter into certain corporate transactions
Incur additional indebtedness
•
•
•
• Make certain payments or distributions
• Dispose of certain property
•
•
Prepay or amend the terms of other indebtedness
Enter into transactions with affiliates
Increases in interest rates could increase interest payable under our variable rate indebtedness.
53.7% of our outstanding indebtedness as of December 31, 2019 includes variable rate indebtedness under our financing
arrangements. As a result of this indebtedness, we are subject to interest rate risk. Our interest rates are based on a floating rate index,
and changes in interest rates could increase the amount of our interest payments and thus negatively impact our future earnings and
cash flows. Although we have entered into interest rate swap agreements on our term loan facility to reduce interest rate volatility, we
cannot assure you we will be able to enter into interest rate swap agreements in the future on acceptable terms or that such swaps or
the swaps we have in place now will be effective. If we do not have sufficient cash flow to make interest payments, we may be
required to refinance all or part of our outstanding debt, sell assets, borrow additional money or sell securities, none of which we can
guarantee we would be able to complete on acceptable terms or at all.
Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the
market value of our current or future debt obligations, including our long-term debt instruments and our bank credit facilities.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into
whether the banks that contributed to the British Bankers’ Association (the “BBA”) in connection with the calculation of daily LIBOR
may have been under-reporting or otherwise manipulating or attempting to manipulate LIBOR. A number of BBA member banks
have entered into settlements with their regulators and law enforcement agencies with respect to this alleged manipulation of
LIBOR. Actions by the BBA or any other administrator of LIBOR, regulators or law enforcement agencies may result in changes to
the manner in which LIBOR is determined, the phasing out of LIBOR or the establishment of alternative reference rates. For example,
on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit
LIBOR rates after 2021. As a result, LIBOR may be discontinued by 2021. As a response to the phase out of LIBOR, the Federal
Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which
identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar-LIBOR in derivatives and other
financial contracts. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient
liquidity in the SOFR markets. At this time, it is not possible to predict whether any such changes will occur, whether LIBOR will be
13
phased out or when there will be sufficient liquidity in the SOFR markets or the effect that any such changes, phase out, alternative
reference rates or other reforms, if they occur, would have on the amount of interest paid on, or the market value of, our current or
future debt obligations and interest-rate swaps, including our long-term debt instruments and our bank credit facilities. Uncertainty as
to the nature of such potential changes, phase out, alternative reference rates or other reforms may materially adversely affect the
trading market for LIBOR-based securities, including our long-term debt instruments, our interest-rate swaps and our bank credit
facilities. Reform of, or the replacement or phasing out of, LIBOR and proposed regulation of LIBOR and other “benchmarks” may
materially adversely affect the market value of, the applicable interest rate on and the amount of interest paid on our current or future
debt obligations and our interest-rate swaps, including our long-term debt instruments and our bank credit facilities.
Risks Relating to our Common Stock
We do not expect to pay any cash dividends for the foreseeable future.
We intend to retain future earnings to finance and grow our business. As a result, we do not expect to pay any cash dividends for the
foreseeable future. All decisions regarding the payment of dividends will be made in the sole discretion of our Board of Directors from
time to time in accordance with applicable law. There can be no assurance that we will have sufficient surplus under Delaware law to
be able to pay any dividends at any time in the future. This may result from lower revenue, extraordinary cash expenses, actual costs
exceeding contemplated costs, funding of capital expenditures or increases in reserves.
Your percentage of ownership in the Company may be diluted in the future.
In the future, your percentage ownership in the Company may be diluted because of equity awards that we will be granting to our
directors, officers and employees or otherwise as a result of equity issuances for acquisitions or capital market transactions. Such
awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. From
time to time, we will issue additional stock-based awards to our employees under our employee benefits plans.
In addition, our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one
or more classes or series of preferred stock that have such designation, powers, preferences and relative, participating, optional and
other special rights, including preferences over our common stock with respect to dividends and distributions, as our Board of
Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or
reduce the value of our common stock. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to
holders of preferred stock could affect the residual value of the common stock.
Certain provisions of our certificate of incorporation, by-laws, and Delaware law may discourage takeovers and limit our ability to
use, acquire, or develop certain competing businesses.
Our amended and restated certificate of incorporation and amended and restated by-laws contain certain provisions that may
discourage, delay or prevent a change in our management or control over us. For example, our amended and restated certificate of
incorporation and amended and restated by-laws, collectively:
• Authorize the issuance of preferred stock that could be used by our Board of Directors to thwart a takeover attempt
•
Provide that vacancies on our Board of Directors, including vacancies resulting from an enlargement of our Board of Directors,
may be filled only by a majority vote of directors then in office
Place limits on which stockholders may call special meetings of stockholders, and limit the actions that may be taken at such a meeting
Prohibit stockholder action by written consent
Establish advance notice requirements for nominations of candidates for elections as directors or to bring other business before an
annual meeting of our stockholders
•
•
•
These provisions could discourage potential acquisition proposals and could delay or prevent a change in control, even though a
majority of stockholders may consider such proposal, if effected, desirable. Such provisions could also make it more difficult for third
parties to remove and replace the members of our Board of Directors. Moreover, these provisions may inhibit increases in the trading
price of our common stock that may result from takeover attempts or speculation.
14
Our amended and restated certificate of incorporation designates the state courts of the State of Delaware, or, if no state court
located in the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and
our directors and officers.
Our amended and restated certificate of incorporation provides that, unless our board of directors otherwise determines, the state
courts of the State of Delaware, or, if no state court located in the State of Delaware has jurisdiction, the federal court for the District
of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a
claim for or based on a breach of a fiduciary duty owed by any of our current or former directors or officers to us or to our
stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; any action asserting a claim against
us or any of our current or former directors or officers arising pursuant to any provision of the Delaware General Corporation Law (the
“DGCL”) or our amended and restated certificate of incorporation or bylaws; any action asserting a claim relating to or involving us
that is governed by the internal affairs doctrine; or any action asserting an “internal corporate claim” as such term is defined in the
DGCL. This exclusive forum provision may limit the ability of our stockholders to bring a claim in a judicial forum that such
stockholders find favorable for disputes with us or our current or former directors or officers, which may discourage such lawsuits
against us and our current or former directors and officers. Alternatively, if a court outside of Delaware were to find this exclusive
forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described
above, we may incur additional costs associated with resolving such matters in other jurisdictions.
Item 1B. Unresolved Staff Comments. None.
Item 2. Properties. We maintain administrative offices and other facilities to support our operations. We have leases for our principal
executive office in Chicago, Illinois and other offices located in Naperville, Illinois; Waltham, Massachusetts; Appleton, Wisconsin;
and Santa Monica, California. We believe that our facilities are adequate to meet our needs for the immediate future, and that should it
be needed, we will be able to secure additional space to accommodate any such expansion of our operations.
Item 3. Legal Proceedings. From time to time, we may be party to various claims and legal actions arising in the ordinary course of
our business. We do not believe that we have any pending litigation that, separately or in the aggregate, would have a material adverse
effect on our results of operations, financial condition or cash flows. We hereby incorporate by reference Note 10 (Commitments and
Contingencies) to the Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and
Supplementary Data” of this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures. None.
15
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our
common stock is listed on the NYSE under the symbol “CARS.” “When issued” trading of our common stock commenced on the
NYSE on May 15, 2017. “Regular way” trading began on June 1, 2017, the day of the Separation. Based on reports by our transfer
agent for our common stock, as of February 19, 2020, there were 5,120 holders of record of our common stock.
Cumulative Stockholder Return Graph. The following graph shows the cumulative total stockholder return for our common stock
during the period from May 18, 2017 to December 31, 2019. The graph also shows the cumulative returns of Standard and Poor’s
(“S&P”) MidCap 400 Index and Research Data Group’s (“RDG”) Internet Composite Index. The comparison assumes $100 was
invested on May 18, 2017 in CARS common stock. The cumulative stockholder return graph for the year ended December 31, 2017,
included in the 2017 Annual Report on Form 10-K, utilized the S&P MidCap 400 Internet Software & Services Index, which was
discontinued as of September 30, 2018.
Purchases of Equity Securities by Issuer. Our share repurchase activity for the three months ended December 31, 2019 is as follows:
Period
October 1 through October 31, 2019.........
November 1 through November 30,
2019 ........................................................
December 1 through December 31,
2019 ........................................................
Total...........................................................
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 (3)
(in thousands)
62,810
62,810
62,810
—
$
—
—
—
(1) The total number of shares purchased and subsequently retired and the average price paid per share reflects shares purchased pursuant to the
share repurchase program. Our share repurchases may occur through open market purchases or pursuant to a Rule 10b5-1 trading plan.
(2)
In March 2018, our Board of Directors authorized a share repurchase program to acquire up to $200 million of our 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. 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 has a two-year duration, does not require the purchase of any minimum
number of shares and may be suspended, modified or discontinued at any time without prior notice. We intend to fund the share repurchase
program principally with cash from operations.
(3) The amounts presented represent the remaining total authorized value to be spent after each month's repurchases.
16
Recent Sales of Unregistered Securities. None.
Use of Proceeds from Registered Securities. None.
Item 6. Selected Financial Data. We derived the Consolidated and Combined Statements of (Loss) Income data for the years ended
December 31, 2019, 2018 and 2017 and the Consolidated Balance Sheet data as of December 31, 2019 and 2018 from our audited
Consolidated and Combined Financial Statements, which are included elsewhere in this Annual Report on Form 10-K. We derived the
Consolidated and Combined Statement of (Loss) Income data for the years ended December 31, 2016 and 2015 and the Consolidated
and Combined Balance Sheet data as of December 31, 2017, 2016 and 2015 from our audited Consolidated and Combined Financial
Statements, which are not included in this Annual Report on Form 10-K. The selected financial data is not necessarily indicative of the
results of future operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and our Consolidated and Combined Financial Statements and the related notes included elsewhere in this
Annual Report on Form 10-K.
(In thousands, except per share amounts)
Statement of (Loss) Income Data
Total revenue ....................................................... $
Operating (loss) income (1) (2) (3)......................
Net (loss) income (4) ...........................................
(Loss) Earnings per Common Share and Other Data
(Loss) earnings per share, basic (5)..................... $
(Loss) earnings per share, diluted (5) ..................
Weighted average number of common
shares outstanding, basic ..................................
Weighted average number of common
shares outstanding, diluted ...............................
Dividends declared per share............................... $
Balance Sheet Data
Cash and cash equivalents ................................... $
Total assets ..........................................................
Long-term debt (6) ..............................................
2019
606,682 $
(446,060)
(445,324)
2018
Year Ended December 31,
2017
2016
2015
662,127 $
83,924
38,809
626,262 $
134,256
224,443
633,106 $
176,650
176,370
596,510
157,733
157,838
(6.65) $
(6.65)
0.55 $
0.55
3.13 $
3.13
2.46 $
2.46
2.20
2.20
66,995
70,318
71,661
71,588
71,588
66,995
— $
70,547
— $
71,727
— $
71,588
— $
71,588
—
13,549 $
2,027,991
642,668
25,463 $
2,600,549
692,159
20,563 $
2,511,039
578,352
8,896 $
2,547,266
—
100
2,473,667
—
(1) The operating loss for the year ended December 31, 2019 is primarily attributed to the $427.3 million (net of tax benefit of $34.2 million)
goodwill and indefinite-lived intangible asset impairment.
(2) The year ended December 31, 2018 includes the impact of $9.8 million in consulting services and other costs incurred as part of our settlement
agreement with our stockholder activist; $13.2 million in transaction costs, primarily related to the acquisition of Dealer Inspire, Inc. and Launch
Digital Marketing LLC (referred to collectively as “Dealer Inspire”) and the process to explore strategic alternatives to enhance shareholder
value; $4.4 million related to the sales transformation; $6.8 million in incremental stock-based compensation; the addition of Dealer Inspire’s
business and the incremental costs of being a public company. These increases were partially offset by the prior year impacts of $5.6 million
primarily related to the Separation and $3.6 million related to the move to our new corporate headquarters location.
(3) The year ended December 31, 2017 includes the impact of incremental costs of being a public company upon our separation from TEGNA.
(4) The year ended December 31, 2017 includes the tax benefit from the write-off of the permanent outside basis difference and the reduction in the
corporate federal income tax rate under the Tax Cuts and Jobs Act. The year ended December 31, 2016 only includes DealerRater tax expense
for the post-acquisition period. There was no tax expense recorded for the year ended December 31, 2015.
(5) As of the Separation date of May 31, 2017, the total shares outstanding was 71.6 million. The total number of shares outstanding at that date is
being utilized for the calculation of both basic and diluted earnings per share for the periods prior to the Separation.
(6)
Includes current portion of long-term debt and debt-issuance costs.
17
Item 7. 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 and Combined Financial Statements and related notes included elsewhere in this Annual Report on
Form 10-K. This discussion and analysis also contains forward-looking statements and should also be read in conjunction with the
disclosures and information contained in “Note About Forward-Looking Statements” and “Risk Factors” in this Annual Report on
Form 10-K. The financial information discussed below and included elsewhere in this Annual Report on Form 10-K may not
necessarily reflect what our financial condition, results of operations and cash flows would have been had we been a stand-alone
company during the applicable periods presented or what our financial condition, results of operations and cash flows may be in the
future.
References in this discussion and analysis to “CARS”, “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 digital marketplace and solutions provider for the automotive industry that connects car
shoppers with sellers and original equipment manufacturers (“OEM”s). Our marketplace empowers shoppers with the resources and
information to make confident car buying decisions while our digital solutions and technology platform help sellers improve
operational efficiency, profitability and sales. Our portfolio of brands includes Cars.com, Dealer Inspire and DealerRater, in addition
to Auto.com, PickupTrucks.com and NewCars.com.
In May 2017, we separated from our former parent company, TEGNA Inc. (“TEGNA”) by means of a spin-off of a newly formed
company, Cars.com Inc., which now owns TEGNA’s former digital automotive marketplace business (the “Separation”). Our
common stock began trading “regular way” on the New York Stock Exchange on June 1, 2017. In February 2018, the Company
acquired all of the outstanding stock of Dealer Inspire, Inc. and substantially all of the net assets of Launch Digital Marketing LLC
(the “DI Acquisition”).
Overview of Results.
(In thousands, except percentages)
Revenue....................................................................
Net (loss) income (1) (2) (3) ....................................
Retail revenue as % of total revenue........................
Wholesale revenue as % of total revenue ................
$
2019
Year Ended December 31,
2018
2017
606,682
(445,324)
$
94%
6%
662,127
38,809
$
87%
13%
626,262
224,443
74%
26%
(1) The net loss for the year ended December 31, 2019 is primarily attributed to the $427.3 million (net of tax benefit of $34.2 million) goodwill and
indefinite-lived intangible asset impairment.
(2) The year ended December 31, 2018 includes the impact of $9.8 million in consulting services and other costs incurred as part of our settlement
agreement with our stockholder activist; $13.2 million in transaction costs, primarily related to the acquisition of Dealer Inspire, Inc. and Launch
Digital Marketing LLC (referred to collectively as “Dealer Inspire”) and the process to explore strategic alternatives to enhance shareholder
value; $4.4 million related to the sales transformation; $6.8 million in incremental stock-based compensation; the addition of Dealer Inspire’s
business and the incremental costs of being a public company. These increases were partially offset by the prior year impacts of $5.6 million,
primarily related to the Separation and $3.6 million related to the move to our new corporate headquarters location.
(3) The year ended December 31, 2017 includes the impact of incremental costs of being a public company upon our separation from TEGNA.
2019 and Recent Highlights.
Fourth Quarter Dealer Count Growth. In the fourth quarter of 2019, dealer customers grew by almost 200 to 18,834 as of December
31, 2019, as compared with 18,635 as of September 30, 2019. This increase was a result of improved retention rates as well as growth
in new dealer customers added during the fourth quarter. We experienced growth in both local dealer customers and our solutions-only
customers.
Increases in Traffic. Traffic is critical to our business. Traffic to the CARS network of websites and mobile apps provides value to
our advertisers in terms of audience, awareness, consideration and conversion. Traffic provides an indication of our consumer reach.
Although our consumer reach does not directly result in revenue, we believe our ability to reach in-market car shoppers is attractive to
our dealers and national advertisers. We have been diligently focused on growing our audience, the fundamental deliverable of any
marketplace business.
In 2019, we had record SEO Traffic growth. During this period, we achieved 24% growth in Traffic and 21% growth in Average
Monthly Unique Visitors. Driven by our product innovations and investments in and efficiencies gained in search engine optimization,
18
brand awareness and paid channels, we have experienced consistent year-over-year Traffic growth since January 2018, and in August
2019 we recorded the highest-trafficked month in our history and subsequently broke that record in January 2020. In addition, we have
been increasing our share of unique visitors throughout 2019.
New OEM Agreement. In 2019, we were selected as a preferred website provider to General Motors (“GM”). This allowed us to begin
selling our website solutions to more than 4,100 GM dealers. This program is non-exclusive and provides GM dealers a choice in
provider for the first time in 15 years. Currently in the pilot phase, we expect to launch websites for GM customers in 2020. This new
agreement provides us with the opportunity to substantially increase our current website customer base, which was approximately
3,200 as of December 31, 2019.
Affiliate Conversions. As of October 1, 2019, we have successfully converted all affiliates to our direct control. We amended five of
our affiliate agreements (Gannett, the McClatchy Company (“McClatchy”), TEGNA, tronc, Inc. (“tronc”), and the Washington Post).
The Belo affiliate agreement expired on October 1, 2019. We now have a direct relationship with all dealer customers and recognize
the revenue associated with converted dealers as Retail revenue, rather than Wholesale revenue, in the Consolidated and Combined
Statements of (Loss) Income. Beginning July 2020, upon the expiration of the affiliate agreements, we will realize incremental Free
Cash Flow, as we will no longer be required to make any further payments to the affiliates under these agreements. Free Cash Flow is
defined as net cash provided by operating activities less capital expenditures, including purchases of property and equipment and
capitalization of internal-use software and website development costs. For information related to the Unfavorable contracts liability,
see Note 7 (Unfavorable Contracts Liability) to the accompanying Consolidated and Combined Financial Statements included in Part
II, Item 8., “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Credit Agreement Amendment. In October 2019, we entered into an amendment to our Credit Agreement to increase the total net
leverage covenant during the remaining term of the Credit Agreement while preserving the favorable pricing structure from the
original agreement. The amendment increases our maximum total net leverage ratio from 3.75x to 4.50x with incremental step downs
through maturity on May 31, 2022.
