Cars.com(CARS) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents Cars.com Inc.'s unaudited interim consolidated financial statements, prepared in conformity with U.S. GAAP and SEC rules for interim reporting Consolidated Balance Sheets The Consolidated Balance Sheets present the company's financial position as of June 30, 2023, compared to December 31, 2022 | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------- | :--------------------------- | :------------------------------- | | Total Assets | $1,085,543 | $1,024,870 | | Total Liabilities | $608,086 | $640,440 | | Total Current Assets | $157,309 | $148,627 | | Total Current Liabilities | $120,563 | $106,012 | - Total assets increased by $60.7 million, primarily driven by a significant increase in deferred tax assets from $48 thousand to $91.3 million[44] - Total liabilities decreased by $32.3 million, mainly due to a reduction in long-term debt and other noncurrent liabilities[44] Consolidated Statements of Income The Consolidated Statements of Income detail the company's revenues, operating expenses, and net income for the three and six months ended June 30, 2023 and 2022 | Metric (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :-------------------------- | :------------------------------- | :------------------------------- | | Total Revenue | $168,176 | $162,873 | | Total Operating Expenses | $155,842 | $147,488 | | Operating Income | $12,334 | $15,385 | | Income Before Income Taxes | $1,051 | $6,284 | | Income Tax (Benefit) Expense| $(93,075) | $739 | | Net Income | $94,126 | $5,545 | | Basic EPS | $1.41 | $0.08 | | Diluted EPS | $1.37 | $0.08 | | Metric (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $335,244 | $321,080 | | Total Operating Expenses | $310,381 | $294,754 | | Operating Income | $24,863 | $26,326 | | Income Before Income Taxes | $13,575 | $8,103 | | Income Tax (Benefit) Expense| $(92,030) | $(1,782) | | Net Income | $105,605 | $9,885 | | Basic EPS | $1.58 | $0.14 | | Diluted EPS | $1.55 | $0.14 | - Net income for the three and six months ended June 30, 2023, significantly increased primarily due to the release of a substantial portion of the valuation allowance for deferred tax assets[48][101][121] Consolidated Statements of Comprehensive Income This statement presents net income and other comprehensive income components, leading to total comprehensive income for the periods ended June 30, 2023 and 2022 | Metric (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :---------------------------------------------------------------------------------- | :------------------------------- | :------------------------------- | | Net income | $94,126 | $5,545 | | Reclassification of Accumulated other comprehensive loss on interest rate swap into Net income | — | $800 | | Total other comprehensive income | — | $800 | | Comprehensive income | $94,126 | $6,345 | | Metric (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :---------------------------------------------------------------------------------- | :----------------------------- | :----------------------------- | | Net income | $105,605 | $9,885 | | Reclassification of Accumulated other comprehensive loss on interest rate swap into Net income | — | $2,002 | | Total other comprehensive income | — | $2,002 | | Comprehensive income | $105,605 | $11,887 | - The reclassification of Accumulated other comprehensive loss on interest rate swap into Net income ceased in 2023 as the swap expired on May 31, 2022[73] Consolidated Statements of Stockholders' Equity This statement outlines changes in stockholders' equity for the six months ended June 30, 2023 and 2022 | Metric (in thousands) | Balance at Dec 31, 2022 | Balance at June 30, 2023 | | :-------------------------------------------------- | :---------------------- | :----------------------- | | Stockholders' Equity | $384,430 | $477,457 | | Net income (Q1 2023) | $11,479 | - | | Repurchases of common stock (Q1 2023) | $(7,174) | - | | Stock-based compensation (Q1 2023) | $6,049 | - | | Net income (Q2 2023) | - | $94,126 | | Repurchases of common stock (Q2 2023) | - | $(9,992) | | Stock-based compensation (Q2 2023) | - | $7,608 | - Stockholders' equity increased from $384.4 million at December 31, 2022, to $477.5 million at June 30, 2023, primarily driven by net income[35] - The company repurchased 0.9 million shares for $17.2 million during the six months ended June 30, 2023, as part of its share repurchase program[49][76] Consolidated Statements of Cash Flows This statement details cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2023 and 2022 | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $56,182 | $42,280 | | Net cash used in investing activities | $(10,569) | $(73,325) | | Net cash (used in) provided by financing activities | $(48,723) | $10,110 | | Net decrease in cash and cash equivalents | $(3,110) | $(20,935) | | Cash