UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-37869

Cars.com Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	81-3693660
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

300 S. Riverside Plaza, Suite 1000

Chicago, Illinois 60606

(Address of principal executive offices)

(312) 601-5000

Registrant’s telephone number, including area code


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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	CARS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July 29,~~October 28, 2021, the registrant had ~~68,964,591~~69,102,003 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements (unaudited):	2
	Consolidated Balance Sheets	2
	Consolidated Statements of Income (Loss)	3
	Consolidated Statements of Comprehensive Income (Loss)	4
	Consolidated Statements of Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2423
Item 4.	Controls and Procedures	2423
PART II.	OTHER INFORMATION	2524
Item 1.	Legal Proceedings	2524
Item 1A.	Risk Factors	2524
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2524
Item 3.	Defaults Upon Senior Securities	2524
Item 4.	Mine Safety Disclosures	2524
Item 5.	Other Information	2524
Item 6.	Exhibits	2625
Signatures		2726

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited).

Cars.com Inc.

Consolidated Balance Sheets

(In thousands, except per share data)


	June 30, 2021			December 31, 2020			September 30, 2021			December 31, 2020
	(unaudited)						(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	52,185		$	67,719		$	51,507		$	67,719
Accounts receivable, net		100,491			93,649			99,233			93,649
Prepaid expenses		8,303			6,491			9,961			6,491
Other current assets		1,298			10,222			1,009			10,222
Total current assets		162,277			178,081			161,710			178,081
Property and equipment, net		46,450			41,323			46,194			41,323
Intangible assets, net		792,168			835,166			770,829			835,166
Investments and other assets, net		19,989			21,142			19,394			21,142
Total assets	$	1,020,884		$	1,075,712		$	998,127		$	1,075,712
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	25,394		$	16,512		$	15,738		$	16,512
Accrued compensation		13,926			18,319			17,952			18,319
Current portion of long-term debt		7,727			7,756			7,687			7,756
Other accrued liabilities		48,925			47,781			55,010			47,781
Total current liabilities		95,972			90,368			96,387			90,368
Noncurrent liabilities:
Long-term debt		502,357			576,143			470,520			576,143
Deferred tax liability		30,792			30,800			30,792			30,800
Other noncurrent liabilities		34,321			38,225			33,868			38,225
Total noncurrent liabilities		567,470			645,168			535,180			645,168
Total liabilities		663,442			735,536			631,567			735,536
Commitments and contingencies
Stockholders' equity:
Preferred Stock at par, $0.01 par value; 5,000 shares authorized; 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		0			0
Common Stock at par, $0.01 par value; 300,000 shares authorized; 68,964 and 67,387 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		690			674
Preferred Stock at par, $0.01 par value; 5,000 shares authorized; 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively								0			0
Common Stock at par, $0.01 par value; 300,000 shares authorized; 69,025 and 67,387 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively								690			674
Additional paid-in capital		1,534,098			1,530,493			1,539,583			1,530,493
Accumulated deficit		(1,172,943	)		(1,184,187	)		(1,170,512	)		(1,184,187	)
Accumulated other comprehensive loss		(4,403	)		(6,804	)		(3,201	)		(6,804	)
Total stockholders' equity		357,442			340,176			366,560			340,176
Total liabilities and stockholders' equity	$	1,020,884		$	1,075,712		$	998,127		$	1,075,712

The accompanying notes are an integral part of the Consolidated Financial Statements.

Cars.com Inc.

Consolidated Statements of Income (Loss)

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020			2021			2020			2021			2020
Revenue:
Dealer	$	136,866		$	83,242		$	269,824		$	208,603		$	139,321		$	123,955		$	409,145		$	332,558
OEM and National		16,329			16,021			34,398			35,414			15,273			17,753			49,671			53,167
Other		2,335			2,746			4,603			6,086			1,959			2,684			6,562			8,770
Total revenue		155,530			102,009			308,825			250,103			156,553			144,392			465,378			394,495
Operating expenses:
Cost of revenue and operations		28,219			22,912			56,050			48,942			28,928			25,434			84,978			74,376
Product and technology		19,434			12,031			36,194			26,904			20,132			15,455			56,326			42,359
Marketing and sales		51,309			32,036			104,520			86,958			51,948			45,776			156,468			132,734
General and administrative		15,615			16,460			28,881			30,577			17,919			13,289			46,800			43,866
Affiliate revenue share		0			4,601			0			10,970			0			0			0			10,970
Depreciation and amortization		25,298			31,193			50,978			62,154			25,552			25,375			76,530			87,529
Goodwill and intangible asset impairment		0			0			0			905,885			0			0			0			905,885
Total operating expenses		139,875			119,233			276,623			1,172,390			144,479			125,329			421,102			1,297,719
Operating income (loss)		15,655			(17,224	)		32,202			(922,287	)		12,074			19,063			44,276			(903,224	)
Nonoperating expense:
Interest expense, net		(9,839	)		(7,924	)		(19,840	)		(15,450	)		(9,522	)		(10,779	)		(29,362	)		(26,229	)
Other (expense) income, net		(39	)		557			(1	)		(8,944	)
Other income (expense), net														19			1,957			18			(6,987	)
Total nonoperating expense, net		(9,878	)		(7,367	)		(19,841	)		(24,394	)		(9,503	)		(8,822	)		(29,344	)		(33,216	)
Income (loss) before income taxes		5,777			(24,591	)		12,361			(946,681	)		2,571			10,241			14,932			(936,440	)
Income tax (benefit) expense		(189	)		53			1,117			(134,603	)
Income tax expense (benefit)														140			22,502			1,257			(112,101	)
Net income (loss)	$	5,966		$	(24,644	)	$	11,244		$	(812,078	)	$	2,431		$	(12,261	)	$	13,675		$	(824,339	)
Weighted-average common shares outstanding:
Basic		68,869			67,256			68,328			67,095			69,067			67,295			68,576			67,163
Diluted		70,694			67,256			70,790			67,095			70,945			67,295			71,065			67,163
Earnings (loss) per share:
Basic	$	0.09		$	(0.37	)	$	0.16		$	(12.10	)	$	0.04		$	(0.18	)	$	0.20		$	(12.27	)
Diluted		0.08			(0.37	)		0.16			(12.10	)		0.03			(0.18	)		0.19			(12.27	)

The accompanying notes are an integral part of the Consolidated Financial Statements.

Cars.com Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended September 30,		Nine Months Ended September 30,
	2021		2020			2021		2020			2021	2020		2021	2020
Net income (loss)	$	5,966	$	(24,644	)	$	11,244	$	(812,078	)	$2,431	$(12,261)		$13,675	$(824,339)
Other comprehensive income (loss), net of tax:
Interest rate swap		0		(345	)		0		6,466		0	690		0	(6,466)
Reclassification of amortization of accumulated other comprehensive loss on interest rate swap into Net income (loss)		1,201		(300	)		2,401		(300	)	1,202	2,401		3,603	2,101
Total other comprehensive income (loss)		1,201		(645	)		2,401		6,166		1,202	3,091		3,603	(4,365)
Comprehensive income (loss)	$	7,167	$	(25,289	)	$	13,645	$	(805,912	)	$3,633	$(9,170)		$17,278	$(828,704)

The accompanying notes are an integral part of the Consolidated Financial Statements.

Cars.com Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

(Unaudited)


	Preferred Stock				Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Stockholders'			Preferred Stock				Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Equity			Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Equity
Balance at December 31, 2020		0	$	0		67,387	$	674	$	1,530,493		$	(1,184,187	)	$	(6,804	)	$	340,176			0	$	0		67,387	$	674	$	1,530,493		$	(1,184,187	)	$	(6,804	)	$	340,176
Net income		—		—		—		—		—			5,278			—			5,278			—		—		—		—		—			5,278			—			5,278
Other comprehensive income, net of tax		—		—		—		—		—			—			1,200			1,200			—		—		—		—		—			—			1,200			1,200
Shares issued in connection with stock-based compensation plans, net		—		—		1,144		11		(5,641	)		—			—			(5,630	)		—		—		1,144		11		(5,641	)		—			—			(5,630	)
Stock-based compensation		—		—		—		—		4,978			—			—			4,978			—		—		—		—		4,978			—			—			4,978
Balance at March 31, 2021		0	$	0		68,531	$	685	$	1,529,830		$	(1,178,909	)	$	(5,604	)	$	346,002			0		0		68,531		685		1,529,830			(1,178,909	)		(5,604	)		346,002
Net income		—		—		—		—		—			5,966			—			5,966			—		—		—		—		—			5,966			—			5,966
Other comprehensive income, net of tax		—		—		—		—		—			—			1,201			1,201			—		—		—		—		—			—			1,201			1,201
Shares issued in connection with stock-based compensation plans, net		—		—		433		5		(1,424	)		—			—			(1,419	)		—		—		433		5		(1,424	)		—			—			(1,419	)
Stock-based compensation		—		—		—		—		5,692			—			—			5,692			—		—		—		—		5,692			—			—			5,692
Balance at June 30, 2021		0	$	0		68,964	$	690	$	1,534,098		$	(1,172,943	)	$	(4,403	)	$	357,442			0		0		68,964		690		1,534,098			(1,172,943	)		(4,403	)		357,442
Net income																						—		—		—		—		—			2,431			—			2,431
Other comprehensive income, net of tax																						—		—		—		—		—			—			1,202			1,202
Shares issued in connection with stock-based compensation plans, net																						—		—		61		0		(1	)		—			—			(1	)
Stock-based compensation																						—		—		—		—		5,486			—			—			5,486
Balance at September 30, 2021																						0	$	0		69,025	$	690	$	1,539,583		$	(1,170,512	)	$	(3,201	)	$	366,560


