Cars.com(CARS) - 2023 Q4 - Annual Report

PART I Business Overview Cars Commerce Inc. is an audience-driven automotive technology company that simplifies vehicle transactions and enhances retail operations for dealers and OEMs through AI-powered products and solutions across its brand portfolio - Cars Commerce is an audience-driven technology company empowering the automotive industry with AI-powered products and solutions across pre-sale, retail, and post-sale activities for more efficient and profitable retail operations[5][100][243] - The company's platform is organized around four industry-leading brands: the flagship automotive marketplace Cars.com, digital retail technology and marketing services Dealer Inspire, trade and appraisal technology AccuTrade, and in-market media solutions Cars Commerce Media Network[5][100][243] - As of December 31, 2023, Cars.com featured over 2.5 million vehicle listings and 13 million consumer reviews, offering features like Instant Finance and Instant Offer to reduce friction, increase speed, and empower shoppers[7][340] - The company boasts 26 million average monthly unique visitors and over 600 million annual visits, with over 60% of traffic being organic, providing high-quality, unduplicated audiences to customers[344][362][386] - Over 80% of the company's revenue is derived from subscription services, creating a reliable recurring revenue stream with an average monthly revenue per dealer exceeding $2,500[363] - Long-term growth strategies include continuously building the most engaged in-market audience, increasing dealer customer count (expanding into Canada via D2C Media Inc. acquisition), expanding dealer relationships through platform cross-selling, transforming OEM relationships, and creating platform advantages with AI tools[364][386] - The company faces intense competition from other online automotive marketplaces, OEM websites, search engines, social media, and dealer websites, primarily based on marketing return on investment (ROI) provided by product offerings[13][36][346][387] - As of December 31, 2023, Cars Commerce employed approximately 1,700 full-time, part-time, seasonal, and temporary employees, committed to fostering a diverse, equitable, and inclusive workplace[14][38] Risk Factors The company faces multiple risks including macroeconomic fluctuations, brand reputation decline, reliance on third-party services, cybersecurity threats, intense market competition, acquisition integration challenges, and operational risks from remote work and key personnel loss - Macroeconomic and market conditions, such as economic downturns, rising interest rates, supply chain disruptions, and OEMs shifting to D2C sales, could reduce vehicle sales and subsequently decrease spending on the company's solutions[16][40][350][391] - The company's business relies on strong brand recognition for Cars Commerce, and any failure to maintain, protect, and enhance its brand image could harm consumer and customer bases, impacting operating results[42][370] - The company partially relies on internet search engines and mobile app stores for traffic, where changes in search algorithms, competitor optimization efforts, or new technologies like generative AI could negatively impact traffic and consumer base[20][43][44][372][394] - The company faces cybersecurity threats from computer viruses, network intrusions, phishing, and ransomware, alongside evolving data privacy regulations (e.g., CCPA, CPRA); failure to protect data or comply with regulations could lead to reputational damage, increased costs, and legal liabilities[30][55][159][191][193][388] - The company operates in a highly competitive market where existing and new competitors may erode its competitiveness through new technologies, broader marketing campaigns, or existing relationships with OEMs/dealers, potentially leading to price reductions and decreased revenue[24][25][26][48][49][398][399][400] - Strategic acquisitions, such as CreditIQ, AccuTrade, and D2C Media, pose integration risks, potentially leading to increased leverage, equity dilution, unforeseen liabilities, management distraction, and failure to achieve anticipated synergies and growth[28][29][52][380][403] - The company's debt agreements contain restrictive covenants that may limit operational flexibility, including borrowing, dividends, and M&A, and its floating-rate debt, representing 18.4% of total debt as of December 31, 2023, faces interest rate increase risks, potentially raising interest expenses[33][59][89][182][183] - The company has transitioned to a fully remote work model, but its long-term impact remains uncertain, potentially posing risks to company culture, employee attrition, and data security[169][170] Unresolved Staff Comments There are no unresolved staff comments in this report - There are no unresolved staff comments in this report[62] Cybersecurity Cars Commerce implemented an ISO 27001 certified Information