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.

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 ~~October 28, 2021,~~July 27, 2022, the registrant had ~~69,102,003~~67,864,260 shares of common stock, $0.01 par value per share, outstanding.


	September 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
	(unaudited)						(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	51,507		$	67,719		$	18,134		$	39,069
Accounts receivable, net		99,233			93,649			104,402			98,893
Prepaid expenses		9,961			6,491			11,330			7,810
Other current assets		1,009			10,222			3,796			1,665
Total current assets		161,710			178,081			137,662			147,437
Property and equipment, net		46,194			41,323			43,529			43,005
Goodwill								103,194			26,227
Intangible assets, net		770,829			835,166			745,405			769,424
Investments and other assets, net		19,394			21,142			21,669			21,112
Total assets	$	998,127		$	1,075,712		$	1,051,459		$	1,007,205
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	15,738		$	16,512		$	13,212		$	15,420
Accrued compensation		17,952			18,319			13,708			23,612
Current portion of long-term debt		7,687			7,756
Current portion of long-term debt, net								11,522			8,941
Other accrued liabilities		55,010			47,781			46,383			46,317
Total current liabilities		96,387			90,368			84,825			94,290
Noncurrent liabilities:
Long-term debt		470,520			576,143
Deferred tax liability		30,792			30,800
Long-term debt, net								495,968			457,383
Other noncurrent liabilities		33,868			38,225			79,278			57,512
Total noncurrent liabilities		535,180			645,168			575,246			514,895
Total liabilities		631,567			735,536			660,071			609,185
Commitments and contingencies
Stockholders' equity:
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
Preferred Stock at par, $0.01 par value; 5,000 shares authorized; 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively								0			0
Common Stock at par, $0.01 par value; 300,000 shares authorized; 68,244 and 69,170 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively								682			692
Additional paid-in capital		1,539,583			1,530,493			1,526,203			1,544,712
Accumulated deficit		(1,170,512	)		(1,184,187	)		(1,135,497	)		(1,145,382	)
Accumulated other comprehensive loss		(3,201	)		(6,804	)		—			(2,002	)
Total stockholders' equity		366,560			340,176			391,388			398,020
Total liabilities and stockholders' equity	$	998,127		$	1,075,712		$	1,051,459		$	1,007,205

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Revenue:
Dealer	$	139,321		$	123,955		$	409,145		$	332,558		$	143,987		$	136,866		$	284,403		$	269,824
OEM and National		15,273			17,753			49,671			53,167			14,144			16,329			29,318			34,398
Other		1,959			2,684			6,562			8,770			4,742			2,335			7,359			4,603
Total revenue		156,553			144,392			465,378			394,495			162,873			155,530			321,080			308,825
Operating expenses:
Cost of revenue and operations		28,928			25,434			84,978			74,376			29,504			28,219			57,256			56,050
Product and technology		20,132			15,455			56,326			42,359			23,117			19,434			44,424			36,194
Marketing and sales		51,948			45,776			156,468			132,734			54,655			51,309			111,749			104,520
General and administrative		17,919			13,289			46,800			43,866			17,211			15,615			33,771			28,881
Affiliate revenue share		0			0			0			10,970
Depreciation and amortization		25,552			25,375			76,530			87,529			23,001			25,298			47,554			50,978
Goodwill and intangible asset impairment		0			0			0			905,885
Total operating expenses		144,479			125,329			421,102			1,297,719			147,488			139,875			294,754			276,623
Operating income (loss)		12,074			19,063			44,276			(903,224	)
Operating income														15,385			15,655			26,326			32,202
Nonoperating expense:
Interest expense, net		(9,522	)		(10,779	)		(29,362	)		(26,229	)		(9,047	)		(9,839	)		(18,377	)		(19,840	)
Other income (expense), net		19			1,957			18			(6,987	)
Other (expense) income, net														(54	)		(39	)		154			(1	)
Total nonoperating expense, net		(9,503	)		(8,822	)		(29,344	)		(33,216	)		(9,101	)		(9,878	)		(18,223	)		(19,841	)
Income (loss) before income taxes		2,571			10,241			14,932			(936,440	)
Income before income taxes														6,284			5,777			8,103			12,361
Income tax expense (benefit)		140			22,502			1,257			(112,101	)		739			(189	)		(1,782	)		1,117
Net income (loss)	$	2,431		$	(12,261	)	$	13,675		$	(824,339	)
Net income													$	5,545		$	5,966		$	9,885		$	11,244
Weighted-average common shares outstanding:
Basic		69,067			67,295			68,576			67,163			69,194			68,869			69,329			68,328
Diluted		70,945			67,295			71,065			67,163			70,257			70,694			70,505			70,790
Earnings (loss) per share:
Earnings per share:
Basic	$	0.04		$	(0.18	)	$	0.20		$	(12.27	)	$	0.08		$	0.09		$	0.14		$	0.16
Diluted		0.03			(0.18	)		0.19			(12.27	)		0.08			0.08			0.14			0.16