	Preferred Stock				Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Stockholders'			Preferred Stock				Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Equity			Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Equity
Balance at December 31, 2019		0	$	0		66,764	$	668	$	1,515,109		$	(367,067	)	$	(7,642	)	$	1,141,068			0	$	0		66,764	$	668	$	1,515,109		$	(367,067	)	$	(7,642	)	$	1,141,068
Net loss		—		—		—		—		—			(787,434	)		—			(787,434	)		—		—		—		—		—			(787,434	)		—			(787,434	)
Other comprehensive loss, net of tax		—		—		—		—		—			—			(6,811	)		(6,811	)		—		—		—		—		—			—			(6,811	)		(6,811	)
Shares issued in connection with stock-based compensation plans, net		—		—		197		2		(906	)		—			—			(904	)		—		—		197		2		(906	)		—			—			(904	)
Stock-based compensation		—		—		—		—		1,971			—			—			1,971			—		—		—		—		1,971			—			—			1,971
Balance at March 31, 2020		0	$	0		66,961	$	670	$	1,516,174		$	(1,154,501	)	$	(14,453	)	$	347,890			0		0		66,961		670		1,516,174			(1,154,501	)		(14,453	)		347,890
Net loss		—		—		—		—		—			(24,644	)		—			(24,644	)		—		—		—		—		—			(24,644	)		—			(24,644	)
Other comprehensive income, net of tax		—		—		—		—		—			—			645			645			—		—		—		—		—			—			645			645
Shares issued in connection with stock-based compensation plans, net		—		—		239		2		593			0			0			595			—		—		239		2		593			—			—			595
Stock-based compensation		—		—		—		—		4,295			0			0			4,295			—		—		—		—		4,295			—			—			4,295
Balance at June 30, 2020		0	$	0		67,200	$	672	$	1,521,062		$	(1,179,145	)	$	(13,808	)	$	328,781			0		0		67,200		672		1,521,062			(1,179,145	)		(13,808	)		328,781
Net loss																						—		—		—		—		—			(12,261	)		—			(12,261	)
Other comprehensive income, net of tax																						—		—		—		—		—			—			1,801			1,801
Shares issued in connection with stock-based compensation plans, net																						—		—		6		0		(20	)		—			—			(20	)
Stock-based compensation																						—		—		—		—		4,072			—			—			4,072
Balance at September 30, 2020																						0	$	0		67,206	$	672	$	1,525,114		$	(1,191,406	)	$	(12,007	)	$	322,373

The accompanying notes are an integral part of the Consolidated Financial Statements.

Cars.com Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Cash flows from operating activities:
Net income (loss)	$	11,244		$	(812,078	)	$	13,675		$	(824,339	)
Adjustments to reconcile Net income (loss) to Net cash provided by operating activities:
Depreciation		7,980			11,599			12,193			15,085
Amortization of intangible assets		42,998			50,555			64,337			72,444
Goodwill and intangible asset impairment		0			905,885			0			905,885
Impairment of non-marketable security		0			9,447			0			9,447
Unrealized gain on interest rate swap		0			(558	)		0			(2,482	)
Amortization of accumulated other comprehensive loss on interest rate swap		2,835			300			4,252			2,101
Stock-based compensation		10,670			6,266			16,156			10,338
Deferred income taxes		(442	)		(133,064	)		(659	)		(102,199	)
Provision for doubtful accounts		211			2,846			350			3,854
Amortization of debt issuance costs		1,657			1,377			2,513			2,420
Other, net		(44	)		142			722			121
Changes in operating assets and liabilities:
Accounts receivable		(7,053	)		24,363			(5,933	)		8,814
Prepaid expenses		(1,812	)		(540	)		(3,470	)		(4,089	)
Other current assets		8,951			(2,368	)		9,240			(9,968	)
Other assets		690			589			1,141			819
Accounts payable		8,888			1,973			(796	)		7,465
Accrued compensation		(4,393	)		(5,942	)		(367	)		211
Other accrued liabilities		1,143			(933	)		7,229			4,349
Other noncurrent liabilities		(3,904	)		(2,230	)		(4,357	)		(3,410	)
Net cash provided by operating activities		79,619			57,629			116,226			96,866
Cash flows from investing activities:
Purchase of property and equipment		(13,095	)		(8,725	)		(17,879	)		(12,603	)
Net cash used in investing activities		(13,095	)		(8,725	)		(17,879	)		(12,603	)
Cash flows from financing activities:
Proceeds from revolving loan borrowings		0			165,000			0			165,000
Payments of long-term debt		(75,000	)		(166,875	)		(107,500	)		(215,312	)
Stock-based compensation plans, net		(7,049	)		(309	)		(7,050	)		(329	)
Payments of debt issuance costs and other fees		(9	)		(3,324	)		(9	)		(3,402	)
Net cash used in financing activities		(82,058	)		(5,508	)		(114,559	)		(54,043	)
Net (decrease) increase in cash and cash equivalents		(15,534	)		43,396			(16,212	)		30,220
Cash and cash equivalents at beginning of period		67,719			13,549			67,719			13,549
Cash and cash equivalents at end of period	$	52,185		$	56,945		$	51,507		$	43,769
Supplemental cash flow information:
Cash (received) paid for income taxes	$	(8,875	)	$	318		$	(8,392	)	$	478
Cash paid for interest and interest rate swap		19,634			13,889			22,687			21,512

The accompanying notes are an integral part of the Consolidated Financial Statements.

Cars.com Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 1. Description of Business ~~Company History~~ and Summary of Significant Accounting Policies

Description of Business. Cars.com Inc. (the “Company” or “CARS”) is a leading automotive marketplace platform that provides a robust set of industry specific digital ~~marketplace and solutions provider for the automotive industry, connecting car shoppers with sellers.~~solutions. Through the marketplace, dealer websites and other digital products, the Company showcases dealer inventory, elevates and amplifies dealers’ and automotive manufacturers’ (“OEMs”) brands, connects sellers with the Company’s ready-to-buy audience and empowers shoppers with the resources and information needed to make confident car buying decisions. The Company’s digital solutions strategy builds on the rich data and audience of its digital marketplace to offer media and solutions that drive growth and efficiency for the automotive industry. The Company’s portfolio of brands includes Cars.com, Dealer Inspire, FUEL, DealerRater, Auto.com, PickupTrucks.com and NewCars.com.

Basis of Presentation. These accompanying unaudited interim Consolidated Financial Statements (“Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2020, which are included in the Company's Annual Report on Form 10-K dated February 25, 2021 (the “December 31, 2020 Financial Statements”).

The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2020 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021.

Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s 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. In addition, effective January 1, 2021, the Company renamed its revenue categories as follows: "Direct" revenue is now "Dealer" revenue and "National advertising" revenue is now "OEM and National" revenue. This naming convention change has no impact on the components or the historical amounts of the respective revenue categories. Dealer revenue consists of marketplace and digital solutions sold to dealer customers. OEM and National revenue consists of display advertising and other solutions sold to OEMs, advertising agencies, automotive dealer associations and auto adjacent businesses.

Principles of Consolidation. The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

NOTE 2. Revenue

Revenue Summary. In the table below (in thousands), revenue is disaggregated by major products and services. The Company only has 1 reportable segment; therefore, further disaggregation is not applicable at this time.


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
Major products and services	2021		2020		2021		2020		2021		2020		2021		2020
Subscription advertising and digital solutions	$	128,733	$	79,449	$	254,179	$	196,712	$	131,293	$	116,933	$	385,472	$	313,645
Display advertising		21,322		16,558		43,279		39,917		20,766		20,643		64,045		60,560
Pay per lead		3,280		4,769		7,040		10,512		2,739		4,310		9,779		14,822
Other		2,195		1,233		4,327		2,962		1,755		2,506		6,082		5,468
Total revenue	$	155,530	$	102,009	$	308,825	$	250,103	$	156,553	$	144,392	$	465,378	$	394,495

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

NOTE 3. Goodwill and Indefinite-lived Intangible Asset

In March 2020, the Company determined there was a triggering event, caused by the economic impacts of the novel coronavirus disease 2019 pandemic and related restrictions (“COVID-19”). The Company performed interim quantitative impairment tests as of March 31, 2020. The results of the goodwill and indefinite-lived intangible asset impairment tests indicated at the time, due to the projected impacts of COVID-19, that the carrying values exceeded the estimated fair values and thus, the Company recorded an impairment of $505.9 million and $400.0 million related to its goodwill and indefinite-lived intangible asset, respectively.