and cash equivalents at end of period | $28,605 | $18,134 | - Net cash provided by operating activities increased by $13.9 million, primarily due to changes in operating assets and liabilities[154] - Net cash used in investing activities significantly decreased by $62.8 million, mainly due to the payment for the Accu-Trade Acquisition in 2022 not recurring in 2023[50][154] - Net cash used in financing activities was $48.7 million in 2023, compared to cash provided of $10.1 million in 2022, primarily due to debt repayments and common stock repurchases in 2023, versus Revolving Loan borrowings in 2022[155] Notes to the Consolidated Financial Statements (Unaudited) These notes provide essential additional information and disclosures for understanding the unaudited interim consolidated financial statements NOTE 1. Description of Business and Summary of Significant Accounting Policies This note describes Cars.com Inc.'s business, brands, and significant accounting policies applied in preparing the consolidated financial statements - Cars.com Inc. is a leading automotive marketplace platform connecting car shoppers with sellers through digital solutions[12] - The company's brand portfolio includes Cars.com™, Dealer Inspire®, FUEL™, DealerRater®, CreditIQ®, Accu-Trade™, and NewCars.com®[13] - The unaudited interim consolidated financial statements are prepared in conformity with U.S. GAAP and SEC rules for interim financial statements, with certain information condensed or omitted[14] NOTE 2. Revenue This note disaggregates revenue by major products and services for the three and six months ended June 30, 2023 and 2022 | Major products and services (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :----------------------------------------- | :------------------------------- | :------------------------------- | | Subscription advertising and digital solutions | $139,935 | $135,432 | | Display advertising | $23,621 | $20,859 | | Pay per lead | $2,236 | $2,129 | | Other | $2,384 | $4,453 | | Total revenue | $168,176 | $162,873 | | Major products and services (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------------------------- | :----------------------------- | :----------------------------- | | Subscription advertising and digital solutions | $277,269 | $267,679 | | Display advertising | $47,478 | $41,908 | | Pay per lead | $4,511 | $4,546 | | Other | $5,986 | $6,947 | | Total revenue | $335,244 | $321,080 | - Subscription advertising and digital solutions remain the largest revenue stream, showing consistent growth[19] NOTE 3. Business Combinations This note details the Accu-Trade Acquisition, including purchase price allocation, identified intangible assets, and goodwill recognized - On March 1, 2022, the Company acquired Accu-Trade, which provides VIN-specific vehicle valuation and appraisal data, instant offer capabilities, and logistics technology[22] | Purchase Consideration (in thousands) | Fair Value | | :------------------------------------ | :--------- | | Cash consideration | $64,663 | | Other consideration | $5,300 | | Contingent consideration | $23,936 | | Total purchase consideration | $93,899 | | Identified Intangible Assets Acquired (in thousands) | Acquisition-Date Fair Value | Weighted-Average Amortization Period (in years) | | :--------------------------------------------------- | :-------------------------- | :---------------------------------------------- | | Acquired software | $12,926 | 5 | | Trade name | $1,446 | 10 | | Customer relationships | $1,307 | 7 | | Total | $15,679 | | - Goodwill of $76.9 million was recorded, primarily attributed to sales growth from existing and future technology, product offerings, customers, and the value of the acquired assembled workforce[6] NOTE 4. Fair Value Measurements This note details the fair value measurement of contingent consideration liabilities, including changes and significant unobservable inputs | Contingent Consideration (in thousands) | As of December 31, 2022 | Adjustment | As of June 30, 2023 | | :-------------------------------------- | :---------------------- | :--------- | :------------------ | | Contingent consideration | $55,871 | $(5,182) | $50,689 | - The fair value of contingent consideration decreased by $5.2 million from December 31, 2022, to June 30, 2023[8] - Contingent consideration is classified as Level 3 in the fair value hierarchy and measured using a Monte Carlo simulation or scenario-based method, with volatility (25% to 50%) and projected financial information as significant inputs[26][27] - The Company expects to make payments on contingent consideration in 2023, 2024, and 2025[30] NOTE 5. Debt This note provides information on the company's debt instruments, including Term Loan, Revolving Loan, Senior Unsecured Notes, and debt covenant compliance - As of June 30, 2023, the outstanding principal amount under the Term Loan was $58.8 million with an interest rate of 7.3%[70] - As of June 30, 2023, $230.0 million was available to borrow under the Revolving Loan, with the company paying down $15.0 million during the six months ended June 30, 2023[71] - The company issued $400.0 million aggregate principal amount of 6.375% Senior Unsecured Notes due 2028[91] - In Q2 2023, the Credit Agreement was amended (Fourth Amendment) to replace LIBOR with SOFR as the benchmark provision and included a more favorable credit spread adjustment[90] - The company was in compliance with all debt covenants as of June 30, 2023[54] NOTE 6. Interest Rate Swap This note discusses the expired interest rate swap, its use in managing interest rate risk, and its financial impact - The interest rate swap expired on May 31, 2022, and is no longer recorded on the Consolidated Balance Sheets[73] - During the six months ended June 30, 2022, $2.4 million was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net[73] NOTE 7. Commitments and Contingencies This note addresses the company's involvement in legal proceedings and other commitments and contingencies - The company is not currently involved in any pending or threatened litigation or claims that would have a material adverse impact on its financial position, results of operations, or cash flows[75] NOTE 8. Stockholders' Equity This note details the company's share repurchase program and its activity during the period - On February 24, 2022, the Board authorized a three-year share repurchase program to acquire up to $200 million of common stock[76] - During the six months ended June 30, 2023, the company repurchased and retired 0.9 million shares for $17.2 million at an average price of $18.17 per share[76] - During the six months ended June 30, 2022, the company repurchased and retired 2.1 million shares for $23.3 million at an average price of $11.34 per share[76] NOTE 9. Stock-Based Compensation This note provides information on Restricted Share Units, Performance Share Units, and Stock Options, including activity and valuation assumptions | RSU Activity (in thousands) | Number of RSUs | Weighted-Average Grant Date Value | | :-------------------------- | :------------- | :-------------------------------- | | Outstanding as of Dec 31, 2022 | 3,771 | $12.88 | | Granted | 1,804 | $16.66 | | Vested and delivered | (1,587) | $10.52 | | Forfeited | (107) | $15.59 | | Outstanding as of June 30, 2023 | 3,881 | $15.52 | | PSU Activity (in thousands) | Number of PSUs | Weighted-Average Grant Date Fair Value | | :-------------------------- | :------------- | :------------------------------------- | | Outstanding as of Dec 31, 2022 | 245 | $14.78 | | Granted | 267 | $16.47 | | Outstanding as of June 30, 2023 | 512 | $15.66 | | Stock Option Activity (in thousands) | Number of Options | Weighted-Average Grant Date Fair Value | Weighted-Average Remaining Contractual Term (in years) | | :----------------------------------- | :---------------- | :------------------------------------- | :----------------------------------------------------- | | Outstanding as of Dec 31, 2022 | 1,067 | $6.28 | 7.98 | | Outstanding as of June 30, 2023 | 1,067 | $6.28 | 7.48 | | Exercisable as of June 30, 2023 | 513 | $2.80 | 6.72 | - Stock options granted in 2022 were valued using the Black-Scholes model with a risk-free interest rate of 2.21%, volatility of 65.22%, 0% dividend yield, and an expected exercise period of 6.5 years[80] NOTE 10. Earnings Per Share This note details the calculation of basic and diluted earnings per share and the impact of the deferred tax asset valuation allowance release | EPS Metric (in thousands, except per share data) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :----------------------------------------------- | :------------------------------- | :------------------------------- | | Net income | $94,126 | $5,545 | | Basic weighted-average common shares outstanding | 66,762 | 69,194 | | Diluted weighted-average common shares outstanding | 68,493 | 70,257 | | Earnings per share, basic | $1.41 | $0.08 | | Earnings per share, diluted | $1.37 | $0.08 | | EPS Metric (in thousands, except per share data) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------------------------------- | :----------------------------- | :----------------------------- | | Net income | $105,605 | $9,885 | | Basic weighted-average common shares outstanding | 66,646 | 69,329 | | Diluted weighted-average common shares outstanding | 68,118 | 70,505 | | Earnings per share, basic | $1.58 | $0.14 | | Earnings per share, diluted | $1.55 | $0.14 | - The significant increase in Net income and EPS for the three and six months ended June 30, 2023, is primarily due to the release of a substantial portion of the valuation allowance for deferred tax assets[101] NOTE 11. Income Taxes This note explains the company's income tax benefit, deferred tax assets, and