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


	Nine Months Ended September 30,						Six Months Ended June 30,
	2021			2020			2022			2021
Cash flows from operating activities:
Net income (loss)	$	13,675		$	(824,339	)
Adjustments to reconcile Net income (loss) to Net cash provided by operating activities:
Net income							$	9,885		$	11,244
Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation		12,193			15,085			7,857			7,980
Amortization of intangible assets		64,337			72,444			39,697			42,998
Goodwill and intangible asset impairment		0			905,885
Impairment of non-marketable security		0			9,447
Unrealized gain on interest rate swap		0			(2,482	)
Amortization of accumulated other comprehensive loss on interest rate swap		4,252			2,101
Amortization of Accumulated other comprehensive loss on interest rate swap								2,362			2,835
Stock-based compensation		16,156			10,338			11,628			10,670
Deferred income taxes		(659	)		(102,199	)		(92	)		(442	)
Provision for doubtful accounts		350			3,854			463			211
Amortization of debt issuance costs		2,513			2,420			1,630			1,657
Amortization of deferred revenue related to Accu-Trade Acquisition								(1,767	)		0
Other, net		722			121			173			(44	)
Changes in operating assets and liabilities:
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(5,933	)		8,814			(4,383	)		(7,053	)
Prepaid expenses		(3,470	)		(4,089	)
Other current assets		9,240			(9,968	)
Other assets		1,141			819
Prepaid expenses and other assets								(6,683	)		7,829
Accounts payable		(796	)		7,465			(2,422	)		8,888
Accrued compensation		(367	)		211			(9,904	)		(4,393	)
Other accrued liabilities		7,229			4,349
Other noncurrent liabilities		(4,357	)		(3,410	)
Other liabilities								(6,164	)		(2,761	)
Net cash provided by operating activities		116,226			96,866			42,280			79,619
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired								(64,770	)		0
Purchase of property and equipment		(17,879	)		(12,603	)		(8,555	)		(13,095	)
Net cash used in investing activities		(17,879	)		(12,603	)		(73,325	)		(13,095	)
Cash flows from financing activities:
Proceeds from revolving loan borrowings		0			165,000
Proceeds from Revolving Loan borrowings								45,000			0
Payments of long-term debt		(107,500	)		(215,312	)		(5,000	)		(75,000	)
Stock-based compensation plans, net		(7,050	)		(329	)
Payments for stock-based compensation plans, net								(6,838	)		(7,049	)
Repurchases of common stock								(23,052	)		0
Payments of debt issuance costs and other fees		(9	)		(3,402	)		0			(9	)
Net cash used in financing activities		(114,559	)		(54,043	)
Net (decrease) increase in cash and cash equivalents		(16,212	)		30,220
Net cash provided by (used in) financing activities								10,110			(82,058	)
Net decrease in cash and cash equivalents								(20,935	)		(15,534	)
Cash and cash equivalents at beginning of period		67,719			13,549			39,069			67,719
Cash and cash equivalents at end of period	$	51,507		$	43,769		$	18,134		$	52,185
Supplemental cash flow information:
Cash (received) paid for income taxes	$	(8,392	)	$	478
Cash paid for interest and interest rate swap		22,687			21,512
Cash paid (received) for income taxes							$	629		$	(8,875	)
Cash paid for interest and swap								17,664			19,634