NOTE 4. Debt

As of ~~June~~September 30, 2021, the Company was in compliance with the covenants under its debt agreements.

Term Loan. As of ~~June~~September 30, 2021, the outstanding principal amount under the Term Loan was $~~122.5~~90.0 million and the interest rate in effect was 2.5%, not including the impact of the interest rate swap. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company made $~~75.0~~107.5 million in Term Loan payments, of which $~~70.0~~100.0 million were ~~voluntary.~~voluntary prepayments.

Revolving Loan. As of ~~June~~September 30, 2021, $230.0 million was available to borrow under the Revolving Loan. The Company had ~~zero~~0 drawdowns on the Revolving Loan during the ~~six~~nine months ended ~~June~~September 30, 2021.

Senior Unsecured Notes. In October 2020, the Company issued $400.0 million aggregate principal amount of 6.375% senior unsecured notes due 2028. Interest on the notes is due semi-annually on May 1 and November 1.

Fair Value. The Company's debt is classified as Level 2 in the fair value hierarchy and the fair value is measured based on comparable trading prices, ratings, sectors, coupons and maturities of similar instruments. As of ~~June~~September 30, 2021, the fair value of the outstanding indebtedness was approximately $~~546.9~~510.1 million, compared to the carrying value of $~~522.5~~490.0 million. As of December 31, 2020, the fair value approximated the carrying value.

NOTE 5. Interest Rate Swap

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 initial 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 Company’s Credit Agreement, on a notional amount of $300 ~~million.~~million until May 31, 2022. The Swap was initially designated as a cash flow hedge of interest rate risk.

During the second quarter of 2020, the Company entered into the second amendment to the Credit Agreement, which triggered a quantitative hedge effectiveness test that resulted in the loss of hedge accounting. As a result, as of the date of the second amendment, the unrealized loss included within Accumulated other comprehensive loss was frozen and is now being ratably reclassified into Net income (loss) over the remaining life of the Swap through Interest expense, net and Income tax expense (benefit) ~~expense~~ within the Consolidated Statements of Income (Loss). Subsequent to the second amendment, any changes in the fair value of the Swap are recorded within Other income (expense) ~~income,~~, net on the Consolidated Statements of Income (Loss).

During the fourth quarter of 2020, the Company entered into the third amendment to the Credit Agreement, which triggered a partial debt extinguishment, including a partial extinguishment of the underlying Term Loan. Due to the reduction in the Term Loan as compared to the notional amount of the Swap, the Company wrote-off a proportional amount of the frozen Accumulated other comprehensive loss balance as of the date of the partial extinguishment proportional to the reduction in the underlying notional amount of Term Loan. The Company will continue to amortize the remaining Accumulated other comprehensive loss to Interest expense, net and Income tax expense (benefit) ~~expense~~ within the Consolidated Statements of Income (Loss) through the remainder of the term of the Swap. Any changes in the fair value of the Swap will continue to be recorded within Other income (expense) ~~income,~~, net on the Consolidated Statements of Income (Loss).

As of ~~June~~September 30, 2021, the fair value of the Swap was an unrealized loss of $~~7.9~~5.8 million, which is recorded in Other accrued liabilities on the Consolidated Balance Sheets. As of December 31, 2020, the fair value of the Swap was an unrealized loss of $12.1 million, of which $8.5 million and $3.6 million iswas recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, $~~2.8~~4.3 million and $~~0.3~~2.5 million was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net, respectively. During the ~~six~~nine months ~~ended June 30, 2021, the Company~~

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

ended September 30, 2021, the Company made payments of $~~4.3~~6.4 million related to the Swap and $~~0.4~~0.7 million was reclassified as a tax benefit from Accumulated other comprehensive loss into Income tax expense (benefit) ~~expense~~ on the Consolidated Statements of Income (Loss).

NOTE 6. 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 7. Stock-Based Compensation

Restricted Stock Units (“RSUs”) and Restricted Stock. RSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. RSUs are subject to graded vesting, generally ranging between one and four years and the fair value of the RSUs is equal to the Company's common stock price on the date of grant. Restricted Stock represents RSUs that have been delivered to certain non-employee directors who have elected to receive shares underlying RSUs before they vest. Restricted Stock is subject to graded vesting over one year and the fair value of the Restricted Stock is equal to the Company’s common stock price on the date of grant. RSU and Restricted Stock activity for the ~~six~~nine months ended ~~June~~September 30, 2021 is as follows (in thousands, except for weighted-average grant date fair value):


	Number of RSUs and Restricted Stock			Weighted-Average Grant Date Fair Value		Number of RSUs and Restricted Stock			Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2020		4,061		$	8.31		4,061		$	8.31
Granted		1,554			15.02		1,626			14.98
Vested and delivered		(1,493	)		8.36		(1,578	)		8.46
Forfeited		(201	)		9.13		(275	)		9.65
Outstanding as of June 30, 2021 (1)		3,921			10.91
Outstanding as of September 30, 2021 (1)							3,834			10.98

(1)

Included in “Outstanding as of ~~June~~September 30, 2021” are 6463 RSUs that were vested, but not yet delivered.

Performance Stock Units (“PSUs”). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. The percentage of PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s future performance related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization targets over a three-year performance period. These PSUs are subject to cliff vesting at the end of the respective performance period. PSU activity for the ~~six~~nine months ended ~~June~~September 30, 2021 is as follows (in thousands, except for weighted-average grant date fair value):


	Number of PSUs			Weighted-Average Grant Date Fair Value		Number of PSUs			Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2020		730		$	9.28		730	��	$	9.28
Granted		0			0		0			0
Vested and delivered		(588	)		5.74		(588	)		5.74
Forfeited		0			0		0			0
Outstanding as of June 30, 2021		142			23.98
Outstanding as of September 30, 2021							142			23.98

Stock Options. Stock options represent the right to purchase shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. Stock options are subject to three-year cliff vesting and expire

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

10 years from the grant date. Stock option activity for the ~~six~~nine months ended ~~June~~September 30, 2021 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term):


	Number of Options		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value		Number of Options		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2020		513	$	2.80		9.22	$	3,028		513	$	2.80		9.22	$	3,028
Granted		291		9.63		—		—		291		9.63		—		—
Exercised		0		0		—		—		0		0		—		—
Forfeited		0		0		—		—		0		0		—		—
Outstanding as of June 30, 2021		804		5.27		9.08		4,583
Exercisable as of June 30, 2021		0		0		—		—
Outstanding as of September 30, 2021										804		5.27		8.83		3,721
Exercisable as of September 30, 2021										0		0		—		—

The fair value of the stock options granted during the ~~six~~nine months ended ~~June~~September 30, 2021 ~~and 2020~~ are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions:

2021

2020

Risk-free interest rate

1.15
%

1.01
%
Weighted-average volatility

69.00
%

53.08
%
Dividend yield

0
%

0
%
Expected years until exercise

6.5

6.5


	2021
Risk-free interest rate		1.15	%
Weighted-average volatility		69.00	%
Dividend yield		0	%
Expected years until exercise		6.5

NOTE 8. Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing Net income (loss) by the weighted-average number of shares of common stock outstanding. Diluted earnings (loss) 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 effect. The computation of Earnings (loss) per share is as follows (in thousands, except per share data):

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

Net income (loss)

$
5,966

$
(24,644
)

$
11,244

$
(812,078
)
Basic weighted-average common shares outstanding

68,869

67,256

68,328

67,095

Effect of dilutive stock-based compensation awards (1)

1,825

0

2,462

0

Diluted weighted-average common shares outstanding

70,694

67,256

70,790

67,095

Earnings (loss) per share, basic

$
0.09

$
(0.37
)

$
0.16

$
(12.10
)
Earnings (loss) per share, diluted

0.08

(0.37
)

0.16

(12.10
)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2021		2020			2021		2020
Net income (loss)	$	2,431	$	(12,261	)	$	13,675	$	(824,339	)
Basic weighted-average common shares outstanding		69,067		67,295			68,576		67,163
Effect of dilutive stock-based compensation awards (1)		1,878		0			2,489		0
Diluted weighted-average common shares outstanding		70,945		67,295			71,065		67,163
Earnings (loss) per share, basic	$	0.04	$	(0.18	)	$	0.20	$	(12.27	)
Earnings (loss) per share, diluted		0.03		(0.18	)		0.19		(12.27	)

(1)

There were ~~1,316~~1,369 and ~~1,829~~2,776 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended ~~June~~September 30, 2021 and ~~June~~September 30, 2020, respectively, and ~~1,362~~1,376 and ~~4,885~~2,195 potential common shares for the ~~six~~nine months ended ~~June~~September 30, 2021 and ~~June~~September 30, 2020, respectively, as their inclusion would have had an anti-dilutive effect.