Completion of Strategic Alternatives Review. In August 2019, we announced the conclusion of the strategic alternatives review
process first announced on January 16, 2019. The strategic alternatives review process was public, comprehensive and deliberate,
lasting ten months. After extensive negotiations and discussions, no actionable proposals for a sale were available to us. As a result,
our Board of Directors unanimously concluded that the best interests of our stockholders are served by continuing to focus on the
execution of our strategic plan and opportunities to drive growth and stockholder returns as an independent public company. We
remain open to all potential value-creating opportunities.
Technology Transformation. In February 2019, we announced a restructuring of the product and technology teams (the “Technology
Transformation”). This restructuring is primarily focused on shifting our technology spend towards innovation to improve our speed
of product delivery, to enable integration across current and future systems, and to migrate our systems to the cloud. In connection
with the Technology Transformation, we have aligned our product and technology teams with our long-term growth strategy to
expand beyond listings to a digital solutions marketplace. As part of this process, we have streamlined the existing teams as we
modernize our technology platform and invest in a more efficient cloud-based infrastructure focused on machine learning, product
innovation and growth. Further, we expect to achieve cost efficiencies upon completion of the Technology Transformation.
Sales Transformation. In December 2018, we restructured the sales team (the “Sales Transformation”), with the primary goal of
better serving our customers. We reorganized the sales force into teams designed to provide the full range of enhanced services to
current customers and a more tailored structure to win new customers. These changes reflect the expansion of our business beyond car
listings to include value-added digital solutions such as innovations from Dealer Inspire and DealerRater. The Sales Transformation
also reflects a realignment of territories following the conversion of the affiliate agreements.
19
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. Information regarding
Traffic, Average Monthly Unique Visitors and Direct Monthly Average Revenue Per Dealer is as follows:
Traffic (Visits)..............................................................................
Average Monthly Unique Visitors ...............................................
Direct Monthly Average Revenue Per Dealer (1) ........................
$
Year Ended December 31,
2019
553,660,000
22,629,000
2,179
$
% Change
2018
445,282,000
18,778,000
2,098
24%
21%
4%
(1) Beginning in the first quarter of 2019, this key operating metric includes revenue from dealer websites and related digital solutions.
Information regarding our Dealer Customers is as follows:
Dealer Customers .........................................................................
As of December 31,
2019
18,834
2018
% Change
19,921
(5)%
Traffic (Visits). Traffic is critical to our business. Traffic to the CARS network of websites and mobile apps provides value to our
advertisers in terms of audience, awareness, consideration and conversion. In addition to tracking traffic volume and sources, we
monitor activity on our properties, allowing us to innovate and refine our consumer-facing offerings. Traffic is defined as the number
of visits to CARS desktop and mobile properties (responsive sites and mobile apps), using Adobe Analytics. Traffic does not include
traffic to Dealer Inspire websites. Visits refers to the number of times visitors accessed CARS properties during the period, no matter
how many visitors make up those visits. Traffic provides an indication of our consumer reach. Although our consumer reach does not
directly result in revenue, we believe our ability to reach in-market car shoppers is attractive to our dealer customers and national
advertisers.
The growth in Traffic was driven by our product innovations and investments in and efficiencies gained in search engine optimization,
brand awareness and paid channels. For the years ended December 31, 2019 and December 31, 2018, mobile traffic accounted for
72% and 67% of total Traffic, respectively.
Average Monthly Unique Visitors (“UVs”). Growth in unique visitors and consumer traffic to our network of websites and mobile
apps increases the number of impressions, clicks, leads and other events we can monetize to generate revenue. 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 towards the number of UVs. UVs do not include Dealer Inspire UVs.
We measure UVs using Adobe Analytics.
The growth in UVs was driven by the same factors as our traffic growth, our product innovations and investments in and efficiencies
gained in search engine optimization, brand awareness and paid channels.
Average Revenue Per Dealer (“ARPD”). We believe that our ability to grow ARPD is an indicator of the value proposition of our
products. We define ARPD as Direct retail revenue during the period divided by the average number of direct Dealer Customers
during the same period. Beginning the first quarter of 2019, this key operating metric includes revenue from dealer websites and
related digital solutions. ARPD prior to the first quarter of 2019 has not been recast to include Dealer Inspire as it would be
impracticable to do so.
ARPD decreased 2% from September 30, 2019, primarily driven by upsell cancellations and dealer churn.
ARPD increased 4% from December 31, 2018, primarily driven by the addition of dealer websites and related digital solutions, as
2018 ARPD did not include these revenue sources. ARPD excluding revenue from dealer websites and related digital solutions was
$2,070, down 1% from the prior year.
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.
20
Total Dealer Customers increased 1% from September 30, 2019. Dealer Customers increased, primarily due to growth in direct local
dealer customers, reflecting improved retention rates and a stabilization in cancellation rates.
Total Dealer Customers declined 5% from December 31, 2018. Dealer Customers decreased, primarily due to higher cancellations of
marketplace customers, in particular in the first half of 2019, partially offset by growth in digital solutions customers.
Factors Affecting Our Performance. Our business is impacted by the ever-changing larger automotive environment, including
consumer demand and other macroeconomic factors, and changes related to automotive digital advertising solutions. We have
observed softness in new car sales in the United States and reduced dealer profitability, which has impacted OEMs’ and dealerships’
willingness to increase spend with automotive marketplaces like Cars.com. Our 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 media offerings. We are adapting our
go-to-market sales and technology infrastructure, as described in the Sales and Technology Transformations discussions above, to
support the execution of our strategy. The foundation of our continued success is the value we deliver to customers, and we believe
that our large and growing audience of in-market, undecided car shoppers and innovative solutions deliver significant value to our
customers.
Results of Operations. For both comparative tables below, the year ended December 31, 2018 has been reclassified to conform to the
current year presentation. There is no change to Operating (loss) income as a result of these reclassifications. No such adjustments
were required for the year ended December 31, 2017. For further information, see Note 2 (Significant Accounting Policies) to the
accompanying Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and
Supplementary Data” of this Annual Report on Form 10-K.
Year Ended December 31, 2019 Compared To Year Ended December 31, 2018
(In thousands, except percentages)
Revenue:
Direct................................................................ $
National advertising .........................................
Other.................................................................
Retail ................................................................
Wholesale.........................................................
Total revenue....................................................
Operating expenses:
Cost of revenue and operations......................
Product and technology..................................
Marketing and sales .......................................
General and administrative ............................
Affiliate revenue share ...................................
Depreciation and amortization .......................
Goodwill and intangible asset impairment.....
Total operating expenses..................................
Operating (loss) income ...................................
Nonoperating (expense) income:
Interest expense, net.........................................
Other income, net.............................................
Total nonoperating expense, net ......................
(Loss) income before income taxes .................
Income tax (benefit) expense ...........................
Net (loss) income ............................................. $
***
Not meaningful
2019
2018
Increase
(Decrease)
% Change
$
477,095
80,774
14,442
572,311
34,371
606,682
99,549
62,859
217,432
73,772
20,790
116,877
461,463
1,052,742
(446,060)
(30,774)
1,555
(29,219)
(475,279)
(29,955)
(445,324) $
$
457,651
105,381
16,156
579,188
82,939
662,127
90,433
68,789
226,740
72,943
15,488
103,810
—
578,203
83,924
19,444
(24,607)
(1,714)
(6,877)
(48,568)
(55,445)
9,116
(5,930)
(9,308)
829
5,302
13,067
461,463
474,539
(529,984)
(27,717)
722
(26,995)
56,929
18,120
38,809
(3,057)
833
(2,224)
(532,208)
(48,075)
$ (484,133)
4%
(23)%
(11)%
(1)%
(59)%
(8)%
10%
(9)%
(4)%
1%
34%
13%
***
82%
***
11%
115%
8%
***
***
***
Retail Revenue—Direct. Direct revenue consists of marketplace and digital solutions sold to dealer customers. Direct revenue is our
largest revenue stream, representing 78.6% and 69.1% of total revenue for the years ended December 31, 2019 and 2018, respectively.
Direct revenue increased by $19.4 million, or 4%, compared to the prior year. As of October 1, 2019, we have successfully converted
all affiliates to our direct control, and will no longer have wholesale revenue. We amended five of our affiliate agreements (Gannett,
21
McClatchy, TEGNA, tronc, and the Washington Post). The Belo affiliate agreement expired on October 1, 2019. We now have a
direct relationship with all dealer customers and recognize the revenue associated with converted dealer customers as Retail revenue,
rather than Wholesale revenue, in the Consolidated and Combined Statements of (Loss) Income. During the year ended December 31,
2019, the affiliate market conversions contributed an incremental $52.5 million to Direct revenue measured at the month of each of the
conversions, while reducing Wholesale revenue by $39.2 million (of which $5.1 million relates to the Unfavorable contracts liability
amortization). For information related to the affiliate market conversions, see Note 7 (Unfavorable Contracts Liability) to the
accompanying Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and
Supplementary Data” of this Annual Report on Form 10-K.
Also included in Retail Revenue – Direct is dealer websites and related digital solutions and digital marketing services, which grew
45% year over year or 25% on a pro forma basis, for the year ended December 31, 2019, as compared to the year ended December 31,
2018.
These increases were partially offset by a 5% decline in direct dealer customers from December 31, 2018.
Retail Revenue—National Advertising. National advertising revenue consists of display advertising and other solutions sold to
OEMs, advertising agencies and automotive adjacencies. National advertising revenue represents 13.3% and 15.9% of total revenue
for the years ended December 31, 2019 and 2018, respectively. National advertising revenue declined 23%, as OEMs reduced their
full year 2019 upfront commitments, reduced their advertising budgets and shifted their spending to programmatic. Incremental sales
to OEMs have been lower in volume and rate.
Wholesale Revenue. Wholesale revenue represents the fees we charge for marketplace and digital solutions sold to dealer customers
by affiliates. The fees represent approximately 60% of the retail value for the same marketplace subscription advertising sold by our
direct sales team. Wholesale revenue represents 5.7% and 12.5% of total revenue for the years ended December 31, 2019 and 2018,
respectively. Wholesale revenue decreased 59%, primarily due to affiliate market conversions from Wholesale revenue ($39.2 million,
which includes $5.1 million of Unfavorable contracts liability amortization) to Direct revenue ($52.5 million). Excluding the affiliate
market conversions, Wholesale revenue was impacted by a 17% decline in affiliate dealer customers. As of October 1, 2019, we have
successfully converted all affiliates to our direct control and going forward, we will no longer record Wholesale revenue. For
information related to the affiliate market conversions, see Note 7 (Unfavorable Contracts Liability) to the accompanying
Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and Supplementary Data” of this
Annual Report on Form 10-K.
Cost of revenue and operations. Cost of revenue and operations expense primarily consists of expenses related to our pay-per-lead
products, third-party costs for product fulfillment and dealer vehicle inventory processing, and compensation costs. Cost of revenue
and operations expense represents 16.4% and 13.7% of total revenue for the years ended December 31, 2019 and 2018, respectively.
Cost of revenue and operations expense increased $9.1 million, primarily due to higher third-party costs and compensation, principally
due to growth in dealer websites and related digital solutions and social product offerings, which have an inherently higher cost of
revenue.
Product and technology. The product team creates and manages consumer and dealer-facing innovation, manages consumer user
experience and includes the costs associated with our editorial, SEO and data strategy teams. The technology team develops and
supports our products and websites. Product and technology expense includes compensation costs, as well as license fees for vehicle
specifications, search engine optimization, hardware/software maintenance, software licenses, data center and other infrastructure
costs. Product and technology expense represents 10.4% of total revenue for the years ended December 31, 2019 and 2018. Product
and technology expense decreased $5.9 million, primarily due to cost efficiencies as a result of the Technology Transformation.
Marketing and sales. Marketing and sales expense primarily consists of traffic and lead acquisition costs (including search engine and
other online marketing), TV and digital display/video advertising and creative production, market research, trade events and
compensation costs for the marketing, sales and sales support teams. Marketing and sales expense represents 35.8% and 34.2% of total
revenue for the years ended December 31, 2019 and 2018, respectively. Marketing and sales expense decreased $9.3 million,
primarily due to lower personnel-related costs as a result of the Sales Transformation, partially offset by strategic marketing
investments aimed at consumer acquisitions, consumer engagement and brand awareness.
General and administrative. General and administrative expense primarily consists of compensation costs for the executive, finance,
legal, human resources, facilities and other administrative employees. In addition, general and administrative expense includes office
space rent, legal and accounting services, other professional services, as well as severance, transformation and other exit costs, costs
associated with stockholder activist campaign, and transaction-related costs and costs related to the write-off and loss on assets,
excluding the goodwill and intangible asset impairment discussed below. General and administrative expense represents 12.2% and
11.0% of total revenue for the years ended December 31, 2019 and 2018, respectively. General and administrative expenses increased
22
$0.8 million and 1% versus the prior year. During the years ended December 31, 2019 and 2018, General and administrative expense
included the following costs (in thousands):
Year Ended December 31,
2019
2018
Severance, transformation and other exit costs ..........................................
Costs associated with stockholder activist campaign .................................
Transaction-related costs (1).......................................................................
Total............................................................................................................
$
$
10,588
8,825
5,582
24,995
$
$
5,771
9,806
13,182
28,759
(1) Transaction-related costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers,
acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (a) transaction-
related bonuses and (b) expenses for advisors and representatives such as investment bankers, consultants, attorneys and accounting firms.
Transaction-related costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-
related milestone payments to acquired employees, in addition to consulting, compensation and other incremental costs associated with
integration projects.
Excluding these costs, General and administrative expense increased $4.6 million or 10%, primarily due to compensation.
Affiliate revenue share. Affiliate revenue share expense represents payments made to affiliates pursuant to our affiliate agreements
and amortization of the Unfavorable contracts liability related to the markets converted prior to the contractual date. Affiliate revenue
share expense increased $5.3 million, primarily due to an increase in payments to the affiliates due to an increase in the number of
affiliate markets converted as well as a decrease in the amortization of the Unfavorable contract liability due to the liability becoming
fully amortized on October 1, 2019. This amortization is recorded as a reduction of Affiliate revenue share expense, rather than
Wholesale revenue for the markets that were converted early. During the years ended December 31, 2019 and 2018, the impact of this
amortization is the following (in thousands):
Year Ended December 31,
2019
2018
Affiliate revenue share expense, gross .......................................................................$
Less: Amortization of the Unfavorable contracts liability .........................................
Affiliate revenue share expense, as reported ..............................................................$
38,317
(17,527)
20,790
$
$
34,231
(18,743)
15,488
For information related to the affiliate market conversions, see Note 7 (Unfavorable Contracts Liability) to the accompanying
Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and Supplementary Data” of this
Annual Report on Form 10-K.
Depreciation and amortization. Depreciation and amortization expense increased 13%, primarily due to the reduction of the useful
lives of certain assets related to the Technology Transformation and the full year impact of the DI Acquisition.
Goodwill and intangible asset impairment. As of September 1, 2019, we determined there was a triggering event, primarily caused by
a sustained decrease in our stock price after the completion of the strategic alternatives review process, and performed an interim
quantitative impairment test. The results of the goodwill and indefinite-lived intangible asset impairment tests indicated that the
carrying values exceeded the estimated fair values and thus, we recorded an impairment of $379.2 million and $82.3 million,
respectively in the third quarter of 2019. For information related to the impairment, see Note 6 (Goodwill and Other Intangible Assets)
to the accompanying Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and
Supplementary Data” of this Annual Report on Form 10-K.
Interest expense, net. In order to manage the risk associated with changes in interest rates on our borrowing under the Term Loan, we
entered into an interest rate Swap (the “Swap”) effective December 31, 2018. Interest expense, net increased, primarily due to
additional interest expense associated with the higher fixed rates and the full year impact of interest related to the borrowing utilized to
fund the DI Acquisition. For information related to our Term and Revolving Loans and interest rate swap, see Note 8 (Debt) to the
accompanying Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and
Supplementary Data” of this Annual Report on Form 10-K.
Income tax (benefit) expense. The effective income tax rate, expressed by calculating the income tax (benefit) expense as a
percentage of Income (Loss) before income tax, was 6% for the year ended December 31, 2019 and differed from the U.S. federal
statutory rate of 21%, primarily due to the impairment of goodwill. For information related to income taxes, see Note 14 (Income
Taxes) to the Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and Supplementary
Data” of this Annual Report on Form 10-K.
23
Year Ended December 31, 2018 Compared To Year Ended December 31, 2017
(In thousands, except percentages)
Revenue:
Direct................................................................ $
National advertising .........................................
Other.................................................................
Retail ................................................................
Wholesale.........................................................
Total revenue....................................................
Operating expenses:
Cost of revenue and operations........................
Product and technology....................................
Marketing and sales .........................................
General and administrative ..............................
Affiliate revenue share .....................................
Depreciation and amortization .........................
Total operating expenses..................................
Operating income.............................................
Nonoperating (expense) income:
Interest expense, net.........................................
Other income, net.............................................
Total nonoperating expense, net ......................
Income before income taxes ............................
Income tax expense (benefit) ...........................