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

NOTE 1. Description of Business and Summary of Significant Accounting Policies

Description of Business. Cars.com Inc. (the “Company” or “CARS”) is a leading automotive marketplace platform that provides a robust set of ~~industry specific~~ digital ~~solutions. Through the marketplace, dealer websites and other digital products, the~~solutions that connect car shoppers with sellers. 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 data, resources and ~~information~~digital tools needed to make ~~confident car~~informed buying ~~decisions. The~~decisions and seamlessly connect with automotive retailers. In a rapidly changing market, CARS enables dealerships and automotive manufacturers (“OEMs”), with innovative technical solutions and data-driven intelligence, to better reach and influence ready-to-buy shoppers, increase inventory turn and gain market share.

In addition to Cars.com™, the Company’s brands include Dealer Inspire®, a website and digital solutions ~~strategy builds on~~provider enabling dealerships to be more efficient through connected digital experiences; FUEL™, an advertising solution providing dealers and OEMs the ~~rich data and~~benefit of leveraging targeted digital video marketing to Cars.com’s audience of ~~its~~in-market car shoppers; DealerRater®, a leading car dealer review and reputation management technology solution; CreditIQ™, digital ~~marketplace to offer media~~financing technology and ~~solutions that drive growth~~Accu-Trade™, vehicle valuation and ~~efficiency for the automotive industry.~~appraisal technology. The ~~Company’s~~Company's portfolio of brands also includes ~~Cars.com, Dealer Inspire, FUEL, DealerRater, Auto.com, PickupTrucks.com~~Auto.com™, PickupTrucks.com™ and ~~NewCars.com.~~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,~~2021, which are included in the Company's Annual Report on Form 10-K ~~dated~~as filed with the SEC on February 25, ~~2021~~2022 (the “December 31, ~~2020~~2021 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~~2021 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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of results that may be expected for the year ending December 31, ~~2021.~~2022.

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.

Correction of Certain Amounts Relating to Previously Issued Financial Statements. During the first quarter of 2022, the Company identified a $30.8 million overstatement of the valuation allowance recorded against deferred tax assets that originated in 2020. In addition, the Company adjusted 2020 to reflect an immaterial income tax adjustment related to this same period. The Company has concluded that these items are not material to the previously issued Consolidated Financial Statements and has therefore corrected these prior period amounts as presented in the Consolidated Financial Statements for the six months ended June 30, 2022. The impact of correcting these items on the related financial statement line items is as follows (in thousands):

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)


Consolidated Balance Sheet
	As of December 31, 2021
Financial statement line item	As reported			Adjustment			As adjusted
Deferred tax liability	$	31,086		$	(31,086	)	$	0
Total noncurrent liabilities		545,981			(31,086	)		514,895
Total liabilities		640,271			(31,086	)		609,185

Consolidated Balance Sheet and Statement of Stockholders' Equity
	As of December 31, 2021
Financial statement line item	As reported			Adjustment			As adjusted
Accumulated deficit	$	(1,176,468	)	$	31,086		$	(1,145,382	)
Total stockholders' equity		366,934			31,086			398,020

Consolidated Statement of Stockholders' Equity
	Six Months Ended June 30, 2021
Financial statement line item	As reported			Adjustment			As adjusted
Accumulated deficit balance at December 31, 2020	$	(1,184,187	)	$	28,014		$	(1,156,173	)
Total stockholders' equity balance at December 31, 2020		340,176			28,014			368,190
Accumulated deficit balance at March 31, 2021		(1,178,909	)		28,014			(1,150,895	)
Total stockholders' equity balance at March 31, 2021		346,002			28,014			374,016
Accumulated deficit balance at June 30, 2021		(1,172,943	)		28,014			(1,144,929	)
Total stockholders' equity balance at June 30, 2021		357,442			28,014			385,456

These adjustments had no impact to Net cash provided by operating activities, Net cash used in investing activities or Net cash provided by (used in) financing activities on the Consolidated Statements of Cash Flows. In addition, these adjustments had no impact to the Consolidated Statements of Income and Earnings per share for the three and six months ended June 30, 2021.