NOTE 9. Other Income (Expense) ~~Income,~~, net

Included in Other income (expense) ~~income,~~, net in the ~~six~~nine months ended ~~June~~September 30, 2020 was a full impairment of $9.4 million of a non-marketable investment, triggered by the COVID-19 pandemic.

NOTE 10. Income Taxes

Deferred Tax Asset and Valuation Allowance. ~~As a result of~~Due to the goodwill and indefinite-lived intangible asset impairments recorded during the ~~six months~~year ended ~~June 30,~~December 31, 2020, the Company has concluded a valuation allowance is required against its deferred tax assets as of ~~June~~September 30, 2021. In reaching this conclusion, in accordance with U.S. GAAP, the Company has evaluated all available evidence, both positive and negative and determined that the Company’s history of recent losses was sufficient significant negative evidence to require a valuation allowance. Therefore, the Company has recorded a valuation allowance to reduce its deferred tax assets as of ~~June~~

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

September 30, 2021 to the amount that is more likely than not to be realized in future periods. At each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.

~~Cars.com Inc.~~

~~Notes to the Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

Tax Refund. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company received a $9.1 million tax refund related to the carryback of federal and state income tax net operating loss as a result of the CARES Act.

Effective Tax Rate. The effective income tax rate, expressed by calculating the income tax expense as a percentage of Income before income tax, was 98.4% for the ~~six~~nine months ended ~~June~~September 30, 2021, which varied from the statutory federal income tax rate of 21%, primarily due to the tax benefit realized on stock-based compensation, partially offset ~~in part~~ by the valuation allowance on the Company’s net deferred tax asset position recorded during the ~~six~~nine months ended ~~June~~September 30, 2021. The effective income tax rate was 1412.0% for the ~~six~~nine months ended ~~June~~September 30, ~~2020. The effective tax rate~~2020, which differed from the statutory federal income tax rate of 21%, primarily due to the tax impact of the goodwill and intangible asset impairments and the valuation allowance recorded during the ~~six~~nine months ended ~~June~~September 30, 2020.


(In thousands, except percentages)	Three Months Ended June 30, 2021					Six Months Ended June 30, 2021					Three Months Ended September 30, 2021					Nine Months Ended September 30, 2021
Income tax provision at statutory rate	$	1,213		21.0	%	$	2,596		21.0	%	$	540		21.0	%	$	3,136		21.0	%
State income taxes, net of federal income tax benefit		201		3.5			437		3.5			73		2.8			510		3.4
Tax credits		164		2.8			(819	)	(6.6	)		(51	)	(2.0	)		(871	)	(5.8	)
Stock-based compensation		(223	)	(3.9	)		(2,902	)	(23.5	)		(48	)	(1.9	)		(2,950	)	(19.8	)
Uncertain tax positions		22		0.4			1,211		9.8			(145	)	(5.6	)		1,066		7.1
Valuation allowance		(1,186	)	(20.5	)		1,227		9.9			66		2.6			1,293		8.7
Other, net		(380	)	(6.6	)		(633	)	(5.1	)		(295	)	(11.5	)		(927	)	(6.2	)
Income tax (benefit) expense	$	(189	)	(3.3	)%	$	1,117		9.0	%
Income tax expense											$	140		5.4	%	$	1,257		8.4	%

NOTE 11. Subsequent Event

In November 2021, the Company signed a definitive agreement to acquire CreditIQ, Inc. (the "Acquisition"), a cutting edge automotive fintech platform that provides instant online loan screening and approvals to facilitate online car buying. Through the Acquisition, the Company will provide dealers with access to advanced digital financing technology across the CARS platform. Using cash on hand, the Company will pay $30 million at the closing excluding transaction fees and expenses. In addition, the Company may pay additional consideration of up to $50 million based on future performance over a three-year period. The transaction is expected to close in November 2021.

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 the ~~economic impacts~~impact of the novel coronavirus disease 2019 pandemic and related restrictions (“COVID-19”) on our industry, our dealer customers and our results of operations, our business strategies, strategic alternatives, plans and objectives, market potential, outlook, trends, future financial performance, planned operational and product improvements, potential strategic transactions, liquidity, including draws from our revolving ~~loan,~~credit facility, expense management 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,” “outlook,” “intend,” “strategy,” “plan,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” “mission,” “strive,” “more,” “goal” or similar expressions. Forward-looking statements are based on our current expectations, beliefs, strategies, estimates, projections and assumptions, based on our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, current developments regarding the COVID-19 pandemic and other factors we think are appropriate. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management based on our knowledge and understanding of the business and industry, including supply chain, are inherently uncertain. These statements are expressed in good faith and we believe these judgments are reasonable. However, you should understand that these statements are not guarantees of strategic action, performance or results. Our actual results and strategic actions 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.

Important factors that could cause actual results or events to differ materially from those anticipated include, among others:



The COVID-19 pandemic and related restrictions have materially and adversely affected, and could continue to materially and adversely affect, our business, financial condition, liquidity and results of operations.



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 compete with other consumer automotive websites and mobile applications and other digital content providers for share of automotive-related digital display advertising spending and may be unable to maintain or grow our base of advertising customers or increase our revenue from existing advertisers.



Our business depends on our 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, dealers and advertisers, and our ability to increase the frequency with which consumers, dealers and advertisers use our services.



We rely in part on Internet search engines and mobile application stores to drive traffic to the CARS sites and increase downloads of our 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.



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.



We may face difficulties in developing new solution offerings as a full-service solutions provider that help automotive brands and dealers create enduring customer relationships.



We cannot assure you that we will be able to continue to successfully develop and launch new products or grow our complementary product offerings.



The value of our assets or operations may be diminished if our information technology systems fail to perform adequately.



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.



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, loss of customers and create liabilities.



Market acceptance of and influence over certain of our products and services is concentrated with a limited number of automobile OEMs and dealership associations, and we may not be able to maintain or grow these relationships.



We rely on third-party service providers for many aspects of our business, including inventory information and sales of our product through social media and interruptions in the services or data they provide or any failure to maintain these relationships could harm our business.



We rely on in-house content creation and development to drive organic traffic to the CARS sites and mobile applications.



Our ability to attract and retain dealer customers depends on our ability to collect and use data and develop tools to enable us to effectively deliver and accurately measure advertisements on our platform.



We rely on third-party services to track and calculate certain of our key metrics, including unique visitors and traffic and any errors or interruptions in the services or data they provide or any failure to maintain these relationships could harm our business.



Our business is subject to risks related to the larger automotive ecosystem, including consumer demand and other macroeconomic issues.



If growth in the digital automotive advertising market or automotive digital solutions market stagnates or declines, our business, results of operations or financial condition 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.



Uncertainty exists in the application and interpretation of various laws and regulations related to our business, including privacy laws such as the California Consumer Privacy Act and the upcoming California Privacy Rights Act. New privacy concerns or laws or regulations applicable to our business, or the expansion or interpretation of existing laws and regulations that apply to our business, could reduce the effectiveness of our offerings or subject us to use restrictions, 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.



If we do not adapt to automated buying strategies quickly, our display advertising revenue could be adversely affected.



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 ability to operate effectively could be impaired if we fail to attract and retain our key employees.



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.



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.



Adverse results from litigation or governmental investigations could impact our business practices and operating results.



The value of our existing intangible assets may become impaired depending upon future operating results.



If we expand into new geographic markets, we may be prevented from using our brands in such markets.



Seasonality may cause fluctuations in our revenue and operating results.



We do not expect to pay any cash dividends for the foreseeable future.



Your percentage of ownership in the Company may be diluted in the future.



Certain provisions of our Amended and Restated 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 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 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.



Our debt agreements contain restrictions that may limit our flexibility in operating our business.



Increases in interest rates could increase interest payable under our variable rate indebtedness.



Uncertainty relating to the London Interbank Offered Rate (“LIBOR”) calculation process, potential phasing out of LIBOR and any transition to the Secured Overnight Financing Rate may adversely affect the market value of our current or future debt obligations, including our long-term debt instruments and our bank credit facilities.

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” in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”) on February 25, 2021, our subsequent Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and our other filings filed with the SEC and available on our website at investor.cars.com or via EDGAR at www.sec.gov. 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. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth above, as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic and related restrictions. 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 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our business, financial condition, results of operations and quantitative and qualitative disclosures should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis also contains forward-looking statements and should be read in conjunction with the disclosures and information contained in “Note About Forward-Looking Statements” in this Quarterly Report on Form 10-Q. The financial information discussed below and included elsewhere in this Quarterly Report on Form 10-Q may not necessarily reflect what our financial condition, results of operations and cash flows may be in the future.