Net income ....................................................... $
***
Not meaningful
2018
2017
Increase
(Decrease)
% Change
$
457,651
105,381
16,156
579,188
82,939
662,127
90,433
68,789
226,740
72,943
15,488
103,810
578,203
83,924
333,248
114,178
15,854
463,280
162,982
626,262
65,541
74,162
209,813
44,903
8,948
88,639
492,006
134,256
$
124,403
(8,797)
302
115,908
(80,043)
35,865
24,892
(5,373)
16,927
28,040
6,540
15,171
86,197
(50,332)
(27,717)
722
(26,995)
56,929
18,120
38,809
$
(12,371)
277
(12,094)
122,162
(102,281)
224,443
(15,346)
445
(14,901)
(65,233)
120,401
$ (185,634)
37%
(8)%
2%
25%
(49)%
6%
38%
(7)%
8%
62%
73%
17%
18%
(37)%
***
161%
***
(53)%
***
(83)%
Retail Revenue—Direct. Direct revenue grew by $124.4 million, or 37%, compared to the prior year. The addition of Dealer Inspire’s
business since the date of the DI Acquisition contributed $53.1 million to the Direct revenue increase. Excluding Dealer Inspire,
Direct revenue grew $71.3 million, or 21%, from 2017 to 2018 driven by an 11% increase in dealer customers and a 6% increase in
ARPD. The affiliate market conversions contributed $88.9 million to Direct revenue measured at the time of each of the conversions,
while reducing Wholesale revenue by $78.8 million (of which $18.7 million relates to the Unfavorable contracts liability
amortization). Excluding Dealer Inspire and affiliate market conversions, Direct revenue declined $16.5 million, primarily due to a
10% decline in Dealer customers.
Retail Revenue—National Advertising. National advertising revenue decreased 8% from 2017 to 2018, as OEMs reduced their
spending mostly due to the cyclical nature of the auto industry. The majority of the decline relates to reductions by three OEM
customers.
Wholesale Revenue. Wholesale revenue decreased primarily due to the affiliate market conversions from Wholesale revenue ($78.8
million, which includes $18.7 million of unfavorable contracts liability amortization) to Direct revenue ($88.9 million). Excluding the
affiliate market conversions, Wholesale revenue declined due to a 13% decline in Dealer customers.
Cost of revenue and operations. Cost of revenue and operations expense represents 13.7% and 10.5% of total revenue for the years
ended December 31, 2018 and 2017, respectively. The addition of Dealer Inspire’s business contributed $22.2 million to the overall
increase. Excluding Dealer Inspire, Cost of revenue and operations expense increased $2.7 million, primarily due to higher third-party
costs related to new product offerings, partially offset by reduced compensation costs associated with lower headcount.
Product and technology. Product and technology expense represents 10.4% and 11.8% of total revenue for the years ended December
31, 2018 and 2017, respectively. Product and technology expense decreased $5.4 million, primarily due to reduced compensation costs
associated with lower headcount and lower third-party costs, partially offset by the addition of Dealer Inspire’s business.
Marketing and sales. Marketing and sales expense represents 34.2% and 33.5% of total revenue for the years ended December 31,
2018 and 2017, respectively. The addition of Dealer Inspire’s business contributed $13.6 million to the overall increase, as we
expanded our salesforce to support our new product offerings and the additional affiliate markets. Excluding Dealer Inspire,
24
Marketing and sales expense increased $3.3 million, primarily due to planned strategic marketing investments aimed at consumer
acquisition, consumer engagement, brand awareness amongst auto shopping audiences and search engine optimization. Sales
compensation costs decreased despite serving approximately 3,500 incremental dealer customers from converted markets.
General and administrative. General and administrative expense increased $28.0 million and 62%, primarily due to $9.8 million in
consulting services and other costs incurred as part of our settlement agreement with our stockholder activist; $7.6 million in
incremental transaction costs, primarily related to the DI Acquisition and the process to explore strategic alternatives to enhance
stockholder value; $6.8 million in incremental stock-based compensation and $3.8 million in costs associated with the Separation of
certain employees.
Affiliate revenue share. Affiliate revenue share expense increased 73%, primarily due to an increase in costs associated with the early
conversions of the McClatchy, tronc and Washington Post markets, partially offset by amortization of the Unfavorable contracts
liability.
Depreciation and amortization. Depreciation and amortization expense increased 17%, primarily due to the incremental amortization
expense related to the DI Acquisition.
Interest expense, net. Interest expense, net increased due to interest associated with the Credit Agreement principally utilized to fund
the Separation and the DI Acquisition. Prior to the Separation, the Company had no debt. For additional information, see Note 8
(Debt) to the Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and Supplementary
Data” of this Annual Report on Form 10-K.
Income tax expense (benefit). Effective with the Separation in May 2017, we established a corporate legal entity structure that is
subject to U.S. federal corporate income tax on a stand-alone basis post-Separation. The effective income tax rate, expressed by
calculating the income tax expense as a percentage of Income before income taxes, was 31.8% for the year ended December 31, 2018
and differed from the U.S. federal statutory rate of 21%, primarily due to changes in apportionment factors upon the finalization of the
post-Spin 2017 state tax returns in the fourth quarter of 2018. The income tax benefit for the year ended December 31, 2017 is based
upon seven months of Cars.com, LLC information and twelve months of DealerRater information. For information related to income
taxes, see Note 14 (Income Taxes) to the Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial
Statements and Supplementary Data” of this Annual Report on Form 10-K.
Liquidity and Capital Resources
Overview. Our primary sources of liquidity are cash flows from operations, available cash reserves and debt capacity available under
our credit facilities. Our operations have generated positive operating cash flows in 2019 and 2018 which, along with our Term and
Revolving Loans described below, provides adequate liquidity to meet our business needs, including those for investments and
strategic acquisitions. In addition, we may raise additional funds through other public or private debt or equity financings. See Part I,
Item 1A., “Risk Factors” of this Annual Report on Form 10-K.
Affiliate Agreements. As of October 1, 2019, we have successfully converted all affiliates to our direct control. We amended five of
our affiliate agreements (Gannett, the McClatchy Company (“McClatchy”), TEGNA, tronc, Inc. (“tronc”), and the Washington Post).
The Belo affiliate agreement expired on October 1, 2019. We now have a direct relationship with all dealer customers and recognize
the revenue associated with converted dealers as Retail revenue, rather than Wholesale revenue, in the Consolidated and Combined
Statements of (Loss) Income. Beginning July 2020, upon the expiration of the affiliate agreements, we will realize incremental Free
Cash Flow, as we will no longer be required to make any further payments to the affiliates under these agreements.
Term Loan and Revolving Loan. As of December 31, 2019, the outstanding principal amount was $648.1 million, at an effective
interest rate of 4.2%, including $388.1 million of outstanding principal under the Term Loan, with an effective interest rate of 4.5%,
including the impact of the interest rate swap, and outstanding borrowings under the Revolving Loan of $260.0 million, at an effective
interest rate of 3.7%. During the year ended December 31, 2019, we made $28.1 million in mandatory Term Loan payments and $20.0
million in voluntary Revolving Loan payments, net of borrowings. As of December 31, 2019, $190.0 million was available to borrow
under the Revolving Loan. Our borrowings are limited by our total net leverage ratio, which is calculated in accordance with our
Credit Agreement, and was 3.8x as of December 31, 2019. The Credit Agreement requires a total maximum total net leverage of 4.5x
with incremental step downs through the maturities of the Term Loan and the Revolving Loan on May 31, 2022. For further
information, see Note 8 (Debt) to the accompanying Consolidated and Combined Financial Statements included in Part II, Item 8.,
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Interest Rate Swap. The interest rate on borrowings under our Term Loan and Revolving Loan is floating and, therefore, subject to
fluctuations. As a result, 53.7% of our interest rates are variable as of December 31, 2019. Under the terms of the Swap, we are locked
into a fixed rate of interest of 2.96% plus an applicable margin, as defined in our Credit Agreement, on a notional amount of $300
25
million. As of December 31, 2019, the fair value of the Swap was an unrealized loss of $10.2 million. The Swap is designated as a
cash flow hedge of interest rate risk and recorded at fair value in Other accrued liabilities and Other noncurrent liabilities on the
Consolidated Balance Sheets. Any gains or losses, net of tax on the Swap are reported as a component of Accumulated other
comprehensive loss until reclassed to Interest expense, net in the same period the hedge transaction impacts earnings. For further
information, see “Derivative Financial Instrument” under Note 2 (Significant Accounting Polices) to the accompanying Consolidated
and Combined Financial Statements included in Part II, Item 8., “Financial Statements and Supplementary Data” of this Annual
Report on Form 10-K.
Share Repurchase Program. In March 2018, our Board of Directors authorized a share repurchase program to acquire up to $200
million of our common stock over a two-year period. We may repurchase shares from time to time in open market transactions or
through privately negotiated transactions in accordance with applicable federal securities laws. 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 does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time
without prior notice. During the years ended December 31, 2019 and 2018, we repurchased and subsequently retired 1.7 million shares
for $40.0 million and 3.8 million shares for $97.2 million, respectively.
Cash Flows. Details of our cash flows are as follows (in thousands):
Net cash provided by (used in):
Operating activities........................................................
Investing activities.........................................................
Financing activities........................................................
Net change in cash and cash equivalents ............................
$
$
Year Ended December 31,
2019
2018
Change
101,484
(21,856)
(91,542)
(11,914)
$
$
163,548
(171,375)
12,727
4,900
$
$
(62,064)
149,519
(104,269)
(16,814)
Operating Activities. The decrease in cash provided by operating activities was primarily related to the reduction of net income,
excluding the impact of non-cash items, partially offset by changes in operating assets and liabilities. In addition, the net loss for the
year ended December 31, 2019 and the net income for the year ended December 31, 2018 was impacted by the following costs (in
thousands):
Year Ended December 31,
2019
2018
Severance, transformation and other exit costs ..........................................
Costs associated with stockholder activist campaign .................................
Transaction-related costs (1).......................................................................
Total............................................................................................................
$
$
10,588
8,825
5,582
24,995
$
$
5,771
9,806
13,182
28,759
(1) Transaction-related costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers,
acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (a) transaction-
related bonuses and (b) expenses for advisors and representatives such as investment bankers, consultants, attorneys and accounting firms.
Transaction-related costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-
related milestone payments to acquired employees, in addition to consulting, compensation and other incremental costs associated with
integration projects.
Investing Activities. The decrease in cash used in investing activities is primarily due to the DI Acquisition in February 2018, partially
offset by an increase in purchases of property and equipment.
Financing Activities. During the year ended December 31, 2019, cash used in financing activities is primarily related to $48.1 million
of loan repayments, net of borrowings, of which $30.0 million was voluntarily paid and $40.0 million in share repurchase. During the
year ended December 31, 2018, cash provided by financing activities is primarily due to net revolving loan borrowings of $135.0
million, principally related to the DI Acquisition in February 2018, partially offset by $97.2 million in share repurchases. For further
information, see Note 8 (Debt) to the accompanying Consolidated and Combined Financial Statements included in Part II, Item 8.,
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
26
Contractual Obligations. As of December 31, 2019, we had the following obligations and commitments to make future payments
under contracts, contractual obligations and commercial commitments (in thousands):
Contractual Obligations
Operating leases
(1)........................... $
Long-term debt (2)....
Interest on debt (3)....
Other obligations
(4)...........................
Total.......................... $
Total
2020
2021
Payments due by Period
2023
2022
2024
Thereafter
$
51,100
648,125
64,002
$
4,368
33,750
27,479
$
4,013
39,375
26,157
$
3,751
575,000
10,366
9,054
772,281
$
6,954
72,551
$
2,100
71,645
$
—
589,117
$
$
3,850
—
—
—
3,850
$
$
4,122
—
—
—
4,122
$
30,996
—
—
—
30,996
(1)
In the first quarter of 2019, we adopted Accounting Standards Update 2016-02, Leases (ASU 2016-02). As part of the adoption of ASU 2016-
02, we recognized right-of-use assets and lease liabilities for operating leases, which are principally related to real estate on our Consolidated
Balance Sheets, with no material impact to our Consolidated and Combined Statements of (Loss) Income and Consolidated and Combined
Statements of Cash Flows. For further information, see Note 3 (Recent Accounting Pronouncements) to the accompanying Consolidated and
Combined Financial Statements included in Part II, Item 8., “Financial Statements and Supplementary Data” of this Annual Report on Form 10-
K.
(2) Long-term debt includes future principal payments on long-term borrowings through scheduled maturity dates. Excluded from these amounts
are the amortization of debt issuance and other costs related to indebtedness.
(3)
Interest payments for variable rate debt were calculated using interest rates as of December 31, 2019 and considered scheduled amortization
payments primarily on the Term and Revolving loans.
(4) Other obligations represent commitments under certain vendor and other contracts.
Commitments and Contingencies. For further information, see Note 10 (Commitments and Contingencies) to the accompanying
Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and Supplementary Data” of this
Annual Report on Form 10-K.
Off-Balance Sheet Arrangements. We do not have any material off-balance sheet arrangements.
Critical Accounting Policies and Estimates. The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and assumptions about future events that
affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those
estimates. We believe the following discussion addresses our most critical accounting policies, which are those that are important to
the presentation of our financial condition and results of operations and require management’s most subjective and complex
judgments.
Revenue Recognition. We account for a customer arrangement when we and the customer have an approved contract that specifies the
rights and obligations of each party and the payment terms, and we believe it is probable we will collect substantially all of the
consideration to which we will be entitled in exchange for the services that will be provided to the customer. We allocate the
contractual transaction price to each distinct performance obligation and recognize revenue when it satisfies a performance obligation
by providing a service to a customer. Revenue is generated through our direct sales force (Retail revenue) and affiliate sales channels
(Wholesale revenue).
Marketplace Subscription Advertising Revenue. Our primary source of Retail revenue and Wholesale revenue are through the sale of
marketplace subscription advertising to dealer customers through varying levels of subscription packages. Our subscription packages
provide the dealer customer’s available new and used vehicle inventory to in-market shoppers on the Cars.com website. The
subscription packages are generally a fixed price arrangement with a contract term ranging from three to six months that is
automatically renewed, typically on a month-to month basis. We recognize subscription package revenue ratably as the service is
provided over the contract term. Marketplace subscription advertising and services revenue is recorded in Retail revenue and
Wholesale revenue in the Consolidated and Combined Statements of (Loss) Income.
We also offer our customers several add-on products to the subscription packages. Add-on products include premium advertising
products that can be uniquely tailored to an individual dealer customer’s current needs. Substantially all of our add-on products are not
sold separately from the subscription packages as the customer cannot benefit from add-on products on their own. Therefore, the
subscription packages and add-on products are combined as a single performance obligation, and we recognize the related revenue
ratably as the services are provided over the contract term.
27
We also provide services, including hosting, related to flexible, custom designed website platforms supporting highly personalized
digital marketing campaigns, digital retailing and messaging platform products. We recognize revenue related to these services ratably
as the service is provided over the contract term. The related revenue is recorded in Retail revenue in the Consolidated and Combined
Statements of (Loss) Income.
Prior to October 2019, our affiliates also sold marketplace subscription advertising to dealer customers, and we earned Wholesale
revenue through our affiliate agreements. Affiliates were assigned certain sales territories in which they sold our products. Under these
agreements, we charged the affiliates 60% of the corresponding Cars.com retail rate for products sold to affiliate dealer customers. We
recognized Wholesale revenue ratably as the service is provided over the contract term. In situations where our direct sales force sold
our products within an affiliate’s assigned territory, we paid the affiliate a revenue share which was classified as Affiliate revenue
share in the Consolidated and Combined Statements of (Loss) Income. Wholesale revenue also includes the amortization of the
Unfavorable contracts liability. For information related to the Unfavorable contracts liability, see Note 7 (Unfavorable Contracts
Liability) to the accompanying Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements
and Supplementary Data” of this Annual Report on Form 10-K.
Display Advertising Products and Services Revenue. We also earn revenue through the sale of display advertising on our website to
national advertisers, pursuant to transaction-based contracts, which are billed for impressions delivered or click-throughs on their
advertisements. An impression is the display of an advertisement to an end-user on the website and is a measure of volume. A click-
through occurs when an end-user clicks on an impression. We recognize revenue as the impressions or click-throughs are delivered. If
the impressions or click-throughs delivered are less than the amount invoiced to the customer, the difference is recorded as deferred
revenue and recognized as revenue when earned. We also provide services related to customized digital marketing and customer
acquisition services, including paid, organic, social and creative services to dealer customers. We recognize revenue related to these
services at the point in time the service is provided. Display advertising products revenue sold to dealer customers is recorded in Retail
revenue in the Consolidated and Combined Statements of (Loss) Income.
Pay Per Lead Revenue. We also sell leads, which are connections from consumers to dealer customers in the form of phone calls,
emails and text messages, to dealer customers, OEMs and third-party resellers. We recognize pay per lead revenue primarily on a per-
lead basis at the point in time in which the lead has been delivered. Revenue related to pay per lead is recorded in Retail and
Wholesale revenue, in the Consolidated and Combined Statements of (Loss) Income.
Other Revenue. Other revenue primarily includes revenue related to vehicle listing data sold to third-parties and peer-to-peer vehicle
advertising. We recognize other revenue either ratably as the services are provided or at the point in time the services have been
performed. Other revenue is recorded in Retail revenue in the Consolidated and Combined Statements of (Loss) Income.
Goodwill. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible
assets, net of liabilities assumed. Goodwill is tested for impairment on an annual basis or between annual tests if events occur or
circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our
goodwill is tested for impairment at a level referred to as the reporting unit. The level at which we test goodwill for impairment
requires us to determine whether the operations below the business segment level constitute a business for which discrete financial
information is available and segment management regularly reviews the operating results. We have determined that CARS operates as
a single reporting unit.
The process of estimating the fair value of goodwill is subjective and requires us to make estimates that may significantly impact the
outcome of the analysis. A qualitative assessment is performed at least annually and considers events and circumstances such as
macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company
specifications. If after performing this assessment, we conclude it is more likely than not that the fair value of the reporting unit is less
than its carrying amount, then we perform the quantitative test.
Under the quantitative test, a goodwill impairment is identified by comparing the fair value of the reporting unit to the carrying
amount, including goodwill. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, goodwill is
considered impaired and an impairment charge is recognized in an amount equal to the excess, not to exceed the carrying amount of
goodwill.