the release of a significant valuation allowance portion - The income tax benefit was $92.0 million for the six months ended June 30, 2023, primarily due to the release of a significant portion of the valuation allowance for deferred tax assets[48][121] - The valuation allowance was previously recorded due to a history of recent losses, but recent performance and future projections enabled its release as of June 30, 2023[83][125] - The effective income tax rate substantially differed from the statutory federal income tax rate of 21% due to the $103.3 million valuation allowance release[84] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition, results of operations, cash flows, business overview, key operating metrics, and performance factors Note About Forward-Looking Statements This section provides a cautionary statement regarding forward-looking statements, emphasizing that actual results may differ materially due to various risks and uncertainties - The report contains forward-looking statements based on current expectations, beliefs, and assumptions, which are subject to inherent uncertainties[127] - Actual results, performance, or strategic actions could differ materially from those expressed or implied by these statements due to numerous risks and factors beyond the company's control[127] - Readers are advised not to rely on forward-looking statements for investment decisions and to evaluate them in the context of detailed risks outlined in the Annual Report on Form 10-K[106][127] Business Overview This section reiterates the company's core business as a leading automotive marketplace platform connecting car shoppers with sellers through digital solutions - Cars.com Inc. is a leading automotive marketplace platform providing digital solutions to connect car shoppers with automotive retailers, OEMs, and other advertisers[130] - The company's brands include Cars.com™, Dealer Inspire®, FUEL™, DealerRater®, CreditIQ®, Accu-Trade™, and NewCars.com®[131] - The strategic focus is on transforming the business towards a multi-faceted suite of digital solutions that complement online marketplace offerings, enabling dealers to compete in an online car-buying environment[137] Overview of Results This section provides a high-level summary of the company's financial performance for the three and six months ended June 30, 2023, compared to the prior year | Metric (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :-------------------- | :------------------------------- | :------------------------------- | | Revenue | $168,176 | $162,873 | | Net income | $94,126 | $5,545 | | Metric (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------- | :----------------------------- | :----------------------------- | | Revenue | $335,244 | $321,080 | | Net income | $105,605 | $9,885 | - Net income for both periods in 2023 saw a substantial increase, primarily driven by the release of a significant portion of the valuation allowance for deferred tax assets[108] Key Operating Metrics This section analyzes key operating metrics including Traffic, Unique Visitors, Dealer Customers, and Monthly Average Revenue Per Dealer, and their trends | Metric (in thousands, except percentages) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | % Change | | :---------------------------------------- | :------------------------------- | :------------------------------- | :------- | | Traffic | 155,957 | 148,010 | 5% | | Average Monthly Unique Visitors | 26,949 | 27,079 | —% | | Metric (in thousands, except percentages) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | % Change | | :---------------------------------------- | :----------------------------- | :----------------------------- | :------- | | Traffic | 320,739 | 296,500 | 8% | | Average Monthly Unique Visitors | 27,714 | 26,820 | 3% | - Traffic increased by 5% YoY for the three months and 8% YoY for the six months, driven by increased consumer demand, shifts in paid user acquisition strategy, and enhancements in app/website experiences[109][134] | Metric (in thousands, except percentages) | June 30, 2023 | June 30, 2022 | % Change (YoY) | March 31, 2023 | QoQ % Change | | :---------------------------------------- | :------------ | :------------ | :------------- | :------------- | :----------- | | Dealer Customers | 18,785 | 19,517 | (4)% | 19,186 | (2)% | | Monthly Average Revenue Per Dealer (ARPD) | $2,472 | $2,326 | 6% | $2,386 | 4% | - Dealer Customers decreased by 4% YoY and 2% QoQ, attributed to anticipated churn from the 2023 marketplace repackaging initiative and a pullback by digital dealers[113] - ARPD increased by 6% YoY and 4% QoQ, primarily driven by the marketplace repackaging initiative, including the adoption of higher tier packages, and growth in digital solutions[136] Factors Affecting Our Performance This section discusses various external and internal factors influencing