References in this discussion and analysis to “we,” “us,” “our” and similar terms refer to Cars.com Inc. and its subsidiaries, collectively, unless the context indicates otherwise.

Business Overview

We are a leading automotive marketplace platform that provides a robust set of industry specific digital ~~marketplace and solutions provider for the automotive industry, connecting car shoppers with sellers.~~solutions. Through our marketplace, dealer websites and other digital products, we showcase dealer inventory, elevate and amplify dealers’ and automotive manufacturers’ (“OEMs”) brands, connect sellers with our ready-to-buy audience and empower shoppers with the resources and information needed to make confident car buying decisions. Our digital solutions strategy builds on the rich data and audience of our digital marketplace to offer media and solutions that drive growth and efficiency for the automotive industry. Our portfolio of brands includes Cars.com, Dealer Inspire, FUEL, DealerRater, Auto.com, PickupTrucks.com and NewCars.com.

Overview of Results


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended September 30,					Nine Months Ended September 30,
(in thousands)	2021		2020			2021		2020			2021		2020			2021		2020
Revenue (1)	$	155,530	$	102,009		$	308,825	$	250,103		$	156,553	$	144,392		$	465,378	$	394,495
Net income (loss) (2)		5,966		(24,644	)		11,244		(812,078	)		2,431		(12,261	)		13,675		(824,339	)

(1)

The increase in revenue for the ~~three and six~~nine months ended ~~June~~September 30, 2021 was primarily due to lower revenue in the second quarter of 2020, resulting from approximately $38.2 million of COVID-19 pandemic-related invoice credits that we issued to our marketplace dealer customers during the second quarter of 2020.

(2)

The net loss for the ~~three~~nine months ended June 30, 2020 was primarily attributed to the decline in revenue, partially offset by our management of expenses to adjust to changes in revenue due to the COVID-19 pandemic. The net loss for the six months ended JuneSeptember 30, 2020 was primarily attributed to the goodwill and intangible asset impairment of $905.9 million ~~or $757.1 million net of tax,~~ as well as the impact of the COVID-19 ~~pandemic.~~pandemic and related restrictions.

2021 Highlights and Trends

Dealer Customers. In the ~~second~~third quarter of 2021, Dealer Customers increased by ~~22,~~1%, or 184 Dealer Customers, as compared with ~~March 31,~~June 30, 2021, continuing ~~four~~five consecutive quarters of growth in Dealer ~~Customers.~~Customers and surpassing Dealer Customers as of March 31, 2020.

Total Dealer Customers increased by ~~812,~~899, as compared with ~~June~~September 30, 2020. This increase was a result of sustained high retention rates and new sales to dealer customers following the higher cancellations of marketplace customers in the second quarter of 2020, principally due to the COVID-19 pandemic.

FUEL. Launched in early 2020, FUEL is a unique, ~~high ROI,~~high-ROI, targeted video advertising solution that generates superior returns ~~than~~compared to high-cost broadcast television, on which the auto industry spends approximately $10 billion per year, in addition to what is spent on other expensive advertising mediums. FUEL continues to be one of our fastest growing products. FUEL enables dealerships and OEMs to target and reach in-market car shoppers by leveraging the power of Cars.com's exclusive first-party audience data.

FordDirect Agreement. In April 2021, we announced that we were selected by FordDirect as a preferred website and technology platform provider for its approximately 3,000 ~~local~~ U.S. dealerships.

Technology Transformation. In June 2021, we announced the completion of ~~our~~a transformed online platform and mobile app for our users. Our new Cars.com site offers load times up to 80% faster and real-time inventory updates of over 50,000 cars added to the site daily - an especially important feature in today's ~~car-inventory-starved~~inventory-starved environment. The upgraded Cars.com site, built on cloud-based technology, now delivers a more streamlined and dynamic experience for both car shoppers and sellers. Our updated site experience builds on ~~its~~a wealth of content and offers even more advanced tools, interactive features and personalized content combined with a vibrant, intuitive and accelerated path to purchase.

Debt Repayments. During the ~~six~~nine months ended ~~June~~September 30, 2021, we made ~~$75.0~~$107.5 million of debt repayments, of which ~~$70.0~~$100.0 million were voluntary ~~pre-payments.~~prepayments.

Impact of COVID-19 on our business. In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and it has since spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The pandemic resulted in governmental authorities around the country implementing numerous measures to contain the virus, such as quarantines, shelter-in-place orders and business shutdowns (the “related restrictions”). As cases of COVID-19 persist in various regions around the globe and new COVID-19 variants emerge, these related restrictions may still be enforced or be renewed in certain markets. During the year ended December 31, 2020 and to a lesser extent during the ~~six~~nine months ended ~~June~~September 30, 2021, our business, financial condition, liquidity and operating results were adversely affected by the COVID-19 pandemic, as a widespread increase in unemployment, ~~and~~ reduced consumer spending and supply chain disruptions impacted the greater macroeconomic automotive industry.

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 and Average Monthly Unique Visitors is as follows:


	Three Months Ended June 30,			Six Months Ended June 30,			Three Months Ended September 30,			Nine Months Ended September 30,
	2021	2020	% Change	2021	2020	% Change
(in thousands)							2021	2020	% Change	2021	2020	% Change
Traffic	158,438,000	143,972,000	10%	315,042,000	302,893,000	4%	142,418	158,791	(10)%	457,460	461,684	(1)%
Average Monthly Unique Visitors	26,391,000	22,810,000	16%	26,174,000	23,869,000	10%	24,341	25,349	(4)%	25,563	24,363	5%

Information regarding Dealer Customers and Monthly Average Revenue Per Dealer is as follows:



	June 30, 2021		June 30, 2020		% Change			March 31, 2021		% Change			September 30, 2021		September 30, 2020		% Change			June 30, 2021		% Change
Dealer Customers		18,845		18,033		5	%		18,823		0	%		19,029		18,130		5	%		18,845		1	%
Monthly Average Revenue Per Dealer	$	2,299	$	1,442		59	%	$	2,268		1	%	$	2,332	$	2,183		7	%	$	2,299		1	%

Traffic. Traffic is fundamental 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), measured using Adobe Analytics. Traffic does not include traffic to Dealer Inspire websites. 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.

~~We believe~~Due to the ~~growth~~record high traffic in the third quarter of 2020 in the midst of COVID-related restrictions, the Company experienced a decline in Traffic year-over-year for the three months ended September 30, 2021. In addition, during the three months ended September 30, 2021, the Company experienced certain short-term negative impacts to Traffic in connection with the completion of the Technology Transformation.

Traffic for the nine months ended September 30, 2021 was ~~driven by heightened consumer demand resulting from an increase in consumer confidence due~~essentially flat compared to the ~~economic stimulus and the further re-opening of the economy, as well as investment in and efficiencies gained in performance media channels and search engine optimization ("SEO").~~prior year.

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 toward the number of UVs. UVs do not include Dealer Inspire UVs. We measure UVs using Adobe Analytics.

~~The~~Due to the record high traffic in the third quarter of 2020 in the midst of COVID-related restrictions, the Company experienced a decline in UVs year-over-year for the three months ended September 30, 2021. In addition, during the three months ended September 30, 2021, the Company experienced certain short-term negative impacts to UVs in connection with the completion of the Technology Transformation.

We believe the growth in UVs for the nine months ended September 30, 2021 was ~~driven by~~primarily related to heightened consumer demand resulting from an increase in consumer confidence due to the economic stimulus ~~and~~during the ~~further re-opening~~first half of 2021. This was partially offset by certain short-term negative impacts in connection with the completion of the ~~economy, as well as investment in and efficiencies gained in performance media channels and SEO.~~Technology Transformation.

Average Revenue Per Dealer (“ARPD”). We believe that our ability to grow ARPD is an indicator of the value proposition of our ~~products.~~platform. We define ARPD as Dealer revenue, excluding digital advertising services, during the period divided by the monthly average number of Dealer Customers during the same period.

ARPD increased 1% and 7% from ~~March 31,~~June 30, 2021 and September 30, 2020, respectively, primarily driven by growth in FUEL revenue, ~~which was launched in early 2020.~~

ARPD increased 59% from June 30, 2020, primarily driven by lower revenue in the second quarter of 2020 resulting from the COVID-19 pandemic-related invoice credits we provided to our marketplace dealer customers during the second quarter of 2020, as well as, ~~continued~~ growth in ~~revenue across our portfolio of products.~~digital solutions.

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.

~~Although total Dealer Customers was flat on a percentage basis as compared to March 31, 2021,~~Total Dealer Customers increased ~~slightly~~1% from June 30, 2021, primarily driven by ~~22.~~an increase in marketplaceand solutions only customers and sustained high retention rates.

Total Dealer Customers increased 5% from ~~June~~September 30, 2020. This increase was a result of sustained high retention rates and new sales to ~~dealer customers~~Dealer Customers following the higher cancellations of marketplace customers in ~~the second quarter of~~ 2020, principally due to the COVID-19 pandemic.