Security Management System in 2023 to manage cybersecurity risks, overseen by the Board's Audit Committee, with no material threats identified to date - Cars Commerce has implemented an Information Security Management System (ISMS) to protect its infrastructure from potential threats, achieving ISO 27001 certification in December 2023[408] - The company's cybersecurity program includes annual employee security awareness training, phishing exercises, use of SOC 2 compliant hosting providers, anti-malware, intrusion prevention systems, firewalls, multi-factor authentication, and encryption[409] - The company identifies cybersecurity incidents through security alert tools, log monitoring, and employee reports, with a Security Incident Response Team (SIRT) to investigate and manage events[93][410] - The Board of Directors oversees overall cybersecurity risk, delegating direct oversight to the Audit Committee, with management providing updates at least quarterly[66][95] - As of the report date, the company has not identified any cybersecurity threats that have had or are reasonably likely to have a material impact on Cars Commerce's business strategy, operating results, or financial condition[411] Properties Cars Commerce maintains its primary administrative office in Chicago, having ceased operations at its Naperville, Illinois office in 2023, with the lease terminating in February 2024 - The company maintains its primary administrative office in Chicago, having ceased operations at its Naperville, Illinois office in 2023, with the lease terminating in February 2024[413] Legal Proceedings Cars Commerce does not believe any pending legal proceedings, individually or in aggregate, will have a material adverse effect on its operations, financial condition, or cash flows - The company does not believe any pending legal proceedings, individually or in aggregate, will have a material adverse effect on its operating results, financial condition, or cash flows[96] Mine Safety Disclosures There are no mine safety disclosures in this report - There are no mine safety disclosures in this report[67] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Cars Commerce common stock trades on the NYSE under 'CARS', with 4,164 registered holders as of February 15, 2024, and an authorized $200 million share repurchase program, of which $119.7 million remained available as of December 31, 2023, with no cash dividends planned - Cars Commerce's common stock is listed on the New York Stock Exchange under the symbol “CARS”, with 4,164 registered holders as of February 15, 2024[68] Fourth Quarter 2023 Equity Repurchase Activity | Period | Total Number of Shares Purchased (1) | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands USD) (3) | |:---|:---|:---|:---|:---| | October 1 through October 31, 2023 | — | $ — | — | 127,422 | | November 1 through November 30, 2023 | 238,913 | 18.80 | 238,913 | 122,931 | | December 1 through December 31, 2023 | 170,070 | 18.85 | 170,070 | 119,724 | | Total | 408,983 | | 408,983 | | - The Board of Directors authorized a three-year, up to $200 million share repurchase program in February 2022, with $119.7 million remaining available as of December 31, 2023[84][503] - The company has never declared or paid cash dividends on its common stock and does not intend to pay any cash dividends in the foreseeable future[98][128] Reserved This item is reserved and contains no specific content - This item is reserved and contains no specific content[417] Management's Discussion and Analysis of Financial Condition and Results of Operations Cars Commerce achieved 5% total revenue growth to $689.2 million in FY2023, with net income significantly increasing to $118.4 million due to deferred tax asset valuation allowance release, while maintaining strong liquidity and detailing debt and contractual obligations Fiscal Year 2023 Key Financial Data (vs. 2022) | Indicator | 2023 (in thousands USD) | 2022 (in thousands USD) | Change (in thousands USD) | Change (%) | |:---|:---|:---|:---|:---| | Total Revenue | 689,183 | 653,876 | 35,307 | 5 % | | Dealer Revenue | 621,661 | 579,222 | 42,439 | 7 % | | OEM and National Revenue | 55,904 | 58,557 | (2,653) | (5) % | | Other Revenue | 11,618 | 16,097 | (4,479) | (28) % | | Total Operating Expenses | 635,067 | 587,840 | 47,227 | 8 % | | Operating Income | 54,116 | 66,036 | (11,920) | (18) % | | Net Non-Operating Expenses | (36,011) | (43,460) | 7,449 | (17) % | | Net Income | 118,442 | 17,206 | 101,236 | *** | Fiscal Year 2023 Key Operating Metrics (vs. 2022) | Indicator | 2023 (in thousands) | 2022 (in thousands) | Change (%) | |:---|:---|:---|:---| | Average Monthly Unique Visitors (UVs) | 26,421 | 26,400 | 0 % | | Traffic | 614,798 | 587,388 | 5 % | | ARPD - Annual | $2,486 | $2,329 | 7 % | | Dealer Customers (as of Dec 31) | 19,504 | 19,506 | (0) % | | ARPD - Quarterly (Q4) | $2,523 | $2,361 | 7 % | | Dealer Customers (as of Sep 30) | | 18,715 | 4 % (QoQ) | - Net income significantly increased in 2023, primarily due to the release of a deferred tax asset valuation allowance[101][428] - Dealer revenue grew by 7.3%, driven by increased solutions revenue, marketplace repackaging initiatives, and media product growth[107] - OEM and national revenue decreased by 4.5%, primarily due to reduced spending from certain insurance clients impacted by macroeconomic factors[79] - Product and technology expenses increased by 12%, marketing and sales expenses by 6%, and general and administrative expenses by 14%, primarily due to higher compensation (including equity-based incentives) and third-party costs[108][137][427] - As of December 31, 2023, the company's total outstanding debt was $490 million, with a weighted average interest rate of 6.6%[176][430] 2023 Cash Flows (vs. 2022) | Cash Flow Type | 2023 (in thousands USD) | 2022 (in thousands USD) | Change (in thousands USD) | |:---|:---|:---|:---| | Net Cash Provided by Operating Activities | 136,720 | 128,511 | 8,209 | | Net Cash Used in Investing Activities | (97,050) | (84,377) | (12,673) | | Net Cash Used in Financing Activities | (31,748) | (51,488) | 19,740 | | Effect of Exchange Rate Changes | (439) | — | (439) | | Net Change in Cash and Cash Equivalents | 7,483 | (7,354) | 14,837 | Contractual Obligations as of December 31, 2023 (in thousands USD) | Contractual Obligation | Total | 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | |:---|:---|:---|:---|:---|:---|:---|:---| | Long-Term Debt (1) | 490,000 | 25,000 | 65,000 | — | — | 400,000 | — | | Debt Interest (2) | 137,095 | 32,433 | 28,162 | 25,500 | 25,500 | 25,500 | — | | Operating Leases | 36,550 | 4,707 | 4,722 | 4,842 | 4,151 | 5,087 | 13,041 | | Other Obligations (3) | 30,588 | 23,332 | 6,874 | 382 | — | — | — | | Total | 694,233 | 85,472 | 104,758 | 30,724 | 29,651 | 430,587 | 13,041 | Quantitative and Qualitative Disclosures About Market Risk Cars Commerce faces interest rate risk from its floating-rate debt, potentially increasing interest payments, and foreign exchange risk from its expanding Canadian operations due to USD to CAD currency fluctuations - As of December 31, 2023, approximately 18.4% of the company's outstanding debt was floating-rate, exposing it to interest rate risk where changes could increase interest payments and negatively impact future earnings and cash flows[33][176][203] - The acquisition of D2C Media Inc. in November 2023 expanded the company's operations into the Canadian market, increasing foreign exchange risk from USD to CAD currency fluctuations, a risk expected to persist[204] Financial Statements and Supplementary Data This section presents Cars Commerce's audited consolidated financial statements for the three years ended December 31, 2023, including balance sheets, income statements, and cash flow statements, with related notes and an unqualified opinion from Ernst & Young LLP, detailing key audit matters like revenue recognition and acquisition valuations - Ernst & Young LLP issued an unqualified opinion on Cars.com Inc.'s consolidated financial statements for the three years ended December 31, 2023[178][207][208][209][221] - Key audit matters include revenue recognition (complexity in identifying distinct performance obligations in customer contracts), the D2C Media Inc. acquisition (significant estimation required for fair value of customer relationship intangible assets), and contingent consideration valuation (subjectivity in using Monte Carlo simulation models and evaluating assumptions)[210][212][214][222][223][225][227] Consolidated Balance Sheets (Summary, as of December 31, in thousands USD) | Indicator | 2023 | 2022 | |:---|:---|:---| | Cash and Cash Equivalents | $39,198 | $31,715 | | Total Assets | $1,172,449 | $1,024,870 | | Total Liabilities | $680,341 | $640,440 | | Total Stockholders' Equity | $492,108 | $384,430 | Consolidated Statements of Operations (Summary, as of December 31, in thousands USD, except per share data) | Indicator | 2023 | 2022 | 2021 | |:---|:---|:---|:---| | Total Revenue | $689,183 | $653,876 | $623,683 | | Operating Income | $54,116 | $66,036 | $48,338 | | Net Income | $118,442 | $17,206 | $10,791 | | Basic Earnings Per Share | $1.77 | $0.25 | $0.16 | | Diluted Earnings Per Share | $1.74 | $0.25 | $0.15 | Consolidated Statements of Cash Flows (Summary, as of December 31, in thousands USD) | Cash Flow Type | 2023 | 2022 | 2021 | |:---|:---|:---|:---| | Net Cash Provided by Operating Activities | $136,720 | $128,511 | $138,003 | | Net Cash Used in Investing Activities | $(97,050) | $(84,377) | $(39,450) | | Net Cash Used in Financing Activities | $(31,748) | $(51,488) | $(127,203) | - The company acquired D2C Media Inc. in November 2023 for a total purchase consideration of $79.8 million, with the fair value of customer relationship intangible assets estimated at $29.153 million and an amortization period of 14 years[212][292][295][296] - As of December 