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 September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
Major products and services	2021		2020		2021		2020		2022		2021		2022		2021
Subscription advertising and digital solutions	$	131,293	$	116,933	$	385,472	$	313,645	$	135,432	$	128,733	$	267,679	$	254,179
Display advertising		20,766		20,643		64,045		60,560		20,859		21,322		41,908		43,279
Pay per lead		2,739		4,310		9,779		14,822		2,129		3,280		4,546		7,040
Other		1,755		2,506		6,082		5,468		4,453		2,195		6,947		4,327
Total revenue	$	156,553	$	144,392	$	465,378	$	394,495	$	162,873	$	155,530	$	321,080	$	308,825

NOTE 3. Goodwill, Indefinite-lived Intangible Asset and Business Combination

The changes in the carrying amount of goodwill and indefinite-lived intangible asset are as follows (in thousands):


	December 31, 2021		Additions		Adjustment (1)		Impairment		June 30, 2022
Goodwill	$	26,227	$	75,536	$	1,431	$	—	$	103,194
Indefinite-lived intangible asset		390,020		—		—		—		390,020

(1)

During the quarter ended June 30, 2022, the Company recorded a purchase accounting adjustment related to contingent consideration.

Business Combinations. The below transactions were accounted for as business combinations.

Accu-Trade Acquisition.On March 1, 2022, the Company acquired certain of the assets and assumed certain liabilities of Accu-Trade, LLC; Accu-Trade Canada, LLC; Galves Market Data; and Headstart Logistics, LLC d/b/a/ MADE Logistics (collectively,

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

“Accu-Trade”), which provides dealers with vehicle VIN-specific valuation and appraisal data, instant guaranteed offer capabilities and logistics technology (the “Accu-Trade Acquisition”).

The Company expensed as incurred total acquisition costs of $2.0 million, of which $1.0 million were recorded during the six months ended June 30, 2022. These costs were recorded in General and administrative in the Consolidated Statements of Income.

Preliminary Purchase Price Allocation. The preliminary fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third-party valuations that utilize customary valuation procedures and techniques, such as the multi-period excess earnings and the relief of royalty methods. These preliminary fair values are subject to change within the one-year measurement period. The Accu-Trade Acquisition purchase price allocation is as follows (in thousands):

~~NOTE 3. Goodwill~~


	Preliminary Acquisition-date Fair Value
Cash consideration	$	64,770
Other consideration (1)		5,300
Contingent consideration (2) (3)		23,936
Total purchase consideration (3)	$	94,006

Assets acquired (4)	$	1,595
Identified intangible assets (5)		15,679
Total assets acquired		17,274
Total liabilities assumed (6)		(235	)
Net identifiable assets		17,039
Goodwill (3)		76,967
Total purchase consideration (3)	$	94,006

(1)

In connection with the Accu-Trade Acquisition, the Company entered into an agreement to provide one of the former owners with a one-year license to a certain product. The preliminary fair value of the license was determined to be $6.5 million, of which the Company received $1.2 million in cash upon the close of the Accu-Trade Acquisition. The $5.3 million difference between the fair value of $6.5 million and ~~Indefinite-lived Intangible Asset~~the $1.2 million in cash was recorded as non-cash consideration and the $6.5 million license fee was recorded in Other accrued liabilities as a contract liability on the Consolidated Balance Sheets and will be amortized into Other revenue on the Consolidated Statements of Income over the one-year contract term. The current period revenue related to the non-cash consideration of $5.3 million is a non-cash reconciling item titled Amortization of deferred revenue related to Accu-Trade Acquisition on the Consolidated Statements of Cash Flows.