Factors Affecting Our Performance. Our business is impacted by the changes in the larger automotive ecosystem, including inventory supply and supply chain disruptions, which is currently under pressure due to semiconductor shortages, and changes related to automotive advertising as well as other macroeconomic factors. Changes in vehicle sales volumes in the United States also influence OEMs’ and dealerships’ willingness to increase investments in technology solutions and automotive marketplaces like Cars.com and could impact our pricing strategies and/or revenue mix.

Our long-term success will depend in part on our ability to continue to transform our business toward a multi-faceted suite of digital solutions that complement our online marketplace offerings. We believe our core strategic strengths, including our powerful family of brands, growing high-quality audience and suite of digital solutions for advertisers, will assist us as we navigate a rapidly changing automotive environment. Additionally, we are focused on equipping our customers with digital solutions to enable them to compete in an environment in which an increasing number of car-buying customers are shopping online. These solutions include virtual showrooms, home delivery, online chat and our FUEL product that allows dealers to target in-market buyers on streaming platforms. The foundation of our continued success is the value we deliver to customers, and we believe that our large audience of in-market, car shoppers and innovative solutions deliver significant value to our customers.

The future effects of the COVID-19 pandemic are unknown and depend on numerous factors outside of our control. However, we believe our marketplace, advertising and digital solutions remain critical in helping our customers navigate certain challenges of the pandemic and related restrictions. We also believe our solutions will continue to be important tools for our customers in the future and, in particular, may help mitigate potential future impacts of the pandemic and related restrictions.

Results of Operations

Three Months Ended ~~June~~September 30, 2021 Compared to Three Months Ended ~~June~~September 30, 2020


	Three Months Ended June 30,												Three Months Ended September 30,
(In thousands, except percentages)	2021			2020			$ Change			% Change			2021			2020			$ Change			% Change
Revenue:
Dealer	$	136,866		$	83,242		$	53,624			64	%	$	139,321		$	123,955		$	15,366			12	%
OEM and National		16,329			16,021			308			2	%		15,273			17,753			(2,480	)		(14	)%
Other		2,335			2,746			(411	)		(15	)%		1,959			2,684			(725	)		(27	)%
Total revenue		155,530			102,009			53,521			52	%		156,553			144,392			12,161			8	%
Operating expenses:
Cost of revenue and operations		28,219			22,912			5,307			23	%		28,928			25,434			3,494			14	%
Product and technology		19,434			12,031			7,403			62	%		20,132			15,455			4,677			30	%
Marketing and sales		51,309			32,036			19,273			60	%		51,948			45,776			6,172			13	%
General and administrative		15,615			16,460			(845	)		(5	)%		17,919			13,289			4,630			35	%
Affiliate revenue share		—			4,601			(4,601	)	***%
Depreciation and amortization		25,298			31,193			(5,895	)		(19	)%		25,552			25,375			177			1	%
Total operating expenses		139,875			119,233			20,642			17	%		144,479			125,329			19,150			15	%
Operating income (loss)		15,655			(17,224	)		32,879		***%
Operating income														12,074			19,063			(6,989	)		(37	)%
Nonoperating expense:
Interest expense, net		(9,839	)		(7,924	)		(1,915	)		(24	)%		(9,522	)		(10,779	)		1,257			(12	)%
Other (expense) income, net		(39	)		557			(596	)	***%
Other income, net														19			1,957			(1,938	)		(99	)%
Total nonoperating expense, net		(9,878	)		(7,367	)		(2,511	)		(34	)%		(9,503	)		(8,822	)		(681	)		8	%
Income (loss) before income taxes		5,777			(24,591	)		30,368		***%
Income tax (benefit) expense		(189	)		53			(242	)	***%
Income before income taxes														2,571			10,241			(7,670	)		(75	)%
Income tax expense														140			22,502			(22,362	)		(99	)%
Net income (loss)	$	5,966		$	(24,644	)	$	30,610		***%			$	2,431		$	(12,261	)	$	14,692		***

*** Not meaningful

Dealer revenue. Dealer revenue consists of marketplace and digital solutions sold to dealer customers. Dealer revenue is our largest revenue stream, representing ~~88.0%~~89.0% and ~~81.6%~~85.8% of total revenue for the three months ended ~~June~~September 30, 2021 and 2020, respectively. For the three months ended June 30, 2020, Dealer revenue was impacted significantly by our response to the COVID-19 pandemic. In an effort to assist our dealer customers impacted by the COVID-19 pandemic and related restrictions, we provided, among other measures, approximately $38.2 million of financial relief in the form of certain invoice credits of 50% for April 2020 and 30% for May and June 2020. Dealer revenue increased ~~$53.6~~$15.4 million or ~~64%~~12% compared to the three months ended ~~June~~September 30, 2020, driven ~~primarily~~ by a ~~59%~~7% increase in ARPD from ~~June~~September 30, 2020, primarily due ~~the COVID-19 pandemic-related invoice credits. In addition, we experienced continued~~to growth in ~~our~~FUEL and digital solutions ~~products, as well as~~revenue and a 5% increase in Dealer Customers.

OEM and National revenue. OEM and National revenue consists of display advertising and other solutions sold to OEMs, advertising agencies, automotive dealer associations and auto adjacent businesses. OEM and National revenue represents ~~10.5%~~9.8% and ~~15.7%~~12.3% of total revenue for the three months ended ~~June~~September 30, 2021 and 2020, respectively. OEM and National revenue ~~increased by 2%, primarily~~declined 14% due to ~~increased~~pullbacks in OEM spending ~~relative to the impact of COVID-19 in the second quarter of 2020, partially offset~~associated with fewer new model releases and continued inventory shortages, both driven by ~~continued OEM production slowdowns in the second quarter of 2021.~~supply-chain disruptions.

Operating expenses. For the three months ended ~~June~~September 30, 2020, several of the financial statement line items described below were significantly lower as compared to the three months ended ~~June~~September 30, 2021, due to our management of expenses in 2020 in response to the COVID-19 pandemic. With respect to managing our expenses, beginning in the second quarter of 2020, we implemented multiple initiatives to align our expenses with the lower revenue resulting from our invoice credits. ~~These steps included an employee furlough and reduction in force, salary reductions, freezes on hiring and temporary labor, deferral~~The impact of merit and promotion increases; a reduction of our marketing expense; partnering with our vendors to temporarily reduce cost; and significant reductions of non-essential spending in categories such as travel and entertainment ("the COVID-19 pandemic expense ~~adjustments").~~adjustments primarily impacted the second quarter of 2020 and to a lesser extent, the third quarter of 2020.

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 processing dealer vehicle inventory, product fulfillment and compensation costs for the product fulfillment and customer service teams. Cost of revenue and operations expense represents ~~18.1%~~18.5% and ~~22.5%~~17.6% of total revenue for the three months ended ~~June~~September 30, 2021 and 2020, respectively. Cost of revenue and operations expense increased, primarily due to the ~~prior year COVID-19 pandemic expense adjustments, as well as~~ growth in FUEL and digital solutions, 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, data strategy and search engine optimization teams. The technology team develops and supports our products and websites. Product and technology expense includes compensation costs, hardware/software maintenance, software licenses, data center and other infrastructure costs. Product and technology expense represents ~~12.5%~~12.9% and ~~11.8%~~10.7% of total revenue for the three months ended ~~June~~September 30, 2021 and 2020, respectively. Product and technology expense increased,

primarily due to the prior year's COVID-19 pandemic expense adjustments, as well as timing of software license ~~costs.~~costs and continued investment in the business.

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, as well as bad debt expense related to the allowance for doubtful accounts. Marketing and sales expense represents ~~33.0%~~33.2% and ~~31.4%~~31.7% of total revenue for the three months ended ~~June~~September 30, 2021 and 2020, respectively. Marketing and sales expense increased, primarily due to the prior ~~year's~~year COVID-19 pandemic expense ~~reductions.~~adjustments, as well as, continued investment in marketing in 2021.

General and administrative. General and administrative expense primarily consists of compensation costs for certain of the executive, finance, legal, human resources, facilities and other administrative employees. In addition, general and administrative expense includes office space rent, legal, accounting and other professional services, transaction-related costs, severance, transformation and other exit costs and costs related to the write-off and loss on assets, excluding the goodwill and intangible asset impairment discussed below. General and administrative expense represents ~~10.0%~~11.4% and ~~16.1%~~9.2% of total revenue for the three months ended ~~June~~September 30, 2021 and 2020, respectively. General and administrative expense ~~decreased, primarily~~increased, in part, due to the ~~impact of the~~prior year COVID-19 pandemic expense adjustments, as well as, increased compensation costs, including stock-based compensation and investment in infrastructure of the ~~second quarter of 2020.~~

~~Affiliate revenue share.~~ Affiliate revenue share expense represented payments made to affiliates pursuant to our affiliate agreements. Affiliate revenue share expense ended in June 2020. For information related to affiliates, see Note 7 (Unfavorable Contracts Liability) in Part II, Item 8., “Financial Statements and Supplementary Data”, of our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on February 25, 2021.