We estimated the fair value of the reporting unit with an income approach using the discounted cash flow (“DCF”) analysis and we
also considered a market-based valuation methodology using comparable public company trading values. Determining fair value
requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates,
the discount rate and relevant comparable public company earnings multiples. The cash flows employed in the DCF analysis are based
on our best estimate of future sales, earnings and cash flows after considering factors such as general market conditions and recent
operating performance. The discount rate utilized in the DCF analysis is based on the reporting unit’s weighted-average cost of
28
capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the
expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of our reporting unit.
Impairment assessment inherently involves management judgments regarding a number of assumptions described above. The
reporting unit fair value also depends on the future strength of the U.S. economy. New and developing competition as well as
technological change could also adversely affect future fair value estimates. Due to the many variables inherent in the estimation of a
reporting unit’s fair value and the relative size of our recorded goodwill, differences in assumptions could have a material effect on the
estimated fair values.
For information related to the goodwill impairment recorded during the year ended December 31, 2019, see Note 6 (Goodwill and
Other Intangible Assets) to the accompanying Consolidated and Combined Financial Statements included in Part II, Item 8.,
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Indefinite-Lived Intangible Asset. In connection with our acquisition by TEGNA, we recorded an intangible asset with an indefinite
life associated with the Cars.com trade name. The indefinite-lived intangible asset is tested annually, or more often if circumstances
dictate, for impairment and is written down to fair value as required. The estimate of fair value is determined using the “relief from
royalty” methodology, which is a variation of the income approach. The discount rate assumption is based on an assessment of the risk
inherent in the projected future cash flows generated by the trade name intangible asset.
For information related to the intangible asset impairment recorded during the year ended December 31, 2019, see Note 6 (Goodwill
and Other Intangible Assets) to the accompanying Consolidated and Combined Financial Statements included in Part II, Item 8.,
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Definite Lived Amortizable Intangible Assets. Our amortizable intangible assets consist mainly of customer relationships and
acquired software. These asset values are amortized systematically over their estimated useful lives. An impairment test of these assets
would be triggered if the undiscounted cash flows from the related asset group (business unit) were to be less than the asset carrying
value. Changes in circumstances, such as technological advances or changes to our business model or capital strategy, could result in
actual useful lives differing from our estimates. If an impairment indicator is present, we review our amortizable intangible assets for
potential impairment at the asset group level by comparing the carrying value of such assets with the expected undiscounted cash
flows to be generated by the asset group.
Recent Accounting Pronouncements. For information related to recent accounting pronouncements, see Note 3 (Recent Accounting
Pronouncements) to the Consolidated and Combined Financial Statements included in Part II, Item 8., “Financial Statements and
Supplementary Data” of this Annual Report on Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Market risk represents the risk of loss that may affect our
financial position due to adverse changes in financial market prices and rates. We are exposed to market risks related to changes in
interest rates and foreign currency exchange risk.
Interest Rate Risk. The interest rate on borrowings under our 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 our borrowing under the Term Loan, we entered
into an interest rate swap (the “Swap”) effective December 31, 2018. As a result, 53.7% of our interest rates are fixed as of December
31, 2019. Under the terms of the Swap, we are locked into a fixed rate of interest of 2.96% plus an applicable margin, as defined in the
Credit Agreement, on a notional amount of $300 million. As of December 31, 2019, the fair value of the Swap was an unrealized loss
of $10.2 million. The Swap is designated as a cash flow hedge of interest rate risk and recorded at fair value in Other accrued
liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets. Any gains or losses on the Swap will be reported as a
component of Accumulated other comprehensive loss until reclassed to Interest expense, net in the same period the hedge transaction
impacts earnings. Based on the value of our unhedged indebtedness at December 31, 2019, a 100 basis point increase in interest rates
would result in a corresponding increase in our interest expense of $6.5 million annually.
Foreign Currency Exchange Risk. Historically, as our operations and sales have been primarily in the United States, we have not
faced any significant foreign currency risk. With the acquisitions of DealerRater in August 2016 and Dealer Inspire in February 2018,
we acquired a limited number of Canadian dealer customers, some of which are billed in Canadian dollars. Any foreign currency
exchange rate fluctuations have been and are anticipated to be immaterial. If we plan for additional international expansion, our risks
associated with fluctuation in currency rates will become greater, and we will continue to reassess our approach to managing this risk.
Item 8. Financial Statements and Supplementary Data.
29
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Cars.com Inc.
Opinion on the Financial Statements
We have audited the accompanying Consolidated Balance Sheets of Cars.com Inc. (the Company) as of December 31, 2019 and 2018,
the related Consolidated and Combined Statements of (Loss) Income, Comprehensive (Loss) Income, Stockholders’ Equity and Cash
Flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed
in the index at Item 15(a) (2) (collectively referred to as the “Consolidated and Combined Financial Statements”). In our opinion, the
Consolidated and Combined Financial Statements present fairly, in all material respects, the financial position of the Company at
December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) and our report dated February 26, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the Consolidated Financial
Statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the Consolidated Financial Statements and (2) involved our especially challenging, subjective or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the Consolidated and
Combined Financial Statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Goodwill
Description of the
Matter
At December 31, 2019, the Company’s goodwill was $505.8 million. As discussed in Note 2 and Note 6 of the
Consolidated and Combined Financial Statements, goodwill is tested for impairment at least annually at the
reporting unit level on November 1. Due to an interim triggering event, the Company performed a quantitative
impairment analysis as of September 1, 2019, estimating the fair value of the reporting unit by utilizing an
income approach which uses the discounted cash flow (“DCF”) analysis and the Company also considered a
market-based valuation methodology using comparable public company trading values. The Company recorded
an impairment charge of $379.2 million in the third quarter of 2019. In the fourth quarter of 2019, the Company
performed an updated quantitative impairment analysis of its goodwill and the results of this test indicated that
the estimated fair value exceeded the carrying value as of December 31, 2019.
Auditing the Company’s goodwill impairment test was complex due to the significant judgment required in
determining the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant
assumptions that require judgment, including the amount and timing of future cash flows (e.g., revenue growth
rates and free cash flow), long-term growth rates, and the weighted average cost of capital (“discount rate”),
which are affected by factors such as general market conditions and recent operating performance.
30
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the
Company’s goodwill impairment review process. For example, we tested controls over management's review of
the valuation model and the significant assumptions, as discussed above, used to develop the prospective
financial information. We also tested management's controls to validate that the data used in the valuation was
complete and accurate.
Description of the
Matter
To test the estimated fair value of the Company’s goodwill, we performed audit procedures that included,
among others, assessing the reasonableness of the methodologies used. We compared the significant
assumptions used by management to current industry and economic trends, analyst expectations, changes to the
Company’s business model, customer base or product mix and other relevant factors. We assessed the historical
accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to assess the
changes in the fair values that would result from changes in the assumptions. Further, we evaluated the
reasonableness of the Company’s assumptions by analyzing comparable public company trading values. We
also involved our valuation specialists to assist with our evaluation of the methodology used by the Company
and significant assumptions included in the fair value estimates.
Valuation of Indefinite-lived Intangible Asset
At December 31, 2019, the Company’s indefinite-lived intangible asset (Cars.com trade name) was $790
million. As discussed in Note 2 and Note 6 of the Consolidated and Combined Financial Statements, indefinite-
lived intangible assets are tested for impairment at least annually. Due to a triggering event, the Company
performed a quantitative impairment analysis as of September 1, 2019, estimating the fair value using the
“relief from royalty” methodology, which is a variation of the income approach. The Company recorded an
impairment charge of $82.3 million in the third quarter of 2019. In the fourth quarter of 2019, the Company
performed an updated quantitative impairment analysis of its indefinite-lived intangible asset and the results of
this test indicated that the estimated fair value exceeded the carrying value as of December 31, 2019.
Auditing the Company’s trade name impairment test was complex due to the significant judgement required in
determining the fair value of trade name assets. In particular, the fair value estimate was sensitive to significant
judgments, including amount and timing of future cash flows (e.g. revenue growth rates), long-term growth
rates, royalty rate and weighted average cost of capital (“discount rate”), which are affected by factors such as
general market conditions and recent operating performance.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the
Company’s indefinite-lived intangible asset impairment review process. For example, we tested controls over
management's review of the valuation model and the significant assumptions (e.g., revenue growth rates, long-
term growth rates, royalty rate and discount rate) used to develop the prospective financial information. We also
tested management's controls to validate that the data used in the valuation was complete and accurate.
To test the estimated fair value of the Company’s trade name asset, we performed audit procedures that
included, among others, assessing the reasonableness of the methodology used. We compared the significant
assumptions used by management to current industry and economic trends, analyst expectations, changes to the
Company’s business model, customer base or product mix and other relevant factors. We assessed the historical
accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate
the changes in the fair values that would result from changes in the assumptions. We also involved our
valuation specialists to assist with our evaluation of the methodology used by the Company and significant
assumptions included in the fair value estimates.
We have served as the Company’s auditor since 2016.
/s/ Ernst & Young LLP
Chicago, Illinois
February 26, 2020
31
Cars.com Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
Assets:
Current assets:
Cash and cash equivalents......................................................................................... $
Accounts receivable, net ...........................................................................................
Prepaid expenses .......................................................................................................
Other current assets ...................................................................................................
Total current assets ..............................................................................................
Property and equipment, net ...........................................................................................
Goodwill .........................................................................................................................
Intangible assets, net.......................................................................................................
Investments and other assets...........................................................................................
Total assets........................................................................................................... $
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable ...................................................................................................... $
Accrued compensation ..............................................................................................
Unfavorable contracts liability ..................................................................................
Current portion of long-term debt .............................................................................
Other accrued liabilities ............................................................................................
Total current liabilities.........................................................................................
Noncurrent liabilities:
Long-term debt..........................................................................................................
Deferred tax liability .................................................................................................
Other noncurrent liabilities .......................................................................................
Total noncurrent liabilities...................................................................................
Total liabilities .....................................................................................................
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, 2019 and December 31, 2018,
respectively ..................................................................................................................
Common Stock at par, $0.01 par value; 300,000 shares authorized; 66,764
and 68,262 shares issued and outstanding as of December 31, 2019
and December 31, 2018, respectively..........................................................................
Additional paid-in capital ...............................................................................................
(Accumulated deficit) retained earnings.........................................................................
Accumulated other comprehensive loss .........................................................................
Total stockholders' equity ...............................................................................................
Total liabilities and stockholders' equity ........................................................................ $
December 31,
2019
2018
$
$
$
13,549
101,762
6,526
603
122,440
43,696
505,885
1,329,499
26,471
2,027,991
12,431
16,738
—
31,391
38,246
98,806
611,277
132,996
43,844
788,117
886,923
25,463
108,921
9,264
10,289
153,937
41,482
884,449
1,510,410
10,271
2,600,549
11,631
16,821
18,885
26,853
36,520
110,710
665,306
177,916
19,694
862,916
973,626
—
—
668
1,515,109
(367,067)
(7,642)
1,141,068
2,027,991
$
683
1,508,001
118,239
—
1,626,923
2,600,549
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
32
Cars.com Inc.
Consolidated and Combined Statements of (Loss) Income
(In thousands, except per share data)
2019
Year Ended December 31,
2018
2017
Revenue:
Retail ............................................................................
Wholesale (1) ...............................................................
Total revenue ..........................................................
$
$
572,311
34,371
606,682
$
579,188
82,939
662,127
Operating expenses:
Cost of revenue and operations ....................................
Product and technology ................................................
Marketing and sales......................................................
General and administrative...........................................
Affiliate revenue share .................................................
Depreciation and amortization .....................................
Goodwill and intangible asset impairment ...................
Total operating expenses.........................................
Operating (loss) income ....................................
Nonoperating (expense) income:
Interest expense, net .....................................................
Other income, net .........................................................
Total nonoperating expense, net .............................
(Loss) income before income taxes ........................
Income tax (benefit) expense ..................................
Net (loss) income...............................................
Weighted-average common shares outstanding:
Basic...................................................................................
Diluted................................................................................
(Loss) earnings per share:
Basic...................................................................................
Diluted................................................................................
$
$
99,549
62,859
217,432
73,772
20,790
116,877
461,463
1,052,742
(446,060)
(30,774)
1,555
(29,219)
(475,279)
(29,955)
(445,324)
66,995
66,995
$
90,433
68,789
226,740
72,943
15,488
103,810
—
578,203
83,924
(27,717)
722
(26,995)
56,929
18,120
38,809
70,318
70,547
$
$
(6.65)
(6.65)
$
0.55
0.55
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
(1) For information related to related party transactions, see Note 16 (Related Party).
463,280
162,982
626,262
65,541
74,162
209,813
44,903
8,948
88,639
—
492,006
134,256
(12,371)
277
(12,094)
122,162
(102,281)
224,443
71,661
71,727
3.13
3.13
33
Consolidated and Combined Statements of Comprehensive (Loss) Income
(In thousands)
Cars.com Inc.
Net (loss) income .............................................................................$
Other comprehensive loss, net of tax:
Interest rate swap..........................................................................
Total other comprehensive loss........................................................
Comprehensive (loss) income ..........................................................$
2019
Year Ended December 31,
2018
2017
(445,324)
$
38,809
$
224,443
(7,642)
(7,642)
(452,966)
$
—
—
38,809
$
—
—
224,443
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
34
Cars.com Inc.
Consolidated and Combined Statements of Stockholders’ Equity
(In thousands)
Balance at December 31, 2016 ...........................
Net income ..........................................................
Cash distribution to TEGNA related to
Separation.........................................................
Deferred taxes related to Separation ...................
Distribution by TEGNA......................................
Shares issued in connection with stock-based
compensation plans, net ...................................
Stock-based compensation..................................
Transactions with TEGNA, net (1) .....................
Balance at December 31, 2017 ...........................
Net income ..........................................................
Repurchases of common stock............................
Shares issued in connection with stock-based
compensation plans, net ...................................
Stock-based compensation..................................
Transactions with TEGNA, net (1) .....................
Balance at December 31, 2018 ...........................
Net loss................................................................
Other comprehensive loss, net ............................
Repurchases of common stock............................
Shares issued in connection with stock-based
compensation plans, net ...................................
Stock-based compensation..................................
Transactions with TEGNA, net (1) .....................
Balance at December 31, 2019 ...........................
Preferred Stock
Common Stock
Additional
Paid-In
Shares
—
—
Amount
—
$
—
Shares
—
—
Amount
—
$
—
Capital
$
—
—
TEGNA's
Investment,
net
$ 2,417,285
47,861
(Accumulated
Deficit)
Retained
Earnings
$
—
176,582
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
71,588
40
—
—
71,628
—
(3,789 )
160
—
263
68,262
—
—
(1,750 )
238
—
14
66,764
$
$
$
—
—
716
—
—
1,499,203
(650,000 )
(246,197 )
(1,499,919 )
—
—
—
716
—
(38 )
2
—
3
683
—
—
(18 )
2
—
1
668
—
2,627
—
$ 1,501,830
$
—
—
(69,030 )
$
—
—
—
375
9,423
(3,627 )
$
$ 1,508,001
—
—
—
(288 )
7,588
(192 )
$
$ 1,515,109
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
—
—
—
—
—
—
176,582
38,809
(97,152 )
—
—
—
118,239
(445,324 )
—
(39,982 )
—
—
—
(367,067 )
$
$
$
$
Accumulated
Other
Comprehensive
Loss
Stockholders'
Equity
2,417,285
224,443
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
—
(7,642 )
—
—
—
—
(7,642 ) $
(650,000 )
(246,197 )
—
—
2,627
(69,030 )
1,679,128
38,809
(97,190 )
377
9,423
(3,624 )
1,626,923
(445,324 )
(7,642 )
(40,000 )
(286 )
7,588
(191 )
1,141,068
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
(1) For information related to related party transactions, see Note 16 (Related Party).
35
Cars.com Inc.
Consolidated and Combined Statements of Cash Flows
(In thousands)
Cash flows from operating activities:
Net (loss) income..................................................................................... $
Adjustments to reconcile Net (loss) income to Net cash provided by
operating activities:
Depreciation .......................................................................................
Amortization of intangible assets.......................................................
Amortization of unfavorable contracts liability .................................
Goodwill and intangible asset impairment.........................................
Stock-based compensation.................................................................
Deferred income taxes .......................................................................
Provision for doubtful accounts .........................................................
Amortization of debt issuance costs...................................................
Other, net............................................................................................
Changes in operating assets and liabilities, net of DI Acquisition:
Accounts receivable ........................................................................
Prepaid expenses .............................................................................
Other current assets .........................................................................
Other assets .....................................................................................
Accounts payable ............................................................................
Accrued compensation ....................................................................
Other accrued liabilities ..................................................................
Other noncurrent liabilities..............................................................
Cash received from lessor for lease incentives........................................
Net cash provided by operating activities ...............................................
Cash flows from investing activities:
Purchase of property and equipment..................................................
Payment for DI Acquisition, net ........................................................
Other, net............................................................................................
Net cash used in investing activities........................................................
Cash flows from financing activities:
Proceeds from issuance of long-term debt.........................................
Payments of debt issuance costs and other fees.................................
Payments of long-term debt ...............................................................
Stock-based compensations plans, net ...............................................
Repurchases of common stock...........................................................
Cash distribution to TEGNA related to Separation ...........................
Transactions with TEGNA, net..........................................................
Net cash (used in) provided by financing activities ................................
Net (decrease) increase in cash and cash equivalents .............................
Cash and cash equivalents at beginning of period...................................
Cash and cash equivalents at end of period............................................. $
Supplemental cash flow information:
Cash paid for income taxes, net of refunds ............................................. $
Cash paid for interest...............................................................................