(2)

As part of the Accu-Trade Acquisition, the Company may be required to pay additional consideration to the former owners based on achievement of certain financial targets, which would result in a variable number of shares being issued. The Company has the option to pay consideration in cash or stock. The actual amount to be paid will be based on the acquired business’ future performance to be attained over a three-year performance period. The contingent consideration is classified as Level 3 in the fair value hierarchy. The fair value is measured based on a Monte Carlo simulation based on the following significant inputs: volatility, discount rate and projected financial information. Any changes in the fair value will be recorded within the General and Administrative line on the Consolidated Statements of Income.

(3)

During the quarter ended June 30, 2022, the Company recorded a $1.4 million purchase accounting adjustment.

(4)

Assets acquired primarily consist of accounts receivable.

(5)

Preliminary information regarding the identifiable intangible assets acquired is as follows:

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

(6)

Total liabilities assumed primarily consist of accounts payable.

Goodwill. In ~~March 2020,~~connection with the Accu-Trade Acquisition, the Company ~~determined there was a triggering event, caused by~~recorded goodwill in the ~~economic impacts~~amount of $77.0 million, which is primarily attributable to sales growth from existing and future technology, product offerings, customers and the value 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~~acquired assembled workforce. All of the goodwill is considered deductible for income tax purposes.

CreditIQ Acquisition.On November 5, 2021, the Company acquired all of the outstanding stock of CreditIQ, Inc. (the “CIQ Acquisition”), an automotive fintech platform that provides instant online loan screening and ~~indefinite-lived intangible asset impairment tests indicated at~~approvals to facilitate online car buying. Through the ~~time, due~~CIQ Acquisition, the Company will provide dealers with access to advanced digital financing technology across the CARS platform.

The Company expensed as incurred total acquisition costs of $1.4 million, of which $0.2 million were recorded during the six months ended June 30, 2022. These costs were recorded in General and administrative in the Consolidated Statements of Income. In connection with the CIQ Acquisition, CreditIQ’s unvested equity awards were cash-settled for a total of $9.6 million. The fair value of these awards was based on the price paid per common share to the ~~projected impacts~~owners of ~~COVID-19, that~~ the ~~carrying values exceeded~~acquired business and recognized immediately after the ~~estimated~~CIQ Acquisition in November 2021 as compensation expense in the Company’s Consolidated Statements of Income.

Preliminary Purchase Price Allocation. The fair values assigned to the tangible and ~~thus,~~intangible assets acquired and liabilities assumed were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third-party valuations that utilize customary valuation procedures and techniques, such as the multi-period excess earnings and the relief of royalty methods. The preliminary fair values of all assets acquired and liabilities assumed are subject to change within the one-year measurement period. The CIQ Acquisition purchase price allocation is as follows (in thousands):


	Preliminary Acquisition-date Fair Value
Cash consideration (1)	$	29,965
Contingent consideration (2)		23,805
Cash settlement of CIQ Acquisition's unvested equity awards (3)		(9,626	)
Total purchase consideration	$	44,144

Assets acquired (4)	$	193
Identified intangible assets (5)		19,900
Total assets acquired		20,093
Total liabilities assumed (6)		(2,176	)
Net identifiable assets		17,917
Goodwill		26,227
Total purchase consideration	$	44,144

(1)

A reconciliation of cash consideration to Payments for the CIQ Acquisition, net of cash acquired is as follows (in thousands):


Cash consideration	$	29,965
Less: Cash settlement of CIQ Acquisition's unvested equity awards (3)		(9,626	)
Less: Cash acquired		(81	)
Payments for CIQ Acquisition, net of cash acquired	$	20,258

(2)

As part of the CIQ Acquisition, the Company may be required to pay up to an additional $50.0 million in cash consideration to the former owners based on two earn-out achievement objectives, including an earnings-related metric and lender market share. The actual amount to be paid will be based on the acquired business’ future performance to be attained over a three-year performance period with a mutually agreed-upon option for a fourth year. The contingent consideration is classified as Level 3 in the fair value hierarchy. The fair value is measured based on a Monte Carlo simulation or a scenario-based method based on the following significant inputs: volatility, discount rate and projected financial information. No significant changes in fair value of the contingent consideration have occurred since the CIQ Acquisition. Any changes in the fair value will be recorded within the General and Administrative line on the Consolidated Statements of Income.