~~Depreciation and amortization~~. Depreciation and amortization expense decreased, primarily due to certain assets being fully depreciated and amortized as compared to the prior year period, partially offset by depreciation and amortization on additional assets acquired.business.

Interest expense, net. Interest expense, net ~~increased~~decreased by ~~$1.9~~$1.3 million compared to the prior year ~~period, due to a higher overall interest rate on our outstanding debt, partially offset by lower debt outstanding.~~period. For information related to our debt, see Note 4 (Debt) and Note 5 (Interest Rate Swap) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.

~~Other (expense) income, net~~. The change in Other (expense) income, net was primarily due to the unrealized gain on the mark-to-market adjustment related to the interest rate swap in the second quarter of 2020. For information related to the Swap, see Note 5 (Interest Rate Swap) to the accompanying Consolidated Financial Statements included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

Income tax ~~(benefit)~~ expense. The effective income tax rate, expressed by calculating the ~~income~~Income tax ~~(benefit)~~ expense as a percentage of Income ~~(loss)~~ before income taxes, was ~~(3%)~~5.4% for the three months ended ~~June~~September 30, 2021, ~~lower than~~and the ~~statutory federal income~~Income tax ~~rate of 21%, primarily due to the release of a portion of our valuation allowance, as well as the tax benefit realized on stock-based compensation during the three months ended June 30, 2021.~~expense was $0.1 million.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2020


	Six Months Ended June 30,												Nine Months Ended September 30,
(In thousands, except percentages)	2021			2020			$ Change			% Change			2021			2020			$ Change			% Change
Revenue:
Dealer	$	269,824		$	208,603		$	61,221			29	%	$	409,145		$	332,558		$	76,587			23	%
OEM and National		34,398			35,414			(1,016	)		(3	)%		49,671			53,167			(3,496	)		(7	)%
Other		4,603			6,086			(1,483	)		(24	)%		6,562			8,770			(2,208	)		(25	)%
Total revenue		308,825			250,103			58,722			23	%		465,378			394,495			70,883			18	%
Operating expenses:
Cost of revenue and operations		56,050			48,942			7,108			15	%		84,978			74,376			10,602			14	%
Product and technology		36,194			26,904			9,290			35	%		56,326			42,359			13,967			33	%
Marketing and sales		104,520			86,958			17,562			20	%		156,468			132,734			23,734			18	%
General and administrative		28,881			30,577			(1,696	)		(6	)%		46,800			43,866			2,934			7	%
Affiliate revenue share		—			10,970			(10,970	)	***%				—			10,970			(10,970	)	***
Depreciation and amortization		50,978			62,154			(11,176	)		(18	)%		76,530			87,529			(10,999	)		(13	)%
Goodwill and intangible asset impairment		—			905,885			(905,885	)	***%				—			905,885			(905,885	)	***
Total operating expenses		276,623			1,172,390			(895,767	)		(76	)%		421,102			1,297,719			(876,617	)		(68	)%
Operating income (loss)		32,202			(922,287	)		954,489		***%				44,276			(903,224	)		947,500		***
Nonoperating expense:
Interest expense, net		(19,840	)		(15,450	)		(4,390	)		(28	)%		(29,362	)		(26,229	)		(3,133	)		12	%
Other expense, net		(1	)		(8,944	)		8,943		***%
Other income (expense), net														18			(6,987	)		7,005		***
Total nonoperating expense, net		(19,841	)		(24,394	)		4,553			19	%		(29,344	)		(33,216	)		3,872			(12	)%
Income (loss) before income taxes		12,361			(946,681	)		959,042		***%				14,932			(936,440	)		951,372		***
Income tax expense (benefit)		1,117			(134,603	)		135,720		***%				1,257			(112,101	)		113,358		***
Net income (loss)	$	11,244		$	(812,078	)	$	823,322		***%			$	13,675		$	(824,339	)	$	838,014		***

*** Not meaningful

Dealer revenue. Dealer revenue represents ~~87.4%~~87.9% and ~~83.4%~~84.3% of total revenue for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. Dealer revenue increased ~~$61.2~~$76.6 million, or ~~29%~~23%, compared to the ~~six~~nine months ended ~~June~~September 30, 2020. Dealer revenue was impacted significantly by our response to the COVID-19 pandemic. In an effort to assist our dealer customers impacted by the COVID-19 pandemic and related restrictions, we provided, among other measures, approximately $38.2 million of financial relief in

the form of certain invoice credits of 50% for April 2020 and 30% for May and June 2020. In addition, we experienced continued growth in our FUEL and digital solutions products, as well as a 5% increase in Dealer Customers.

OEM and National revenue. OEM and National revenue represents ~~11.1%~~10.7% and ~~14.2%~~13.5% of total revenue for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. OEM and National revenue declined ~~3%, primarily~~ 7% due to ~~less~~pullbacks in OEM spending associated with fewer new model releases and continued inventory shortages, both driven by ~~the OEMs due to the continued OEM production slowdowns in the second quarter of 2021.~~supply-chain disruptions.

Operating expenses. For the ~~six~~nine months ended ~~June~~September 30, 2020, several of the financial statement line items described below were significantly lower as compared to the ~~six~~nine months ended ~~June~~September 30, 2021, due to our management of expenses in 2020 in response to the COVID-19 pandemic, as described above.

Cost of revenue and operations. Cost of revenue and operations expense represents ~~18.1%~~18.3% and ~~19.6%~~18.9% of total revenue for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. Cost of revenue and operations expense increased, primarily due to the prior year's COVID-19 pandemic expense adjustments, as well as growth in FUEL and digital solutions, which have an inherently higher cost of revenue.

Product and technology. Product and technology expense represents ~~11.7%~~12.1% and ~~10.8%~~10.7% of total revenue for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. Product and technology expense increased, primarily due to the prior year's COVID-19 pandemic expense adjustments, as well as, ~~certain increased technology costs.~~the timing of software licenses and continued investment in the business.

Marketing and sales. Marketing and sales expense represents ~~33.8% and 34.8%~~33.6% of total revenue for the ~~six~~nine months ended ~~June~~September 30, 2021 and ~~2020, respectively.~~2020. Marketing and sales expense increased, primarily due to the prior year's COVID-19 pandemic expense adjustments.

General and administrative. General and administrative expense represents ~~9.4%~~10.1% and ~~12.2%~~11.1% of total revenue for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. General and administrative expense ~~decreased,~~increased, primarily due to the prior year's COVID-19 pandemic expense ~~adjustments.~~adjustments, as well as, increased compensation costs, primarily related to stock-based compensation.

Affiliate revenue share. Affiliate revenue share expense ended in June 2020. For information related to affiliates, see Note 7 (Unfavorable Contracts Liability) in Part II, Item 8., “Financial Statements and Supplementary Data”, of our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on February 25, 2021.

Depreciation and amortization. Depreciation and amortization expense decreased, primarily due to certain assets being fully depreciated and amortized as compared to the prior year period, partially offset by depreciation and amortization on additional assets acquired.

Goodwill and intangible asset impairment. As of March 31, 2020, we determined there was a triggering event, caused by the economic impacts of the COVID-19 pandemic. We performed interim quantitative impairment tests as of March 31, 2020. 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 $505.9 million and $400.0 million, respectively.

Interest expense, net. Interest expense, net increased by ~~$4.4~~$3.1 million compared to the prior year period, due to a higher overall interest rate on our outstanding debt, partially offset by lower debt outstanding. For information related to our debt, see Note 4 (Debt) and Note 5 (Interest Rate Swap) to the accompanying Consolidated Financial Statements included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

Other ~~expense,~~income (expense), net. Other ~~expense,~~income (expense), net ~~decreased,~~changed, primarily due to the $9.4 million impairment of a non-marketable investment, triggered by the COVID-19 pandemic during the first quarter of 2020. For information related to the impairment, see Note 9 (Other Income (Expense) ~~Income,~~, net) to the accompanying Consolidated Financial Statements included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

Income tax expense (benefit). The effective income tax rate, expressed by calculating the ~~income~~Income tax expense (benefit) as a percentage of Income (loss) before income taxes, was 9%8.4% for the ~~six~~nine months ended ~~June~~September 30, 2021, lower than the statutory federal income tax rate of 21%, primarily due to the tax benefit realized on stock-based compensation, partially offset ~~in part~~ by the ~~full~~ valuation allowance on our net deferred tax asset position recorded during the ~~six~~nine months ended ~~June~~September 30, 2021.