2019
Year Ended December 31,
2018
2017
(445,324) $
38,809
$
224,443
18,266
98,611
(18,885)
461,463
7,588
(44,920)
4,897
1,573
496
2,262
2,738
9,835
(16,201)
874
(83)
(1,378)
19,672
—
101,484
(21,257)
—
(599)
(21,856)
10,000
(2,940)
(58,125)
(286)
(40,000)
—
(191)
(91,542)
(11,914)
25,463
13,549
$
12,820
90,990
(25,200)
—
9,423
16,693
4,391
1,307
1,053
(1,164)
2,464
(552)
782
2,512
2,569
8,358
(1,707)
—
163,548
(14,233)
(157,153)
11
(171,375)
195,000
—
(82,500)
377
(97,190)
—
(2,960)
12,727
4,900
20,563
25,463
$
10,770
77,869
(25,200)
—
2,627
(108,845)
2,452
810
1,618
(5,006)
(8)
(8,593)
734
(432)
(6,946)
6,021
(2,173)
15,788
185,929
(32,774)
—
—
(32,774)
675,000
(6,208)
(91,250)
—
—
(650,000)
(69,030)
(141,488)
11,667
8,896
20,563
1,740
29,654
$
7
26,780
$
11,531
11,761
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
36
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements
Note 1. Description of business, company history and basis of presentation
Description of business. Cars.com Inc., (the “Company” or CARS) is a leading digital marketplace and solutions provider for the
automotive industry that connects car shoppers with sellers and original equipment manufacturers (“OEM”s). The Company’s
marketplace empowers shoppers with the resources and information to make confident car buying decisions while our digital solutions
and technology platform help sellers improve operational efficiency, profitability and sales. The Company’s portfolio of brands
includes Cars.com, Dealer Inspire and DealerRater, in addition to Auto.com, PickupTrucks.com and NewCars.com.
Company History. In May 2017, the Company separated from its former parent company, TEGNA Inc. (“TEGNA”) by means of a
spin-off of a newly formed company, Cars.com Inc. (the “Spin”), which now owns TEGNA’s former digital automotive marketplace
business (the “Separation”). The Company filed a Registration Statement with the United States (“U.S.”) Securities and Exchange
Commission (the “SEC”) on Form 10 relating to the Separation, which was declared effective on May 15, 2017. On May 31, 2017, the
Company made a $650.0 million cash transfer to TEGNA and TEGNA completed the Separation through a pro rata distribution to its
stockholders of all of the outstanding shares of the Company’s common stock. The Company’s common stock began trading “regular
way” on the New York Stock Exchange on June 1, 2017.
In February 2018, the Company acquired all of the outstanding stock of Dealer Inspire, Inc. and substantially all of the net assets of
Launch Digital Marketing LLC (the “DI Acquisition”) in 2018. The post-DI Acquisition business related to Dealer Inspire, Inc. and
Launch Digital Marketing LLC is referred to collectively as “Dealer Inspire.” For additional information, see Note 4 (Business
Combination).
Basis of Presentation. These accompanying Consolidated and Combined 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 SEC.
The Consolidated and Combined Financial Statements include the accounts of CARS and its 100% owned subsidiaries. All
intercompany transactions and accounts have been eliminated in consolidation.
Prior to the Separation, the Company’s financial statements were derived from the historical accounting records of TEGNA and reflect
the Company’s financial results as if the Company were a separate entity. The historical financial statements include allocations of
certain TEGNA corporate overhead expenses and totaled $2.5 million for the year ended December 31, 2017.
All significant intercompany transactions between either (i) the Company and TEGNA or (ii) the Company and TEGNA affiliates
have been included within the Consolidated and Combined Financial Statements and are considered to be effectively settled through
equity contributions or distributions at the time the transactions were recorded. The accumulated net effect of intercompany and
certain post-Separation transactions, between either (i) the Company and TEGNA or (ii) the Company and TEGNA affiliates are
included in “Transactions with TEGNA, net.” The total net effect of these intercompany or certain post-Separation transactions is
reflected in the Consolidated and Combined Statements of Cash Flows as financing activities.
Note 2. Significant Accounting Policies
Use of Estimates. The preparation of the accompanying Consolidated and Combined Financial Statements in accordance with U.S.
GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated and Combined
Financial Statements and accompanying disclosures. Although these estimates are based on management’s best 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. Historically, certain
costs related to severance, transformation and other exit costs; costs associated with a stockholder activist campaign; transaction-
related costs; and the write-off of long-lived assets were reflected in various operating expense line items in the Consolidated and
Combined Statements of (Loss) Income. Beginning on January 1, 2019, these costs are reflected within General and administrative
expenses and certain prior year balances have been reclassified to conform to the current year presentation and are summarized in the
table below (in thousands). There is no change to Operating (loss) income as a result of these reclassifications. No such adjustments
were required for the year ended December 31, 2017.
37
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
As Reported
Adjustments
As Adjusted
Year Ended December 31, 2018
Cost of revenue and operations ....................... $
Product and technology ...................................
Marketing and sales.........................................
General and administrative..............................
Affiliate revenue share ....................................
Depreciation and amortization ........................
Total operating expenses ................................. $
92,367
73,970
232,884
59,684
15,488
103,810
578,203
$
$
(1,934)
(5,181)
(6,144)
13,259
—
—
—
$
$
90,433
68,789
226,740
72,943
15,488
103,810
578,203
Revenue. The Company accounts for a customer arrangement when the Company and the customer have an approved contract that
specifies the rights and obligations of each party and the payment terms, and the Company believes it is probable that the Company
will collect substantially all of the consideration to which the Company will be entitled in exchange for the services that will be
provided to the customer. The Company allocates the contractual transaction price to each distinct performance obligation and
recognizes revenue when it satisfies a performance obligation by providing a service to a customer. Revenue is generated through the
Company’s direct sales force (Retail revenue) and affiliate sales channels (Wholesale revenue).
Marketplace Subscription Advertising Revenue. The Company’s primary source of Retail revenue and Wholesale revenue are through
the sale of marketplace subscription advertising to dealer customers through varying levels of subscription packages. The Company’s
subscription packages provide the dealer customer’s available new and used vehicle inventory to in-market shoppers on the Cars.com
website. The subscription packages are generally a fixed price arrangement with a contract term generally ranging from three to six
months that is automatically renewed, typically on a month-to month basis. The Company recognizes subscription package revenue
ratably as the service is provided over the contract term. Marketplace subscription advertising revenue is recorded in Retail revenue
and Wholesale revenue in the Consolidated and Combined Statements of (Loss) Income.
The Company also offers its customers several add-on products to the subscription packages. Add-on products include premium
advertising products that can be uniquely tailored to an individual dealer customer’s current needs. Substantially all of the Company’s
add-on products are not sold separately from the subscription packages as the customer cannot benefit from add-on products on their
own. Therefore, the subscription packages and add-on products are combined as a single performance obligation, and the Company
recognizes the related revenue ratably as the services are provided over the contract term.
The Company also provides services, including hosting, related to flexible, custom designed website platforms supporting highly
personalized digital marketing campaigns, digital retailing and messaging platform products. The Company recognizes revenue related
to these services ratably as the service is provided over the contract term. The related revenue is recorded in Retail revenue in the
Consolidated and Combined Statements of (Loss) Income.
Prior to October 2019, the Company’s affiliates also sold marketplace subscription advertising to dealer customers, and the Company
earned Wholesale revenue through its affiliate agreements. Affiliates were assigned certain sales territories in which they sold the
Company’s products. Under these agreements, the Company charged the affiliates 60% of the corresponding Cars.com retail rate for
products sold to affiliate dealer customers. The Company recognized Wholesale revenue ratably as the service is provided over the
contract term. In situations where the Company’s direct sales force sold the Company’s products within an affiliate’s assigned
territory, the Company paid the affiliate a revenue share which was classified as Affiliate revenue share in the Consolidated and
Combined Statements of (Loss) Income. Wholesale revenue also includes the amortization of the Unfavorable contracts liability.
Display Advertising Products and Services Revenue. The Company also earns revenue through the sale of display advertising on the
Company’s website to national advertisers, pursuant to transaction-based contracts, which are billed for impressions delivered or
click-throughs on their advertisements. An impression is the display of an advertisement to an end-user on the website and is a
measure of volume. A click-through occurs when an end-user clicks on an impression. The Company recognizes revenue as the
impressions or click-throughs are delivered. If the impressions or click-throughs delivered are less than the amount invoiced to the
customer, the difference is recorded as deferred revenue and recognized as revenue when earned. The Company also provides services
related to customized digital marketing and customer acquisition services, including paid, organic, social and creative services to
dealer customers. The Company recognizes revenue related to these services at the point in time the service is provided. Display
advertising products revenue sold to dealer customers is recorded in Retail revenue in the Consolidated and Combined Statements of
(Loss) Income.
38
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Pay Per Lead Revenue. The Company also sells leads, which are connections from consumers to dealer customers in the form of
phone calls, emails and text messages, to dealer customers, OEMs and third-party resellers. The Company recognizes pay per lead
revenue primarily on a per-lead basis at the point in time in which the lead has been delivered. Revenue related to pay per lead is
recorded in Retail and Wholesale revenue, in the Consolidated and Combined Statements of (Loss) Income.
Other Revenue. Other revenue primarily includes revenue related to vehicle listing data sold to third-parties and peer-to-peer vehicle
advertising. The Company recognizes other revenue either ratably as the services are provided or at the point in time the services have
been performed. Other revenue is recorded in Retail revenue in the Consolidated and Combined Statements of (Loss) Income.
Cash and Cash Equivalents. All cash balances and liquid investments with original maturities of three months or less on their
acquisition date are classified as cash and cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable are primarily derived from sales to dealer customers
and OEMs and recorded at invoiced amounts. The allowance for doubtful accounts reflects the Company’s estimate of credit exposure,
determined principally on the basis of its collection experience, aging of its receivables and any specific reserves needed for certain
customers based on their credit risk. Bad debt expense for the years ended December 31, 2019, 2018 and 2017 was $4.9 million, $4.4
million and $2.5 million, respectively, and is included in Marketing and sales in the Consolidated and Combined Statements of (Loss)
Income.
Concentrations of Credit Risk. The Company’s financial instruments, consisting primarily of cash and cash equivalents and customer
receivables, are exposed to concentrations of credit risk. The Company invests its cash and cash equivalents with highly-rated
financial institutions.
Investments. Investments in non-marketable equity securities are measured at fair value with changes in fair value recognized in Net
(loss) income. The Company utilizes the measurement alternative for equity investments without readily determinable fair values and
revalues these investments upon the occurrence of an observable price change for similar investments. The non-marketable
investments recorded within Investments and other assets on the Consolidated Balance Sheets were $9.4 million as of December 31,
2019 and 2018. On at least an annual basis, the Company assesses its investments to determine whether any events have occurred, or
circumstances have changed, which might have a significant adverse effect on their fair value and which may be indicative of
impairment. There were no impairments recorded for the periods presented in the Consolidated and Combined Statements of (Loss)
Income.
Property and Equipment. Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated
useful lives as follows (in thousands):
Asset
2019
2018
December 31,
Computer software................................ $
Computer hardware ..............................
Furniture and fixtures ...........................
Leasehold improvements ......................
Property and equipment, gross .............
Less: Accumulated depreciation...........
Property and equipment, net ................. $
46,636 $
19,429
4,757
19,151
89,973
(46,277)
$
43,696
29,300
19,461
4,970
18,594
72,325
(30,843)
41,482
Estimated Useful Life
18 months - 5 years
3 - 5 years
10 years
Lesser of useful life or lease term
Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $18.3 million, $12.8 million and $10.8 million,
respectively. Normal repairs and maintenance are expensed as incurred. Any resulting gain or loss from the disposition of those assets
is included in General and administrative expense on the Consolidated and Combined Statements of (Loss) Income.
Internally Developed Technology. The Company capitalizes costs associated with customized internal-use software systems and
website development that have reached the application development stage. Such capitalized costs include external direct costs utilized
in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with
the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which
the project is substantially complete and ready for its intended purpose. The Company reviews the carrying amount of internally
developed technology for impairment and useful lives whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. Capitalized software costs for the years ended December 31, 2019, 2018 and 2017 were $19.8 million, $11.5
39
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
million and $6.9 million, respectively. Capitalized costs are included in Property and equipment, net on the Consolidated Balance
Sheets. Research and development costs are expensed as incurred.
Goodwill and Other Intangible Assets. Goodwill represents the excess of acquisition cost over the fair value of assets acquired,
including identifiable intangible assets, net of liabilities assumed. As of December 31, 2019, the Company had $505.9 million of
goodwill which resulted from TEGNA’s acquisition of Cars.com in 2014, the acquisition of DealerRater.com in 2016 and the DI
Acquisition in 2018.
Goodwill is tested for impairment on an annual basis or between annual tests if events occur or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s goodwill is tested for impairment
annually as of November 1 and at a level referred to as the reporting unit. The level at which the Company tests goodwill for
impairment requires the Company to determine whether the operations below the business segment level constitute a business for
which discrete financial information is available and segment management regularly reviews the operating results. The Company has
determined that CARS operates as a single reporting unit.
The process of estimating the fair value of goodwill is subjective and requires the Company to make estimates that may significantly
impact the outcome of the analysis. A qualitative assessment is performed at least annually and considers events and circumstances
such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as
company specifications. If after performing this assessment, the Company concludes it is more likely than not that the fair value of the
reporting unit is less than its carrying amount, then the Company performs the quantitative test.
Under the quantitative test, a goodwill impairment is identified by comparing the fair value of the reporting unit to the carrying
amount, including goodwill. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, goodwill is
considered impaired and an impairment charge is recognized in an amount equal to the excess, not to exceed the carrying amount of
goodwill.
The Company estimated the fair value of the reporting unit by utilizing an income approach which uses a discounted cash flow
(“DCF”) analysis and the Company also considered a market-based valuation methodology using comparable public company trading
values. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash
flows, long-term growth rates, the discount rate and relevant comparable public company earnings multiples. The cash flows
employed in the DCF analysis are based on the Company’s best estimate of future sales, earnings and cash flows after considering
factors such as general market conditions and recent operating performance. The discount rate utilized in the DCF analysis is based on
the reporting unit’s weighted-average cost of capital, which takes into account the relative weights of each component of capital
structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in
future cash flows of the Company’s reporting unit.
Impairment assessment inherently involves management judgments regarding a number of assumptions described above. The
reporting unit fair value also depends on the future strength of the U.S. economy. New and developing competition, as well as,
technological change could also adversely affect future fair value estimates. Due to the many variables inherent in the estimation of a
reporting unit’s fair value and the relative size of the Company’s recorded goodwill, differences in assumptions could have a material
effect on the estimated fair values. For further information, see Note 6 (Goodwill and Other Intangible Assets).
In connection with the Company’s acquisition by TEGNA, the Company recorded an intangible asset with an indefinite life associated
with the Cars.com trade name. The indefinite-lived intangible asset is tested annually, or more often if circumstances dictate, for
impairment and is written down to fair value as required. The estimate of fair value is determined using the “relief from royalty”
methodology, which is a variation of the income approach. The discount rate assumption is based on an assessment of the risk inherent
in the projected future cash flows generated by the trade name intangible asset.
Amortizable intangible assets are amortized on a straight-line basis over the estimated useful lives as follows:
Intangible Asset
Acquired software ...............................................
Content library ....................................................
Customer relationships........................................
Non-compete agreements....................................
Other trade names ...............................................
Estimated Useful Life
2 - 7 years
2 years
3 - 14 years
5 years
10 - 12 years
40
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Valuation of Long-Lived Assets. The Company reviews the carrying amount of long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. Once an indicator of potential impairment has
occurred, the impairment test is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the
intent is to hold the asset for continued use, the impairment test first requires a comparison of projected undiscounted future cash
flows against the carrying amount of the asset group. If the carrying value of the asset group exceeds the estimated undiscounted
future cash flows, the asset group would be deemed to be potentially impaired. The impairment, if any, would be measured based on
the amount by which the carrying amount exceeds the fair value. Fair value is determined primarily using the projected future
undiscounted cash flows. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are
reduced for the cost to dispose. No impairment losses were recognized for the periods presented in the Consolidated and Combined
Statements of (Loss) Income.
Fair Value of Financial Instruments. The Company’s financial instruments include marketable securities held at fair value. Financial
instruments also include accounts receivable, accounts payable, debt and other liabilities. The carrying values of these instruments
approximate their fair values.
Derivative Financial Instrument. The interest rate on borrowings under the Company’s Term 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, the
Company entered into an interest rate swap (the “Swap”) effective December 31, 2018. Under the terms of the Swap, the Company is
locked into a fixed rate of interest of 2.96% plus an applicable margin, as defined in the Credit Agreement principally utilized to fund
the Separation and the DI Acquisition, on a notional amount of $300 million. The Swap is designated as a cash flow hedge of interest
rate risk and recorded at fair value in Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets.
Any gains or losses on the Swap are reported as a component of Accumulated other comprehensive loss until reclassified into Interest
expense, net in the same period the hedge transaction impacts earnings. As of December 31, 2019, the fair value of the Swap was an
unrealized loss of $10.2 million, of which $4.2 million and $6.0 million is recorded in Other accrued liabilities and Other noncurrent
liabilities, respectively, on the Consolidated Balance Sheets. During the year ended December 31, 2019, $2.0 million was reclassified
from Accumulated other comprehensive loss into Interest expense, net.
Income Taxes. Income taxes are presented on the Consolidated and Combined Financial Statements using the asset and liability
method, under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary
differences that exist between the financial statement carrying amount of assets and liabilities and their respective tax basis, as well as
from operating loss and tax credit carry-forwards. Deferred income taxes reflect expected future tax benefits (i.e. assets) and future tax
costs (i.e. liabilities). The Company measures deferred tax assets and liabilities using the enacted tax rate expected to apply to taxable
income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the
effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. Valuation allowances are
established if, based upon the weight of available evidence, management determines it is “more likely than not” that some portion or
all of the deferred tax asset will not be realized.
The Company’s uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates,
such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the
measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance
affecting its estimates of tax liabilities or the rendering of relevant court decisions. Uncertain tax positions that relate to deferred tax
assets are recorded against deferred tax assets; otherwise, uncertain tax positions are recorded as either a current or noncurrent liability
in the Consolidated Balance Sheets. The Company records penalties and interest relating to uncertain tax positions in Income tax
(benefit) expense in the Consolidated and Combined Statements of (Loss) Income. The Company has not recorded any material
expense or liabilities related to interest or penalties in its Consolidated and Combined Financial Statements.
Stock-Based Compensation. Stock-based compensation expense is recognized on a straight-line basis over the vesting period.