31, 2023, contingent consideration liabilities related to the CreditIQ and AccuTrade acquisitions totaled $61.408 million, comprising $25.8 million in current liabilities and $35.6 million in non-current liabilities[141][321] Changes in Goodwill and Indefinite-Lived Intangible Assets (in thousands USD) | Indicator | December 31, 2021 | December 31, 2022 | December 31, 2023 | |:---|:---|:---|:---| | Goodwill | $26,227 | $102,856 | $147,058 | | Cars.com Trademark | $390,020 | $390,020 | $390,020 | - The company recorded no impairment of goodwill or indefinite-lived intangible assets in either 2023 or 2022[474] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure There is no information regarding changes in accountants or disagreements on accounting and financial disclosure in this report - There is no information regarding changes in accountants or disagreements on accounting and financial disclosure in this report[545] Controls and Procedures Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2023, with D2C Media Inc. excluded due to recent acquisition and immateriality, and Ernst & Young LLP issued an unqualified opinion on internal controls - Management, including the Chief Executive Officer and Chief Financial Officer, assessed and concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[549] - Management assessed and concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework[540][546] - D2C Media Inc. was excluded from the December 31, 2023, assessment of internal control over financial reporting due to its recent acquisition and immateriality, representing less than 3% of consolidated assets and 1% of consolidated revenues[551] - Ernst & Young LLP issued an unqualified opinion on the effectiveness of Cars.com Inc.'s internal control over financial reporting as of December 31, 2023[554] - No material changes in internal control over financial reporting occurred during the period, other than those related to the D2C Media acquisition[553] Other Information During the quarter ended December 31, 2023, no directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - During the quarter ended December 31, 2023, no directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements[450] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections There are no disclosures regarding foreign jurisdictions that prevent inspections in this report - There are no disclosures regarding foreign jurisdictions that prevent inspections in this report[451] PART III Directors, Executive Officers and Corporate Governance Information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days after the fiscal year ended December 31, 2023 - The information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the fiscal year ended December 31, 2023[447][563] Executive Compensation Information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days after the fiscal year ended December 31, 2023 - The information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the fiscal year ended December 31, 2023[447] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days after the fiscal year ended December 31, 2023 - The information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the fiscal year ended December 31, 2023[448] Certain Relationships and Related Transactions, and Director Independence Information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days after the fiscal year ended December 31, 2023 - The information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the fiscal year ended December 31, 2023[559] Principal Accounting Fees and Services Information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days after the fiscal year ended December 31, 2023 - The information required for this item will be incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the fiscal year ended December 31, 2023[560] PART IV Exhibits, Financial Statement Schedules This section lists the company's filed financial statements and schedules, including consolidated balance sheets, income statements, and cash flow statements, with related notes and the independent registered public accounting firm's report, alongside a detailed exhibit index covering corporate documents, debt agreements, and certifications - This item lists the company's filed financial statements, including consolidated balance sheets, income statements, comprehensive income statements, statements of changes in stockholders' equity, and cash flow statements, along with related notes and the independent registered public accounting firm's report[565] - The exhibit index includes corporate charters, debt agreements, incentive compensation plans, executive agreements, and various certification documents, such as those from the Chief Executive Officer and Chief Financial Officer[449][460][462][466][518][567][568][569][570][571][572] Form 10-K Summary There is no Form 10-K summary in this report - There is no Form 10-K summary in this report[458]