2120

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 positive operating cash flow, along with ~~the Term Loan,~~our Revolving Loan ~~and the Senior Unsecured Notes~~ described below, provide adequate liquidity to meet our business needs, including those for investments and strategic acquisitions. However, our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, the duration and severity of the economic and operational impacts caused by the COVID-19 pandemic, our ability to contain costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which are beyond our direct control.

As discussed below, we are subject to certain financial and other covenants contained in our debt agreements, as amended, including by the Third Amendment to the Credit Agreement. For information related to the Credit Amendment, as amended, see Note 8 (Debt) in Part II, Item 8., “Financial Statements and Supplementary Data”, of our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on February 25, 2021.

We may also seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. If we need to access the capital markets, there can be no assurance that financing may be available on attractive terms, if at all. As of ~~June~~September 30, 2021, Cash and cash equivalents were ~~$52.2~~$51.5 million and including ~~the~~our undrawn Revolving Loan our total liquidity was ~~$282.2~~$281.5 million.

Term Loan, Revolving Loan and Senior Unsecured Notes. As of ~~June~~September 30, 2021, the outstanding aggregate principal amount of our debt was ~~$522.5~~$490.0 million, at an effective interest rate of ~~5.5%~~5.7%, including ~~$122.5~~$90.0 million of outstanding principal under ~~the~~our Term Loan, with an effective interest rate of 2.5% and outstanding Senior Unsecured Notes of $400.0 million, at an effective interest rate of 6.375%. These effective rates do not include the impact of the interest rate swap. During the ~~six~~nine months ended ~~June~~September 30, 2021, we made ~~$75.0~~$107.5 million in Term Loan payments, of which ~~$70.0~~$100.0 million were voluntary ~~pre-payments.~~prepayments. As of ~~June~~September 30, 2021, we had $230.0 million available to borrow under ~~the~~our Revolving Loan. Our borrowings are limited by our senior secured leverage ratio and consolidated interest coverage ratio, which are calculated in accordance with our Credit Agreement, and were ~~0.63x~~0.47x and ~~6.23x~~5.77x as of ~~June~~September 30, 2021, respectively and our total net leverage ratio, which is calculated in accordance with our bond indenture, and was ~~2.42x.~~2.30x.

Interest Rate Swap. 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 initial Term Loan, we entered into an interest rate swap (the “Swap”) effective December 31, 2018. Under the terms of the Swap, we are locked into a fixed rate of interest of 2.96% plus an applicable margin, on a notional amount of $300 ~~million.~~million until May 31, 2022. The Swap was initially designated as a cash flow hedge of interest rate risk.

During the second quarter of 2020, we entered into the second amendment to the Credit Agreement, which triggered a quantitative hedge effectiveness test that resulted in the loss of hedge accounting. As a result, as of the date of the second amendment, the unrealized loss included within Accumulated other comprehensive loss was frozen and is now being ratably reclassified into Net income (loss) over the remaining life of the Swap through Interest expense, net and Income tax expense (benefit) ~~expense~~ within the Consolidated Statements of Income (Loss). Subsequent to the second amendment, any change in the fair value of the Swap is recorded within Other income (expense) ~~income,~~, net on the Consolidated Statements of Income (Loss).

During the fourth quarter of 2020, we entered into the third amendment to the Credit Agreement, which triggered a partial debt extinguishment, including a partial extinguishment of ~~the~~our underlying Term Loan. Due to the reduction in ~~the~~our Term Loan as compared to the notional amount of the Swap, we wrote-off a proportional amount of the frozen Accumulated other comprehensive loss balance as of the date of the partial extinguishment proportional to the reduction in the underlying notional amount of our Term Loan. We will continue to amortize the remaining Accumulated other comprehensive loss to Interest expense, net and Income tax expense (benefit) ~~expense~~ within the Consolidated Statements of Income (Loss) through the remainder of the term of the Swap. Any changes in the fair value of the Swap will continue to be recorded within Other income (expense) ~~income,~~, net on the Consolidated Statements of Income (Loss).

As of ~~June~~September 30, 2021, the fair value of the Swap was an unrealized loss of ~~$7.9~~$5.8 million, which is recorded in Other accrued liabilities on the Consolidated Balance Sheets. As of December 31, 2020, the fair value of the Swap was an unrealized loss of $12.1 million, of which $8.5 million and $3.6 million iswas recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, ~~$2.8~~$4.3 million and ~~$0.3~~$2.5 million was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2021, we made payments of ~~$4.3~~$6.4 million related to the Swap and ~~$0.4~~$0.7 million was reclassified as a tax benefit from Accumulated other comprehensive loss into Income tax expense (benefit) ~~expense~~ on the Consolidated Statements of Income (Loss).

2221

Cash Flows. Details of our cash flows are as follows (in thousands):


	Six Months Ended June 30,									Nine Months Ended September 30,
	2021			2020			Change			2021			2020			Change
Net cash provided by (used in):
Operating activities	$	79,619		$	57,629		$	21,990		$	116,226		$	96,866		$	19,360
Investing activities		(13,095	)		(8,725	)		(4,370	)		(17,879	)		(12,603	)		(5,276	)
Financing activities		(82,058	)		(5,508	)		(76,550	)		(114,559	)		(54,043	)		(60,516	)
Net change in cash and cash equivalents	$	(15,534	)	$	43,396		$	(58,930	)	$	(16,212	)	$	30,220		$	(46,432	)

Operating Activities. The increase in cash provided by operating activities was primarily related to the increase in Net income (loss), excluding the impact of non-cash items, primarily due to higher revenue in 2021 resulting from growth in the business as well as the impact of the COVID-19 pandemic ~~related invoice credits we provided to our marketplace dealer customers during~~on the ~~second quarter of 2020, offset by our actions to align expenses with lower revenue in the uncertain COVID-19 environment.~~prior year. In addition, during the ~~six~~nine months ended ~~June~~September 30, 2021, we received a $9.1 million tax refund related to the carryback of federal and state income tax net operating loss as a result of the CARES Act.

Investing Activities. The increase in cash used in investing activities is due to an increase in purchases of property and equipment.

Financing Activities. During the ~~six~~nine months ended ~~June~~September 30, 2021, cash used in financing activities was primarily related to ~~$75.0~~$107.5 million of debt repayments, of which ~~$70.0~~$100.0 million were voluntary ~~pre-payments.~~ prepayments. During the ~~six~~nine months ended ~~June~~September 30, 2020, cash used in financing activities was primarily related to ~~$166.9~~$50.3 million of net debt repayments, inclusive of $215.3 million in debt ~~repayments. The debt~~ repayments, ~~were primarily associated with the~~partially offset by $165.0 million in proceeds related to our draw on our Revolving Loan during the first quarter of 2020. Additionally, there was $3.4 million of debt issuance costs paid during the nine months ended September 30, 2020. For information related to our debt, see Note 4 (Debt) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.

Commitments and Contingencies. For information related to commitments and contingencies, see Note 6 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements. We do not have any material off-balance sheet arrangements.

Subsequent Event. In November 2021, we signed a definitive agreement to acquire CreditIQ, Inc. (the "Acquisition"), a cutting edge automotive fintech platform that provides instant online loan screening and approvals to facilitate online car buying. Through the Acquisition, we will provide dealers with access to advanced digital financing technology across the CARS platform. Using cash on hand, we will pay $30 million at the closing excluding transaction fees and expenses. In addition, we may pay additional consideration of up to $50 million based on future performance over a three-year period. The transaction is expected to close in November 2021.

Critical Accounting Policies. For information related to critical accounting policies, see “Critical Accounting Policies and Estimates” in Part II, Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on February 25, 2021 and see Note 1 (Description of Business, Company History and Summary of Significant Accounting Policies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q. During the ~~six~~nine months ended ~~June~~September 30, 2021, there have been no changes to our critical accounting policies.

Recent Accounting Pronouncements. There were no significant new accounting pronouncements applicable to us in the period.

2322

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, see “Quantitative and Qualitative Disclosures About Market Risk,” in Part II, Item 7A., of our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on February 25, 2021. Our exposures to market risk have not changed materially since December 31, 2020.

Item 4. Controls and Procedures

Disclosure Controls and Procedures. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can 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.

Changes in Internal Control Over Financial Reporting. During the period covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For information relating to legal proceedings, see Note 6 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Our business and the ownership of our common stock are subject to a number of risks and uncertainties, including those described in Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”) on February 25, 2021, which could materially affect our business, financial condition, results of operations and future results. There have been no material changes from the risk factors described in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

2524

Item 6. Exhibits

Exhibit Index


Exhibit Number		Description
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		The cover page from this Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2021, formatted inwith Inline XBRL (included with Exhibit 101 attachments)

* Filed herewith.

SIGNATURES

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


	Cars.com Inc.

Date: ~~August 5,~~November 4, 2021	By:	/s/ T. Alex Vetter
		T. Alex Vetter
		President and Chief Executive Officer

Date: ~~August 5,~~November 4, 2021	By:	/s/ Sonia Jain
		Sonia Jain
		Chief Financial Officer

2726