the company's business performance, including macroeconomic conditions and industry challenges - Business performance is impacted by changes in the broader automotive ecosystem, such as inventory supply, supply chain disruptions, semiconductor shortages, vehicle acquisition costs, and electric vehicle adoption[114] - Changes in vehicle sales volumes in the United States influence OEMs' and dealerships' investment decisions in technology solutions and automotive marketplaces, potentially affecting pricing strategies and revenue mix[114] Results of Operations This section provides a detailed analysis of the company's revenue and operating expenses for the three and six months ended June 30, 2023 and 2022 Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022 This sub-section provides a detailed comparison of revenue and operating expenses for the three months ended June 30, 2023 and 2022 | Revenue Source (in thousands) | 2023 | 2022 | $ Change | % Change | | :---------------------------- | :---------- | :---------- | :---------- | :------- | | Dealer | $153,309 | $143,987 | $9,322 | 6% | | OEM and National | $12,402 | $14,144 | $(1,742) | (12)% | | Other | $2,465 | $4,742 | $(2,277) | (48)% | | Total Revenue | $168,176 | $162,873 | $5,303 | 3% | - Dealer revenue, the largest stream, increased by 6% due to growth in solutions revenue and marketplace repackaging initiatives, partially offset by a reduction from digital dealers[139] - OEM and National revenue decreased by 12% due to pullbacks in spending from some OEM and insurance customers[140] - Other revenue decreased by 48% primarily due to the anticipated expiration of the Accu-Trade license agreement[62] | Operating Expense (in thousands) | 2023 | 2022 | $ Change | % Change | | :------------------------------- | :---------- | :---------- | :---------- | :------- | | Cost of revenue and operations | $30,415 | $29,504 | $911 | 3% | | Product and technology | $24,956 | $23,117 | $1,839 | 8% | | Marketing and sales | $58,153 | $54,655 | $3,498 | 6% | | General and administrative | $17,649 | $17,211 | $438 | 3% | | Depreciation and amortization | $24,669 | $23,001 | $1,668 | 7% | | Total Operating Expenses | $155,842 | $147,488 | $8,354 | 6% | - Operating income decreased by 20% to $12.3 million, while net income significantly increased to $94.1 million due to a large income tax benefit[121][139] Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022 This sub-section provides a detailed comparison of revenue and operating expenses for the six months ended June 30, 2023 and 2022 | Revenue Source (in thousands) | 2023 | 2022 | $ Change | % Change | | :---------------------------- | :---------- | :---------- | :---------- | :------- | | Dealer | $303,152 | $284,403 | $18,749 | 7% | | OEM and National | $25,945 | $29,318 | $(3,373) | (12)% | | Other | $6,147 | $7,359 | $(1,212) | (16)% | | Total Revenue | $335,244 | $321,080 | $14,164 | 4% | - Dealer revenue increased by 7%, driven by growth in solutions revenue and the marketplace repackaging initiative[145][164] - OEM and National revenue decreased by 12% due to reduced spending from OEM and insurance customers[146] - Other revenue decreased by 16% due to the expiration of the Accu-Trade license agreement[165] | Operating Expense (in thousands) | 2023 | 2022 | $ Change | % Change | | :------------------------------- | :---------- | :---------- | :---------- | :------- | | Cost of revenue and operations | $60,210 | $57,256 | $2,954 | 5% | | Product and technology | $49,057 | $44,424 | $4,633 | 10% | | Marketing and sales | $116,450 | $111,749 | $4,701 | 4% | | General and administrative | $35,953 | $33,771 | $2,182 | 6% | | Depreciation and amortization | $48,711 | $47,554 | $1,157 | 2% | | Total Operating Expenses | $310,381 | $294,754 | $15,627 | 5% | - Net income for the six months ended June 30, 2023, was $105.6 million, a significant increase from $9.9 million in the prior year, primarily due to the income tax benefit from the valuation allowance release[48][122] Liquidity and Capital Resources This section discusses the company's primary liquidity sources, debt obligations, contingent consideration, cash flow activities, and share repurchase program - Primary liquidity sources include cash flows from operations, available cash reserves, and borrowing capacity under credit facilities[150] - As of June 30, 2023, cash and cash equivalents were $28.6 million, and total liquidity, including the undrawn Revolving Loan, was $258.6 million[64] - The outstanding aggregate principal amount of indebtedness was $458.8 million as of June 30, 2023, with an effective interest rate of 6.5%[170] - The fair value of contingent consideration related to the CreditIQ and Accu-Trade acquisitions was $50.7 million as of June 30, 2023, with $30.9 million expected to be paid within the next twelve months[171] | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | | Operating