Forfeitures are recorded at the time the forfeiture event occurs. For further information, see Note 12 (Stock-Based Compensation).
Advertising Costs. The Company expenses all advertising costs as they are incurred and are included in Marketing and sales in the
Consolidated and Combined Statements of (Loss) Income. Advertising expense for the years ended December 31, 2019, 2018 and
2017 was $115.8 million, $109.2 million and $104.6 million, respectively.
Cost of Revenue and Operations. Cost of revenue and operations consist of expenses related to the pay-per-lead products, third-party
costs such as processing of dealer vehicle inventory, product fulfillment, customer service and related compensation costs.
41
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Defined Contribution Plans. The Company’s employees are eligible to participate in a defined contribution plan. Participants are
eligible on the first day of the quarter following the date of hire after one month of service and are allowed to make tax-deferred
contributions up to 100% of annual compensation, subject to limitations specified by the Internal Revenue Code of 1986, as amended.
Employer contributions consist of matching contributions and/or non-elective employer contributions. The Company provides a
maximum match for 4% of the employee’s salary and contributions are immediately fully vested. The Company’s contributions to its
defined contribution plans for the years ended December 31, 2019, 2018 and 2017 were $4.3 million, $4.4 million and $4.1 million,
respectively.
Note 3. Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements
Financial Instruments – Credit Losses. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses changing the way credit losses on accounts receivable
are estimated. Under current U.S. GAAP, credit losses on trade accounts receivable are recognized once it is probable that such losses
will occur. Under this ASU, the Company will be required to estimate credit losses based on the expected amount of future collections
which may result in earlier recognition of allowance for doubtful accounts. This ASU will be effective in the first quarter of 2020 and
will be adopted using a modified retrospective approach. The Company has evaluated this new guidance and it will not have a material
impact on its Consolidated and Combined Financial Statements and related disclosures.
Cloud Computing Arrangements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs
Incurred in a Cloud Computing Arrangement That Is a Service Contract, aligning the requirements for capitalizing implementation
costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for
internal-use software. This ASU will be effective in the first quarter of 2020 and will be adopted on a prospective basis. The Company
has evaluated this new guidance and it will not have a material impact on its Consolidated and Combined Financial Statements and
related disclosures.
Recently Adopted Accounting Pronouncements
Revenue Recognition. The FASB amended the FASB Accounting Standards Codification (“ASC”) and created Topic 606, Revenue
from Contracts with Customers (“ASC 606”). Under ASC 606, revenue recognition occurs when a customer obtains control of
promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those
goods or services. In addition, ASC 606 requires additional disclosures about the nature, amount, timing and uncertainty of revenue
and cash flows arising from contracts with customers. The Company’s primary source of revenue is the sale of marketplace
subscription advertising to car dealerships, which will continue to be recognized ratably over the contract term as the service is
provided to the customer. Effective January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. The
adoption did not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. For further
information, see Note 5 (Revenue).
Leases. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02) in order to increase transparency and comparability
among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases
under current U.S. GAAP. The new guidance requires a lessee to recognize a liability to make lease payments (the “lease liability”)
and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is
effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified
retrospective approach and early adoption is permitted. The Company adopted ASU 2016-02 in the first quarter of 2019 utilizing the
modified retrospective transition approach for leases existing at, or entered into after, the beginning of the first quarter of 2019 and did
not recast the comparative periods presented in the Consolidated and Combined Financial Statements upon adoption. The Company
elected the ‘package of practical expedients’ and did not reassess its prior conclusions about lease identification, lease classification
and initial direct costs. The Company also elected the short-term lease recognition exemption for all leases that qualify and did not
recognize right-of-use assets or lease liabilities for those leases. The Company’s lease agreements are principally related to real estate.
The adoption of ASU 2016-02 resulted in the recognition of operating lease assets of $18.2 million and $35.0 million in operating
lease liabilities on its Consolidated Balance Sheets. The difference between the operating lease assets and the operating lease liabilities
relates to the derecognition of the Company’s deferred rent obligation, which included the impact of a lease incentive received in 2017
related to the 300 South Riverside Lease in Chicago, Illinois and was already recorded on the Consolidated Balance Sheets at the time
of the adoption.
42
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Note 4. Business Combination
On February 21, 2018, the Company acquired all of the outstanding stock of Dealer Inspire Inc., an innovative technology leader
providing progressive dealer websites, digital retailing and messaging platform products, and substantially all of the net assets of
Launch Digital Marketing LLC, a provider of digital marketing services, including paid, organic, social and creative services. Dealer
Inspire consists of proprietary solutions that are complementary extensions of the Company’s online marketplace platform and current
suite of dealer solutions.
The Company expensed as incurred total acquisition costs of $4.9 million, of which $4.3 million was recorded during the twelve
months ended December 31, 2018. These costs were recorded in General and administrative in the Consolidated and Combined
Statements of (Loss) Income. In connection with the DI Acquisition, Dealer Inspire’s unvested equity awards were cash settled for a
total of $5.7 million. The fair value of these awards was based on the price paid per common share to the owners of the acquired
businesses and recognized immediately after the DI Acquisition as compensation expense in the Company’s Consolidated and
Combined Statements of (Loss) 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 income approach. The DI Acquisition
purchase price allocation is as follows (in thousands):
Cash consideration (1) ......................................................... $
Contingent consideration (2)................................................
Cash settlement of DI Acquisition's unvested equity
awards (3)..........................................................................
Total consideration............................................................... $
Cash...................................................................................... $
Accounts receivable .............................................................
Property and equipment .......................................................
Other assets ..........................................................................
Identified intangible assets (4) .............................................
Total assets acquired .........................................................
Accounts payable .................................................................
Deferred tax liability ............................................................
Other liabilities.....................................................................
Total liabilities assumed....................................................
Net identifiable assets ..........................................................
Goodwill ..............................................................................
Total consideration............................................................... $
Acquisition-date
Fair Value
164,333
2,200
(5,700)
160,833
1,480
11,291
1,215
320
71,900
86,206
(2,514)
(14,741)
(4,460)
(21,715)
64,491
96,342
160,833
(1) A reconciliation of cash consideration to Payment for DI Acquisition, net in the Consolidated and Combined Statements of Cash Flows is as
follows (in thousands):
Cash consideration ............................................................... $
Less: Cash settlement of DI Acquisition's unvested equity
awards (3) ...........................................................................
Less: Cash acquired .............................................................
Payment for DI Acquisition, net .......................................... $
164,333
(5,700)
(1,480)
157,153
(2) As part of the DI Acquisition, the Company may be required to pay up to an additional $15 million in cash consideration to the former owners.
The actual amount to be paid will be based on Dealer Inspire’s future performance related to certain revenue targets to be attained over a three-
year performance period. The fair value was estimated utilizing the income approach valuation technique. The contingent consideration liability
is recorded in Other noncurrent liabilities in the Consolidated Balance Sheets.
43
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
(3) In connection with the DI Acquisition, Dealer Inspire’s unvested equity awards were cash settled. The fair value of these awards was based on
the price paid per common share to the owners of the acquired businesses and recognized immediately after the DI Acquisition as compensation
expense in the Company’s Consolidated and Combined Statements of (Loss) Income, as follows: $3.9 million in Product and technology, $1.0
million in Cost of revenue and operations, $0.5 million in Marketing and sales and $0.3 million in General and administrative.
(4)
Information regarding the identifiable intangible assets acquired is as follows:
DI Acquisition-Date
Fair Value
(in thousands)
Acquired software ................................. $
Customer relationships ..........................
Trade names...........................................
Total....................................................... $
39,500
18,300
14,100
71,900
Weighted-Average
Amortization Period
(in years)
4
4
10
In addition to the total consideration of $160.8 million, the Company granted stock-based compensation awards, worth up to $25.5
million, to certain employees. These awards require continued employee service and are based on Dealer Inspire’s future performance
related to certain revenue targets to be attained over a three-year performance period. For further information, see Note 12 (Stock-
Based Compensation).
Goodwill. In connection with the DI Acquisition, the Company recorded goodwill in the amount of $96.3 million, which is primarily
attributable to sales growth from existing and future technology, product offerings and customers and the value of the acquired
assembled workforce. Of the total goodwill recorded in connection with the DI Acquisition, approximately $15.0 million was
deductible for income tax purposes.
Pro forma Financial Information (unaudited). The unaudited pro forma revenue and net income of the Company and Dealer Inspire
are $669.8 million and $46.1 million as of December 31, 2018, respectively. This information gives effect to pro forma events that are
factually supportable and directly attributable to the transaction. The unaudited pro forma results reflect adjustments for compensation
expense related to the cash settlement of Dealer Inspire’s unvested equity awards; acquisition and integration costs; incremental
intangible assets amortization based on the fair values of each identifiable intangible asset; certain other compensation related costs,
including retention bonuses and stock-based compensation; and interest expense on the borrowings under the revolving loan to fund
the DI Acquisition. Pro forma adjustments were tax-affected at the Company’s corporate blended statutory tax rate applicable during
the respective periods presented.
This unaudited pro forma information is presented for informational purposes only and may not be indicative of the historical results
of operations that would have been obtained if the DI Acquisition had taken place on January 1, 2018, nor the results that may be
obtained in the future. The unaudited pro forma information does not reflect future synergies or other such costs or savings.
From the date of the DI Acquisition, the Company included Dealer Inspire’s financial results in its Consolidated and Combined
Statements of (Loss) Income for the year ended December 31, 2018. Dealer Inspire contributed revenue of $53.1 million and a net loss
of $11.3 million. The net loss includes $14.0 million of incremental intangible asset amortization and $8.2 million of costs related to
the DI Acquisition, primarily related to the cash settlement of Dealer Inspire’s unvested equity awards and acquisition-related costs,
both of which are on a pre-tax basis.
44
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Note 5. Revenue
Revenue Summary. In the table below (in thousands), revenue is disaggregated by sales channel and major products and services. The
Company only has one reportable segment; therefore, further disaggregation is not applicable at this time.
Sales channel
2019
Year Ended December 31,
2018
2017
Direct .................................................. $
National advertising............................
Other ...................................................
Retail...................................................
Wholesale ...........................................
Total revenue ...................................... $
Major products and services
Marketplace subscription
advertising........................................ $
Display advertising .............................
Pay per lead.........................................
Other ...................................................
Total revenue ...................................... $
477,095 $
80,774
14,442
572,311
34,371
606,682 $
475,960 $
91,935
26,907
11,880
606,682 $
457,651 $
105,381
16,156
579,188
82,939
662,127 $
507,993 $
112,792
30,757
10,585
662,127 $
333,248
114,178
15,854
463,280
162,982
626,262
483,026
102,183
31,727
9,326
626,262
Note 6. Goodwill and Other Intangible Assets
Goodwill and Indefinite-Lived Intangible Asset. On September 1, 2019, the Company determined there was a triggering event,
primarily caused by a sustained decrease in the Company's stock price after the completion of the strategic alternatives review process,
and performed interim quantitative impairment tests. The results of the goodwill and indefinite-lived intangible asset impairment tests
indicated that the carrying values exceeded the estimated fair values. Thus, during the third quarter of 2019, the Company recorded an
impairment of $379.2 million and $82.3 million related to its goodwill and indefinite-lived intangible asset, respectively. In the fourth
quarter of 2019, the Company performed an updated quantitative impairment analysis of its goodwill and indefinite-lived intangible
asset and the results of those tests indicated that the estimated fair value exceeded the carrying value as of December 31, 2019. For
further information, see Note 2 (Significant Accounting Polices).
The changes in the carrying amount of goodwill and indefinite-lived intangible asset are as follows (in thousands):
Goodwill
Cars.com
Trade name
December 31, 2017 ...............................
Additions ...............................................
December 31, 2018 ...............................
Impairment ............................................
Other......................................................
December 31, 2019 ...............................
$
$
$
$
788,107
96,342
$
884,449
(379,163)
599
505,885
$
872,320
—
872,320
(82,300)
—
790,020
Definite Lived Intangible Assets. The Company’s definite-lived intangible assets by major asset class are as follows (in thousands):
Gross
Carrying
Amount
December 31, 2019
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
December 31, 2018
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships..... $
Acquired software............
Other trade names ............
Non-compete agreements.
Content library .................
Total ................................. $
832,540
111,200
23,900
2,860
2,100
972,600
$
$
(343,925) $
(78,831)
(5,405)
(2,860)
(2,100)
(433,121) $
488,615
32,369
18,495
—
—
539,479
$
$
832,540
111,200
23,900
2,860
2,100
972,600
$
$
(273,799) $
(53,002)
(3,178)
(2,431)
(2,100)
(334,510) $
558,741
58,198
20,722
429
—
638,090
45
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Amortization for the years ended December 31, 2019, 2018 and 2017 is $98.6 million, $91.0 million and $77.9 million,
respectively. Projected annual amortization expense for amortizable intangible assets is as follows (in thousands):
2020.........................................
2021.........................................
2022.........................................
2023.........................................
2024.........................................
Thereafter ................................
Total ........................................
$
$
94,333
84,994
71,694
69,828
67,222
151,408
539,479
Note 7. Unfavorable Contracts Liability
In connection with the October 2014 acquisition of CARS by TEGNA, the Company entered into affiliate agreements with the former
owners of CARS. Under the affiliate agreements, affiliates have the exclusive right to sell and price the Company’s products and
services in their local territories, paying the Company a wholesale rate for the Company’s products. The Company charged the
affiliates 60% of the corresponding Cars.com’s retail rate for products sold to affiliate dealer customers and recognized revenue
generated from these agreements as Wholesale revenue in the Consolidated and Combined Statements of (Loss) Income. The
Unfavorable contracts liability was established as a result of these below market-rate unfavorable affiliate agreements that the
Company entered into as part of TEGNA’s acquisition of the Company in 2014.
Prior to the affiliate conversions discussed below, over the annual contract period, the Company recognized $25.2 million of
Wholesale revenue with a corresponding reduction of the Unfavorable contracts liability. The Unfavorable contracts liability was fully
amortized as of September 30, 2019 and as of December 31, 2019 and 2018, the Unfavorable contracts liability on the Consolidated
Balance Sheets was zero and $18.9 million within Current liabilities, respectively.
The Company has amended five of its affiliate agreements (Gannett, McClatchy, TEGNA, tronc, and the Washington Post) and as a
result, has a direct relationship with these dealer customers before the original contractual conversion date specified. As a result, we
recognize the revenue associated with converted dealer customers as Retail revenue, rather than Wholesale revenue, in the
Consolidated and Combined Statements of (Loss) Income. On October 1, 2019, the Belo affiliate agreement expired and the Company
now directly serves all dealer customers.
As part of the amendments to the affiliate agreements, Gannett, McClatchy, TEGNA, tronc, and the Washington Post have agreed to
perform certain marketing support and transition services through varying dates, the latest of which is June 29, 2020. The fees the
Company pays associated with the amended affiliate agreements are recorded as Affiliate revenue share expense within Operating
expenses in the Consolidated and Combined Statements of (Loss) Income.
The Company no longer records the amortization of the Unfavorable contracts liability associated with the converted markets to
revenue as the Company is recognizing this direct revenue at retail rates. The amortization of the Unfavorable contracts liability was
recorded as a reduction of Affiliate revenue share within Operating expenses in the Consolidated and Combined Statements of (Loss)
Income. As of December 31, 2019, the Unfavorable contracts liability has been fully amortized.
During the year ended December 31, 2019, the Company recorded $17.5 million as a reduction to Affiliate revenue share, rather than
Wholesale revenue, in the Consolidated and Combined Statements of (Loss) Income. The reduction to Affiliate revenue share was
partially offset by the fees associated with the marketing support and transition services.
The Company’s Unfavorable contracts liability activity for the year ended December 31, 2019 is as follows (in thousands):
December 31, 2018 ...................................................
Amortization into Wholesale revenue (1) .................
Amortization into Affiliate revenue share (2) ...........
December 31, 2019 ...................................................
$
$
18,885
(1,358)
(17,527)
—
(1) Amount represents the amortization of the Unfavorable contracts liability related to the remaining affiliate agreements into Wholesale revenue
in the Consolidated and Combined Statements of (Loss) Income.
46
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
(2) Amount represents the amortization of the Unfavorable contracts liability related to the converted McClatchy, tronc and Washington Post
affiliate agreements into Affiliate revenue share within Operating expenses in the Consolidated and Combined Statements of (Loss) Income.
Note 8. Debt
Credit Agreement. On May 31, 2017, the Company and certain of its domestic wholly-owned subsidiaries (collectively, the
“Guarantors”) entered into a Credit Agreement (the “Credit Agreement”) with the lenders named therein. In October 2019, we entered
into an amendment to the Company’s Credit Agreement to increase the total net leverage covenant during the remaining term of the
Credit Agreement while preserving the favorable pricing structure from the original agreement. The Credit Agreement matures on
May 31, 2022 and includes (a) revolving loan commitments in an aggregate principal amount of up to $450 million (of which up to
$25 million may be in the form of letters of credit at its request) and (b) term loans in an aggregate principal amount of $450 million.
Interest on the borrowings under the Credit Agreement is payable based on either (i) the London Interbank Offered Rate (“LIBOR”) or
(ii) the Alternate Base Rate (“ABR”), as defined in the Credit Agreement, in either case plus an applicable margin and fees which,
after the second full fiscal quarter following the closing date, is based upon its total net leverage ratio. The ABR is the greater of (a)
the prime rate, (b) the New York Fed Bank Rate plus 50 basis points or (c) adjusted LIBOR, which is computed as the LIBOR Screen
Rate at 11:00 AM on such day. The applicable margin varies between 1.25% to 2.0% for LIBOR borrowings and 0.25% to 1.0% for
ABR borrowings, depending on the Company’s net leverage ratio. The Credit Agreement requires a total maximum total net leverage
of 4.50x with incremental step downs through the maturities of the term loan and the revolving loan.