activities | $56,182 | $42,280 | $13,902 | | Investing activities | $(10,569) | $(73,325) | $62,756 | | Financing activities | $(48,723) | $10,110 | $(58,833) | - During the six months ended June 30, 2023, the company made $7.5 million in Term Loan payments and repaid $15.0 million on its Revolving Loan[151] Critical Accounting Policies This section refers to the company's critical accounting policies and any changes during the period - There have been no changes to the company's critical accounting policies during the six months ended June 30, 2023[157] Recent Accounting Pronouncements This section reports on any significant new accounting pronouncements applicable to the company - There were no significant new accounting pronouncements applicable to the company in the period[66] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section provides disclosures about the company's exposure to market risks - The company's exposures to market risk have not changed materially since December 31, 2022[158] Item 4. Controls and Procedures This section details management's evaluation of the effectiveness of disclosure controls and procedures and internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2023, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[159] - There were no changes in internal control over financial reporting during the period that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[189] PART II. OTHER INFORMATION Item 1. Legal Proceedings This section provides an update on any legal proceedings involving the company - The company is not currently involved in any material legal proceedings[67][179] Item 1A. Risk Factors This section refers to risk factors that could materially affect the company's business, financial condition, and results of operations - There have been no material changes from the risk factors described in the company's Annual Report on Form 10-K for the year ended December 31, 2022[180] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's stock repurchase activity during the quarter | Period | Total Number of Shares Purchased (1) | Average Price Paid per Share (1) | Maximum Dollar Value of Shares Yet to Be Purchased (in thousands) (3) | | :-------------------------- | :----------------------------------- | :------------------------------- | :-------------------------------------------------------------------- | | April 1 through April 30, 2023 | 154,193 | $19.36 | $140,858 | | May 1 through May 31, 2023 | 199,420 | $18.36 | $137,196 | | June 1 through June 30, 2023 | 178,602 | $18.73 | $133,852 | - The company's Board of Directors authorized a three-year share repurchase program on February 24, 2022, to acquire up to $200 million of common stock[161] - All shares purchased were part of the publicly announced share repurchase program and may occur through open market purchases or Rule 10b5-1 trading plans[161] Item 3. Defaults Upon Senior Securities This section reports on any defaults upon senior securities - The company reported no defaults upon senior securities[162] Item 4. Mine Safety Disclosures This section addresses mine safety disclosures - Mine safety disclosures are not applicable to the company[193] Item 5. Other Information This section includes other material information not covered elsewhere, such as executive trading plans and credit agreement amendments - On May 24, 2023, CEO Alex Vetter adopted a Rule 10b5-1 trading plan to sell up to 212,000 shares of common stock between August 24, 2023, and August 26, 2024, for estate and family financial planning and asset diversification[51][182] - On June 23, 2023, the company entered into the Fourth Amendment to the Credit Agreement, replacing LIBOR with SOFR as the benchmark provision and including a more favorable credit spread adjustment[183][194] - J.P. Morgan Chase Bank, N.A. serves as a lender and administrative agent under the Credit Agreement and has various financial relationships with the company[68] Item 6. Exhibits This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q | Exhibit Number | Description | | :------------- | :--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | 3.1** | Amended and Restated Certificate of Incorporation of Cars.com Inc. | | 3.2** | Amended and Restated Bylaws of Cars.com Inc. | | 10.1* | Fourth Amendment to Credit Agreement dated as of June 23, 2023 | | 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) | | 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) | | 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 | | 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted with Inline XBRL | Signatures This section contains the required signatures of the company's authorized officers, certifying the report's accuracy - The report was signed by T. Alex Vetter, Chief Executive Officer, and Sonia Jain, Chief Financial Officer, on August 3, 2023[188]