On May 31, 2017, the Company borrowed $675 million to fund a $650 million cash payment to TEGNA immediately prior to the
distribution, to pay fees and expenses related to the Separation and to fund working capital. The term loan requires quarterly
amortization payments which commenced on September 30, 2017. Debt issuance costs were $5.5 million and $4.1 million at
December 31, 2019 and December 31, 2018, respectively. These debt issuance costs are recorded as a reduction of debt and the debt is
accreted using the effective interest method with the amortization recorded in Interest expense, net on the Consolidated and Combined
Statements of (Loss) Income.
Debt Guarantors, Collateral, Covenants and Restrictions. The obligations under the Credit Agreement are guaranteed by the
Guarantors and the Company. The Guarantors secured their respective obligations under the Credit Agreement by granting liens in
favor of the agent on substantially all of their assets. The terms of the Credit Agreement include representations and warranties,
affirmative and negative covenants (including certain financial covenants) and events of default that are customary for credit facilities
of this nature. The negative covenants place restrictions and limitations on the Company’s ability to incur additional indebtedness,
make distributions or other restricted payments, create liens, make certain equity or debt investments, engage in mergers or
consolidations and engage in certain transactions with affiliates. As of December 31, 2019, the Company is in compliance with the
covenants under its various credit agreements.
Term Loan. As of December 31, 2019, the outstanding borrowings under the Term Loan were $388.1 million and the interest rate in
effect was 4.5%. During the year ended December 31, 2019, the Company made $28.1 million in quarterly Term Loan payments.
Revolving Loan. As of December 31, 2019, the outstanding borrowings under the Revolving Loan were $260.0 million and the
interest rate in effect was 3.7%. During the year ended December 31, 2018, the Company borrowed $165.0 million to fund the DI
Acquisition and $30.0 million to fund share repurchases. The Company also made $30.0 million in voluntary Revolving Loan
payments during the year ended December 31, 2019. As of December 31, 2019, the Company was permitted to borrow an additional
$190.0 million under the Revolving Loan. The Company’s borrowings are limited by its net leverage ratio, which was 3.8 to 1.0 as of
December 31, 2019.
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. Level 2 assets and liabilities are based on
observable inputs other than quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices for
identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by
observable market data.
47
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Long-term Debt Maturities. Long-term debt includes future principal payments on long-term borrowings through scheduled maturity
dates. Excluded from these amounts are the amortization of debt issuance and other costs related to indebtedness. The Company’s
contractual payments at December 31, 2019 under then-outstanding long-term debt agreements in each of the next five calendar years
are as follows (in thousands):
2020 ..................................................................................... $
2021 .....................................................................................
2022 .....................................................................................
2023 .....................................................................................
2024 .....................................................................................
Total..................................................................................... $
33,750
39,375
575,000
—
—
648,125
Note 9. Leases
Leases. The Company is obligated as a lessee under certain non-cancelable operating leases for office space, and is also obligated to
pay insurance, maintenance and other executory costs associated with the leases. In May 2016, the Company entered into a new lease
of office space in Chicago, Illinois. The lease extends through June 2031 and monthly rental payments under the lease escalate by
2.5% each year throughout the lease. As of December 31, 2019, the Company’s scheduled future minimum lease payments under
operating leases having initial noncancelable lease terms of more than one year, were as follows (in thousands):
2020............................................................................................... $
2021...............................................................................................
2022...............................................................................................
2023...............................................................................................
2024...............................................................................................
Thereafter ......................................................................................
Total minimum lease payments ....................................................
Less: Imputed interest (1) .............................................................
Present value of the minimum lease payments .............................
Less: Current maturities of lease obligations ................................
Long-term lease obligations.......................................................... $
4,368
4,013
3,751
3,850
4,122
30,996
51,100
(17,527)
33,573
(1,951)
31,622
(1) The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available from the Company’s lessors.
Therefore, in order to discount lease payments to present value, the Company has estimated its incremental borrowing rate based on
information available at either the lease transition date (for those leases that commenced prior to January 1, 2019) or the lease
commencement date (for those leases that commenced after January 1, 2019).
As of December 31, 2019, the Company’s operating lease assets, included in Investments and other assets, were $16.9 million and
operating lease liabilities were $33.6 million, the current maturities of which is included in Other accrued liabilities and the long-term
portion of which is included in Other noncurrent liabilities. The difference between the operating lease assets and the operating lease
liabilities is primarily due to a lease incentive received in 2017 related to the 300 South Riverside Lease in Chicago, Illinois.
48
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Other information related to the Company’s operating leases for the year ended December 31, 2019 is as follows (in thousands, except
months and percentage):
Income statement information:
Operating lease cost .................................................................................................... $
Short-term lease cost ...................................................................................................
Variable lease cost ......................................................................................................
Total lease cost............................................................................................................ $
Other information:
Cash paid for operating leases for the year ended December 31, 2019 ...................... $
Weighted-average remaining lease term (in months) as of December 31, 2019 ........
Weighted-average discount rate as of December 31, 2019.........................................
Year Ended
December 31, 2019
3,877
1,202
2,565
7,644
3,627
132
7.4%
Rental expense in 2018 and 2017 was $8.2 million and $7.3 million, respectively.
Note 10. Commitments and Contingencies
The Company and its subsidiaries are parties from time to time in legal and administrative proceedings involving matters incidental to
its business. These matters, whether pending, threatened or unasserted, if decided adversely to the Company or settled, may result in
liabilities material to its financial position, results of operations or cash flows. 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 legal matters that could affect the amount of liability that has been previously accrued and makes
adjustments as appropriate. Significant judgment is required to determine both the probability and the estimated amount.
Note 11. Stockholders Equity
In March 2018, the Company’s Board of Directors authorized a 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. 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 has a two-
year duration, does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at
any time without prior notice. The Company intends to fund the share repurchase program principally with cash from operations.
During the year ended December 31, 2019, the Company repurchased and subsequently retired 1.7 million shares for $40 million.
Note 12. Stock-Based Compensation
Omnibus Plan. In May 2017, the Company’s Board of Directors approved the Cars.com Inc. Omnibus Incentive Compensation Plan
(the “Omnibus Plan”), which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock
units, performance shares and other stock-based and cash-based awards. A maximum of 18 million common stock shares may be
issued under the Omnibus Plan. As of December 31, 2019, there were 15.1 million common stock shares available for future grants.
The Company issues new shares of CARS common stock for shares delivered under the Omnibus Plan.
49
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Prior to the Separation and distribution from TEGNA, certain CARS current and former employees received TEGNA restricted share
units based on TEGNA common stock. Due to the spin-off from TEGNA, all outstanding TEGNA restricted share units held by
certain CARS current and former employees following the Separation were converted into an award denominated in shares of CARS
common stock, with the number of shares subject to the award adjusted in a manner intended to preserve the aggregate intrinsic value
of the original TEGNA restricted share units award as measured immediately before and after the Separation. Stock-based
compensation expense relates to awards issued in connection with and after the Separation. Information related to stock-based
compensation expense is as follows (in thousands):
Stock-based compensation expense ............. $
Income tax benefit related to stock-based
compensation expense...............................
2019
Year Ended December 31,
2018
2017
7,588 $
9,423 $
2,627
2,840
1,222
643
Information related to outstanding stock-based compensation awards as of December 31, 2019 for restricted share units (“RSUs”),
performance share units (“PSUs”), and the Cars.com Employee Stock Purchase Plan (“ESPP”) is as follows (in thousands, except for
weighted-average remaining period):
Unearned
Compensation
Weighted-Average
Remaining Period
(in years)
RSUs ........................................................................... $
PSUs............................................................................
ESPP............................................................................
Total ............................................................................ $
14,708
518
161
15,387
2.0
2.2
0.3
2.0
Restricted Share Units. 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. RSU’s are subject to graded vesting, generally
ranging between one and four 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 year ended December 31, 2019 is as follows (in thousands, except for weighted-average grant date fair value):
Outstanding as of December 31, 2018 ......................
Granted.........................................................................
Vested and delivered....................................................
Forfeited.......................................................................
Outstanding as of December 31, 2019 (1) ................
Number
of RSUs
Weighted-Average
Grant Date
Fair Value
769 $
582
(241)
(167)
943
26.20
23.51
26.00
25.23
24.68
(1) The outstanding balance as of December 31, 2019 includes 81,000 RSUs that were vested, but not yet delivered.
The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2019 and 2018 was $23.51 and
$26.63, respectively. The total grant-date fair value of RSUs that vested during the years ended December 31, 2019 and 2018 was
$7.1 million and $3.7 million, respectively.
50
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Performance Share Units. PSUs 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. The fair value of the PSUs is equal to the
Company’s common stock price on the date of grant. PSU activity for the year ended December 31, 2019 is as follows (in thousands,
except for weighted-average grant date fair value):
Outstanding as of December 31, 2018 ......................
Granted.........................................................................
Vested and delivered....................................................
Forfeited.......................................................................
Outstanding as of December 31, 2019 ......................
Number
of PSUs
Weighted-Average
Grant Date
Fair Value
766 $
212
—
(25)
953
27.37
23.99
—
26.27
26.60
The PSUs granted during the years ended December 31, 2019 and the remaining PSUs granted during the year ended December 31,
2018 require continued employee service. The percentage of these 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 over three
years.
During the year ended December 31, 2018, the Company granted 632,000 to certain employees in connection with the DI Acquisition
and require continued employee service. The percentage of PSUs that shall vest will range from 0% to 150% of the number of PSUs
granted based on Dealer Inspire’s future performance related to certain revenue targets over a three-year performance period. These
PSUs are subject to graded vesting over three years.
Employee Stock Purchase Plan. On September 19, 2017, the Company’s Board of Directors approved the Cars.com Employee Stock
Purchase Plan (the “ESPP”). Eligible employees may authorize payroll deductions of up to 10% of the employee’s base earnings with
a maximum of $10,000 per every six-month offering period to purchase CARS common stock at a purchase price per share equal to
85% of the lower of (i) the closing market price per share of CARS at the beginning of the offering period or (ii) the closing market
price per share at the end of the offering period. A maximum of three million shares are available for issuance under the ESPP. As of
December 31, 2019, 2.8 million shares were available for issuance under the ESPP. The Company issued 0.1 million shares related to
the ESPP for the years ended December 31, 2019 and 2018. The Company recorded $0.5 million and $0.4 million of stock-based
compensation expense related to the ESPP for the years ended December 31, 2019 and 2018, respectively.
Note 13. (Loss) Earnings Per Share
Basic (loss) earnings per share is calculated by dividing Net (loss) income by the weighted-average number of shares of common
stock outstanding. Diluted (loss) 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. The computations of the Company’s basic and diluted (loss) earnings per share are set forth below (in thousands, except per
share amounts):
Year Ended December 31,
2019
2018
2017 (1)
Net (loss) income .................................................................................
Basic weighted-average common shares outstanding..........................
Effect of dilutive stock-based compensation awards (2) .....................
Diluted weighted-average common shares outstanding ......................
(Loss) earnings per share, basic ...........................................................
(Loss) earnings per share, diluted ........................................................
$
$
(445,324) $
66,995
—
66,995
(6.65) $
(6.65)
38,809
70,318
229
70,547
0.55
0.55
$
$
224,443
71,661
66
71,727
3.13
3.13
(1) As of the Separation date of May 31, 2017, the total shares outstanding were 71.6 million. For the year ended December 31, 2017, the
calculation of both basic and diluted earnings per share includes the 71.6 million shares as the shares outstanding during the period of January 1,
2017 through May 31, 2017.
If the Company had been in a net income position, 0.8 million potential common shares would have been included from diluted weighted-
average common shares outstanding for the year ended December 31, 2019 as their inclusion would have had an anti-dilutive effect.
(2)
51
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
As of December 31, 2019, the Company has two classes of stock which consist of common stock and preferred stock. As of December
31, 2019, the Company has only issued common stock at a par value of $0.01.
Note 14. Income Taxes
Selected Information Related to Income Taxes. Significant components of (Loss) Income before income taxes are as follows (in
thousands):
U.S. ...........................................................................
Non-U.S. ...................................................................
(Loss) income before income taxes ..........................
$
$
2019
(476,925)
1,646
(475,279)
Year Ended December 31,
2018
$
$
56,114
815
56,929
$
$
2017
122,162
—
122,162
Current:
U.S. federal..........................................................
U.S. state and local..............................................
Non-U.S. .............................................................
Total current income tax expense .............................
Deferred:
U.S. federal..........................................................
U.S. state and local..............................................
Non-U.S. .............................................................
Total deferred income tax (benefit) expense ............
Income tax (benefit) expense....................................
$
$
2019
Year Ended December 31,
2018
2017
$
1,501
427
448
2,376
(27,692)
(4,636)
(3)
(32,331)
(29,955)
$
254
953
220
1,427
11,133
5,560
—
16,693
18,120
$
$
5,966
598
—
6,564
(110,361)
1,516
—
(108,845)
(102,281)
The income tax provision differed from amounts computed at the statutory federal income tax rate, as follows (in thousands, except
percentage):
Income tax provision at statutory rate ......................... $
Tax effect of pre-Separation earnings..........................
State income taxes, net of federal income tax
benefit .......................................................................
Book impairment and other permanent differences.....
Effect of change in apportionment factors (3).............
Write-off of permanent outside basis difference .........
Effect of U.S. federal tax rate change (4) ....................
Other, net .....................................................................
Income tax (benefit) expense....................................... $
Year Ended December 31,
2018
$
11,955
—
2,668
—
3,467
—
—
30
18,120
%
$
%
2017 (1) (2)
21.0 % $
—
4.7
—
6.1
—
—
—
31.8 % $
42,757
(16,210)
2,294
—
—
(50,687)
(80,298)
(137)
(102,281)
35.0 %
(13.3)
1.9
—
—
(41.5)
(65.7)
(0.1)
(83.7) %
2019
$
(99,808)
—
(5,374)
71,650
928
—
—
2,649
(29,955)
%
21.0 % $
—
1.1
(15.1)
(0.2)
—
—
(0.5)
6.3 % $
52
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
(1) On February 3, 2017, the Company entered into a Tax Matters Agreement with TEGNA, which governs the tax relationship between the
Company and TEGNA for the tax periods through the May 31, 2017 Separation of the Company from TEGNA. Under this agreement,
TEGNA is responsible for all payments of federal and state income tax due with respect to pre-closing tax liabilities. Accordingly, TEGNA
prepared all federal, state and local income tax returns for the pre-closing period. Pursuant to the Tax Matters Agreement, TEGNA agreed
to indemnify the Company for: (1) all pre-closing taxes, including any pre-closing taxes resulting from any audit, amendment, other change
or adjustment, (2) any taxes resulting from a breach by TEGNA of any covenant in the Tax Matters Agreement and (3) any stamp, sales
and use, gross receipts, value-added or other transfer taxes imposed on TEGNA on the Separation of the Company from TEGNA, any
refund of pre-closing taxes, or other taxes for which TEGNA is responsible are for the benefit of, and will be paid to, TEGNA. The
Company agreed to indemnify TEGNA for: (1) all post-closing taxes, (2) any taxes resulting from a breach by the Company of any
covenant in the Tax Matters Agreement, (3) any tax arising from the failure or breach of any representation or covenant made by the
Company which failure or breach results in the intended tax consequences of the Separation transaction not being achieved and (4) any
stamp, sales and use, gross receipts, value-added or other transfer tax imposed on the Company on the Separation of the Company from
TEGNA.
(2) The income tax benefit for the year ended December 31, 2017 is based upon seven months of Cars.com, LLC activity and twelve months of
DealerRater activity.
(3) This reflects changes in apportionment factors upon the finalization of the post-Spin 2017 state tax returns in the fourth quarter of 2018.
(4) On December 22, 2017, the U.S. government enacted comprehensive tax legislation, which made broad and complex changes to the U.S.
tax code, including, but not limited to, the following that impact the Company: (1) reducing the U.S. federal corporate income tax rate from
35% to 21%; (2) enhancing and extending the option to claim accelerated depreciation deductions by allowing full expensing of qualified
property through 2022; (3) limiting the deductibility of certain executive compensation; and (4) limiting certain other deductions. The
Company recorded net tax expense of $80.3 million in 2017 related to the revaluation of its net deferred tax liabilities, in accordance with
ASC 740.
The Company’s effective tax rate for the year ended December 31, 2019 differed from the federal statutory rate of 21%, primarily due
to the tax impact of the goodwill and intangible asset impairment and other permanent differences.
The Company’s effective tax rate for the year ended December 31, 2018 differed from the federal statutory rate of 21%, primarily due
to unfavorable changes in the apportionment factors upon the finalization of the post-Spin 2017 state tax returns in the fourth quarter
of 2018 and state income tax expenses.
The Company’s effective tax rate for the year ended December 31, 2017 differed from the federal statutory rate of 35%, primarily due
to the non-cash income tax benefits of $16 million, $51 million and $80 million related to pre-Separation earnings, of which the
payments were the responsibility of TEGNA, the write-off of the permanent outside basis difference resulting from the change in the
tax status of the Cars.com, LLC flow-through entity and the reduction in the corporate federal income tax rate, respectively.
Deferred Tax Assets and Liabilities. As part of the implementation of the post-Separation legal entity structure, the Company was
required to record deferred tax assets and liabilities for temporary differences between financial accounting and tax reporting.
Accordingly, in 2017, the Company recorded $246 million of net deferred tax liabilities associated with the outside basis difference in
the Cars.com, LLC flow-through entity, with the offset recorded in TEGNA’s investment net.
In October 2017, Cars.com, LLC prospectively changed its corporate structure to convert from being taxed as a partnership to being
taxed as a C corporation. As a result of the change in corporate structure, Cars.com, LLC was also required to change its reporting of
deferred tax assets and liabilities. During the period, the Company recorded a $51 million non-cash write-off of the permanent outside
basis difference resulting from this reporting change.
The Company has recorded deferred tax assets related to federal and state income tax net operating loss (“NOL”) carryforwards of
approximately $7.1 million and $1.5 million, respectively. The federal NOL, and the majority of the state NOLs, can be carried
forward indefinitely.
The Company also has recorded deferred tax assets related to federal and Illinois research and development (“R&D”) tax credit
carryforwards of $1.8 million and $0.8 million, respectively. The federal and state R&D tax credits may be carried forward 20 years
and 5 years, respectively.
The Company expects to fully utilize all NOL and tax credit carryforwards before the expiration of any carryforward period.
53
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
Significant components of the deferred tax assets and liabilities are as follows (in thousands):
Deferred income tax liabilities:
Depreciation ..................................................................
Intangibles .....................................................................
Lease obligations...........................................................
Other..............................................................................
Total deferred tax liabilities ..........................................
Deferred income tax assets:
Accrued compensation ..................................................
Right of use assets.........................................................
Unfavorable contracts liability......................................
NOL and tax credit carryforwards ................................
Other..............................................................................
Total deferred tax assets................................................
Less: Valuation allowance.......................................
Net deferred tax liability ...............................................
$
$
$
$
$
December 31,
2019
2018
(4,459)
(150,090)
(3,893)
(1,420)
(159,862)
5,742
3,793
—
11,152
6,179
26,866
—
(132,996)
$
$
$
$
$
(4,629)
(183,632)
—
(1,217)
(189,478)
4,098
—
4,739
—
2,725
11,562
—
(177,916)
Uncertain Tax Positions. Judgment is required in evaluating tax positions and determining the provision for income taxes. The
Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes
will be due. These reserves are established when the Company believes that certain positions might be challenged despite the
Company’s belief that the tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and
circumstances. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered
appropriate.
A summary of the Company’s uncertain tax positions is as follows (in thousands):
Year Ended December 31,
2019
2018
Balance as of January 1 .......................................................................................
Additions for tax positions of prior years............................................................
Income before income taxes................................................................................
$
$
595
906
1,501
$
$
—
595
595
At December 31, 2019 and 2018, there are $1.5 million and $0.6 million of unrecognized tax benefits that, if recognized, would affect
the annual tax rate.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the years
ended December 31, 2019, 2018 and 2017, amounts paid and amounts accrued for the payment of interest and penalties accrued was
immaterial.
The Company files a consolidated U.S. federal income tax return as well as income tax returns in various state and local jurisdictions.
The Company's tax returns are routinely audited by federal and state tax authorities and these tax audits are at various stages of
completion at any given time. Generally, the Company’s tax returns open to examination by a federal or state taxing authority are for
years beginning on or after December 31, 2016.
Note 15. Segment Information
Operating segments are components of an enterprise where separate financial information is available that is evaluated regularly by
the chief operating decision maker (the “CODM”), or decision-making group, in deciding how to allocate resources and in assessing
performance. The Company’s CODM is the CARS President and Chief Executive Officer. The CODM makes resource allocation
decisions to maximize the Company’s consolidated financial results.
For the year ended December 31, 2019, the Company had one operating and reportable segment that generates revenue through two
sales channels (Retail and Wholesale) which are presented on the Consolidated and Combined Statements of (Loss) Income. As of
54
Cars.com Inc.
Notes to Consolidated and Combined Financial Statements (Continued)
October 2019, the Company now has a direct relationship with all dealer customers and recognizes revenue associated with converted
dealers as Retail revenue, rather than Wholesale revenue. For the years ended December 31, 2019, 2018 and 2017, the Company did
not have any one customer that generated greater than 10% of total revenue. Substantially all revenue and long-lived assets were
generated and located within the U.S.
Note 16. Related Party
The Company was party to a commercial agreement with TEGNA, who was considered a related party through the Separation date of
May 31, 2017. Related party revenue earned from this agreement was zero for the years ended December 31, 2019 and 2018 and $3.4
million for the year ended December 31, 2017. The commercial agreement with TEGNA is effective until June 29, 2020.
Prior to the Separation, TEGNA utilized a centralized approach to cash management and the financing of its operations, providing
funds to its subsidiaries as needed. These transactions were recorded in “TEGNA’s investment, net” when advanced. Accordingly,
none of TEGNA’s cash and cash equivalents were assigned to the Company in TEGNA’s financial statements. Cash and cash
equivalents in the Company’s Consolidated Balance Sheets represent cash held directly by the Company.
Equity in the Consolidated Balance Sheets represents the accumulated balance of transactions between the Company and TEGNA, the
Company’s paid-in-capital and TEGNA’s interest in the Company’s accumulated deficit, and are presented within “TEGNA’s
investment, net.” The amounts comprising the accumulated balance of transactions between the Company and TEGNA and TEGNA
affiliates include (1) the cumulative net assets attributed to the Company by TEGNA and TEGNA affiliates; (2) the cumulative net
advances to TEGNA representing the Company’s cumulative funds swept (net of funding provided by TEGNA and TEGNA affiliates
to the Company) as part of the centralized cash management program; and (3) certain post-Separation transactions.
Note 17. Selected Quarterly Financial Data (Unaudited)
(In thousands, except per share amounts)
March 31
June 30
September 30
December 31
Quarter Ended
2019
Revenue............................................ $
Cost of revenue and operations........
Operating (loss) income...................
Net loss.............................................
Loss per share, basic ........................
Loss per share, diluted .....................
2018
Revenue............................................ $
Cost of revenue and operations........
Operating income.............................
Net income .......................................
Earnings per share, basic..................
Earnings per share, diluted...............
154,198 $
25,579
(4,054)
(9,031)
(0.13)
(0.13)
159,957 $
17,985
7,166
929
0.01
0.01
148,207 $
24,319
1,004
(6,026)
(0.09)
(0.09)
168,512 $
22,500
24,557
12,726
0.18
0.18
152,090 $
25,089
(447,716)
(426,157)
(6.38)
(6.38)
169,312 $
23,808
28,331
15,797
0.23
0.23
152,187
24,562
4,706
(4,110)
(0.06)
(0.06)
164,346
26,140
23,870
9,357
0.14
0.14
55
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Management’s Evaluation of 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 defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report. Based upon that 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 by the rules and forms of the Exchange Act, 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 provide only 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.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control system is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation and fair presentation of published financial statements.
In evaluating the effectiveness of our internal control over financial reporting as of December 31, 2019, management used the
framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated
Framework (2013). Based on such evaluation, management concluded that our internal control over financial reporting was effective
as of December 31, 2019. Management reviewed the results of its assessment with the Audit Committee of our Board of Directors.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or procedures may deteriorate. Ernst & Young LLP, our independent
registered public accounting firm, issued an attestation report on the effectiveness of our internal control over financial reporting as of
December 31, 2019 included herein.
Changes in Internal Control over Financial Reporting
During the period covered by this report, 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).
56
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Cars.com Inc.
Opinion on Internal Control over Financial Reporting
We have audited Cars.com Inc.’s internal control over financial reporting as of December 31, 2019, based on criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (the COSO criteria). In our opinion, Cars.com Inc. (the Company) maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Consolidated Balance Sheets of Cars.com Inc. as of December 31, 2019 and 2018, the related Consolidated and
Combined Statements of (Loss) Income, Comprehensive (Loss) Income, Stockholders’ Equity and Cash Flows for each of the three
years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the index at Item 15(a)
(2) and our report dated February 26, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorization of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
February 26, 2020
57
Item 9B. Other Information.
On February 11, 2020, the Board of Directors established that the Company’s 2020 Annual Meeting of Stockholders (the “2020
Annual Meeting”) will be held on Thursday, May 14, 2020 at 9:00 a.m., Central Time. The record date for the determination of
stockholders of the Company entitled to receive notice of and to vote at the 2020 Annual Meeting is the close of business on Monday,
March 16, 2020. The Company announced the date of the 2020 Annual Meeting, the record date for the 2020 Annual Meeting date
and following information regarding stockholder nominations and proposals on a Current Report on Form 8-K, dated February 11,
2020, filed with the SEC.
To be considered for inclusion in this year’s proxy materials for the 2020 Annual Meeting, stockholder proposals must have been
submitted in writing by February 21, 2020. In addition to complying with this deadline, stockholder proposals intended to be
considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must also comply with the Bylaws and all
applicable rules and regulations promulgated by the SEC under the Exchange Act. Additionally, any stockholder who intended to
submit a proposal regarding a director nomination or who intended to submit a proposal regarding any other matter of business at the
2020 Annual Meeting to be included in the Company’s proxy materials for the 2020 Annual Meeting must have also ensured that
notice of any such nomination or proposal (including any additional information specified in the Bylaws) was received by the
Corporate Secretary at the Company’s principal executive offices on or before the close of business on February 21, 2020. The
February 21, 2020 deadline also applies in determining whether notice of a stockholder proposal is timely for purposes of exercising
discretionary voting authority with respect to proxies under Rule 14a-4(c)(1) of the Exchange Act.
58
PART III
Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item will be included in the
Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 11. Executive Compensation. The information required by this item will be included in the Company’s definitive proxy
statement for the 2020 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The
information required by this item will be included in the Company’s definitive proxy statement for the 2020 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will
be included in the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders and is incorporated herein by
reference.
Item 14. Principal Accounting Fees and Services. The information required by this item will be included in the Company’s
definitive proxy statement for the 2020 Annual Meeting of Stockholders and is incorporated herein by reference.
59
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) (1) Financial Statements. The financial statements required by this item are listed in Part II, Item 8., “Financial Statements and
Supplementary Data” herein.
(2) Financial Statement Schedules. The financial statement schedule required by this item is listed below and included in this
report after the signature page hereto.
Schedule II-Valuation and Qualifying Accounts for the years ended December 31, 2019, 2018 and 2017.
All other schedules are omitted because they are not applicable, not required or the required information is shown in the
Consolidated and Combined Financial Statements or notes thereto.
(b)
Exhibits. The exhibits required by this item are listed in the Exhibit Index which immediately precedes the exhibits filed with
this Form 10-K and is incorporated herein by this reference.
60
Exhibit
Number
2.1**
3.1**
3.2**
EXHIBIT INDEX
Exhibit Description
Separation and Distribution Agreement by and between TEGNA Inc. and Cars.com Inc. (incorporated by reference to
Exhibit 2.1 to Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No. 001-37869).
Amended and Restated Certificate of Incorporation of Cars.com Inc. (incorporated by reference to Exhibit 3.1 to
Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No. 001-37869).
Amended and Restated By-Laws of Cars.com Inc. (incorporated by reference to Exhibit 3.2 of Form 8-K filed on
October 23, 2018, File No. 001-37869).
4.1*
Description of Securities
10.1**
10.2**
10.3**
10.4**
10.5**
10.6**^
10.7**^
10.8**^
10.9**^
Transition Services Agreement by and between TEGNA Inc. and Cars.com Inc. (incorporated by reference to Exhibit
10.1 to Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No. 001-37869).
Tax Matters Agreement by and between TEGNA Inc. and Cars.com Inc. (incorporated by reference to Exhibit 10.2 to
Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No. 001-37869).
Employee Matters Agreement by and between TEGNA Inc. and Cars.com Inc. (incorporated by reference to Exhibit
10.3 to Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No. 001-37869).
Credit Agreement dated as of May 31, 2017 among Cars.com Inc., as Borrower, each lender from time to time party
thereto, the other parties party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by
reference to Exhibit 10.7 to Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No. 001-37869).
First Amendment to Credit Agreement dated as of October 4, 2019 among Cars.com Inc., the Subsidiary Guarantors
party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to
Cars.com Inc.’s Form 8-K filed on October 7, 2019, File No. 001-37869)
Cars.com Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 of Cars.com Inc.’s Form
8-K filed on June 5, 2017, File No. 001-37869).
Cars.com Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 to Cars.com Inc.’s Form 8-K
filed on June 5, 2017, File No. 001-37869).
Cars.com, LLC Long Term Incentive Plan (incorporated by reference to Exhibit 10.12 of Amendment No. 4 to
Cars.com Inc.’s Registration Statement on Form 10 filed on April 27, 2017, File No. 001-37869).
Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to Cars.com Inc.’s Form 8-K filed on June
5, 2017, File No. 001-37869).
10.10**^
Cars.com Inc. Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.2 to Cars.com Inc.’s
Quarterly Report on Form 10-Q filed May 10, 2019, File No. 001-37869).
10.11**^
Cars.com Inc. Executive Severance Plan (incorporated herein by reference to Exhibit 10.1 to Cars.com Inc.’s
Quarterly Report on Form 10-Q filed May 10, 2019, File No. 001-37869).
10.12**^
10.13**^
10.14**^
Restricted Stock Unit Award Agreement, effective as of January 1, 2017, between TEGNA Inc. and Alex Vetter
(incorporated by reference to Exhibit 10.6 of Amendment No. 4 to Cars.com Inc.’s Registration Statement on Form 10
filed on April 27, 2017, File No. 001-37869).
Form of Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.3 to
Cars.com Inc.’s Quarterly Report on Form 10-Q filed on June 20, 2017, File No. 001-37869).
Form of Employee Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.4 to
Cars.com Inc.’s Quarterly Report on Form 10-Q filed June 20, 2017, File No. 001-37869).
61
Exhibit
Number
10.15**^
10.16**^
10.17**^
10.18**^
10.19**^
10.20**^
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
Exhibit Description
Form of 2018 Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.17 to
Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No. 001-37869).
Form of Performance Based Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit
10.18 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No. 001-37869)
Letter Agreement, dated as of November 2, 2016, between Cars.com, LLC and Alex Vetter (incorporated by reference
to Exhibit 10.14 of Amendment No. 4 to Cars.com Inc.’s Registration Statement on Form 10 filed on April 27, 2017,
File No. 001-37869).
Letter Agreement, dated as of September 23, 2016, between Cars.com, LLC and Jim Rogers (incorporated by
reference to Exhibit 10.17 of Amendment No. 4 to Cars.com Inc.’s Registration Statement on Form 10 filed on
April 27, 2017, File No. 001-37869).
Separation Agreement between Cars.com, LLC and John Clavadetscher dated September 13, 2018 (incorporated
herein by reference to Exhibit 10.26 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File
No. 001-37869).
Letter Agreement, dated as of July 9, 2018, between Cars.com, LLC and Doug Miller (incorporated herein by
reference to Exhibit 10.27 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No. 001-
37869).
Subsidiaries of Cars.com Inc.
Consent of Independent Registered Public Accounting Firm
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
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
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL
tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed herewith.
*
** Previously filed.
^ Management contract or compensatory plan or arrangement.
62
Item 16. Form 10-K Summary. None.
63
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 26, 2020
Date: February 26, 2020
Cars.com Inc.
By:
By:
/s/ T. Alex Vetter
T. Alex Vetter
President and Chief Executive Officer
/s/ Jeanette Tomy
Jeanette Tomy
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following
persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature
Title
Date
/s/ T. Alex Vetter
T. Alex Vetter
/s/ Jeanette Tomy
Jeanette Tomy
/s/ Scott Forbes
Scott Forbes
/s/ Jerri DeVard
Jerri DeVard
/s/ Jill Greenthal
Jill Greenthal
/s/ Thomas Hale
Thomas Hale
/s/ Michael Kelly
Michael Kelly
/s/ Donald A. McGovern, Jr.
Donald A. McGovern, Jr.
/s/ Greg Revelle
Greg Revelle
/s/ Bala Subramanian
Bala Subramanian
/s/ Bryan Wiener
Bryan Wiener
President and Chief Executive Officer
(Principal Executive Officer)
February 26, 2020
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
February 26, 2020
February 26, 2020
February 26, 2020
February 26, 2020
February 26, 2020
February 26, 2020
February 26, 2020
February 26, 2020
February 26, 2020
February 26, 2020
Chairman of the Board
Director
Director
Director
Director
Director
Director
Director
Director
64
Schedule II
Valuation and Qualifying Accounts
For the Years Ended December 31, 2019, 2018 and 2017
(In thousands)
Allowance for doubtful accounts:
Description
Balance at
Beginning
of Period
Additions
Charged to
Costs and
Expenses
Write-offs
Recoveries
Balance at
End of
Period
2019 .......................................................... $
2018 ..........................................................
2017 ..........................................................
4,441 $
2,616
3,527
4,897 $
4,391
2,452
(4,638) $
(3,383)
(4,037)
345 $
817
674
5,045
4,441
2,616
65
BOARD OF DIRECTORS
Scott Forbes
Chairman
Alex Vetter
Director, Chief
Executive
Officer &
President
Jerri DeVard
Director
Jill Greenthal
Director
Thomas Hale
Director
Michael Kelly
Director
Donald A. McGovern, Jr.
Director
Greg Revelle
Director
Bala Subramanian
Director
Bryan Wiener
Director
EXECUTIVE TEAM
Alex Vetter
Director, Chief
Executive
Officer &
President
Jandy Tomy
Interim Chief
Financial
Officer
Joe Chura
Co-founder &
Chief Executive
Officer,
Dealer Inspire
Fred Lee
Chief Technology
Officer
Doug Miller
Chief Revenue
Officer
Jim Rogers
Chief Legal
Officer
Dean Evans
Executive Vice
President, FUEL
Brooke
Skinner Ricketts
Chief Experience
Officer
D.V. Williams
Chief People
Officer
STOCK EXCHANGE
Cars.com’s stock is listed on the New York Stock Exchange under the ticker symbol CARS.
Transfer Agent
Corporate Headquarters
Investor Relations
Annual Meeting
EQ Shareowner Services
1110 Centre Pointe Curve,
Suite 101
Mendota Heights MN 55120
Cars.com
300 S. Riverside Plaza,
Suite 1000
Chicago, Illinois 60606
www.shareowneronline.com
Shareholder Services:
800-468-9716
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Cars.com Inc.’s Form 10-K,
Form 10-Q, proxy statement and
other filings with the Securities
and Exchange Commission, as
well as press releases and other
investor information, are available
free of charge on our website at
investor.cars.com. Requests for
information may also be made to
the VP of Investor Relations at the
company’s headquarters or at
ir@cars.com.
The 2020 Annual Meeting
of Stockholders of Cars.com Inc.
will take place at 9:00 a.m.,
Central Time, on May 14, 2020
at the offices of Latham & Watkins
LLP, 330 N. Wabash Avenue,
Suite 2800, Chicago, Illinois 60611.
300 South Riverside Plaza, Suite 1000
Chicago, Illinois 60606
©2020 Cars.com, LLC™. All rights reserved.