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

(3)

In connection with the CIQ Acquisition, CreditIQ’s unvested equity awards were cash-settled. The fair value of these awards was $9.6 million and was based on the price paid per common share to the owners of the acquired business and recognized immediately after the CIQ Acquisition in November 2021 as compensation expense in General and administrative expense on the Company’s Consolidated Statements of Income.

(4)

Assets acquired primarily consist of cash and cash equivalents and accounts receivable.

(5)

Preliminary information regarding the identifiable intangible assets acquired is as follows:

(6)

Total liabilities assumed includes accounts payable, deferred income tax liabilities, net and other liabilities.

Goodwill. In connection with the CIQ Acquisition, the Company recorded ~~an impairment~~goodwill in the amount of $~~505.9~~26.2 million, which is primarily attributable to sales growth from existing and $~~400.0~~ ~~million related to its~~future technology, product offerings, customers and the value of the acquired assembled workforce. None of the goodwill ~~and indefinite-lived intangible asset, respectively.~~is considered deductible for income tax purposes.

NOTE 4. Debt

As of ~~September~~June 30, ~~2021,~~2022, the Company was in compliance with the covenants under its debt agreements.

Term Loan. As of ~~September~~June 30, ~~2021,~~2022, the outstanding principal amount under the Term Loan was $~~90.0~~72.5 million and the interest rate in effect was ~~2.5~~4.3%~~, not including the impact of the interest rate swap.~~. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company made $~~107.5~~5.0 million in Term Loan ~~payments, of which $100.0~~ ~~million were voluntary prepayments.~~payments.

Revolving Loan. As of ~~September~~June 30, ~~2021,~~2022, the outstanding borrowings under the Revolving Loan were $~~230.0~~45.0 million and the interest rate in effect was 3.7%. As of June 30, 2022, $185.0 million was available to borrow under the Revolving Loan. The ~~Company had~~ 0 ~~drawdowns on the Revolving Loan during the nine months ended September~~Company’s borrowings are limited by its Senior Secured Leverage Ratio and Consolidated Interest Coverage Ratio, which are calculated in accordance with our Credit Agreement, and were 0.7x and 5.2x as of June 30, ~~2021.~~2022, respectively.

Senior Unsecured Notes. In October 2020, the Company issued $400.0 million aggregate principal amount of ~~6.375% senior unsecured notes~~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 ~~September~~June 30, 2022, the fair value of the outstanding indebtedness was approximately $449.1 million, compared to the carrying value $517.5 million. As of December 31, 2021, the fair value of the outstanding indebtedness was approximately $~~510.1~~502.7 million, compared to the carrying value of $~~490.0~~477.5 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 and Revolving Loan is floating and, therefore, subject to fluctuations. In order to manage the risk associated with changes in interest rates on its borrowing under the ~~initial~~ Term Loan and Revolving Loan prior to the October 2020 refinancing, the Company entered into an interest rate swap (the “Swap”) effective December 31, 2018. Under the terms of the Swap, the Company iswas locked into a fixed rate of interest of 2.96% plus an applicable margin, as defined in the Company’s Credit Agreement, on a notional amount of $300 million until May 31, 2022. ~~The~~Although the Swap was initially designated as a cash flow hedge of interest rate ~~risk.~~

~~During~~risk, hedge accounting was discontinued in June 2020. The loss on 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~~was recorded 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 at that time was ~~frozen and is now being ratably reclassified~~amortized into ~~Net income (loss) over the remaining life of the Swap through Interest expense, net and Income tax expense (benefit) within~~ the Consolidated Statements of Income ~~(Loss). Subsequent to~~over the ~~second amendment, any changes in the fair value~~remaining term of the ~~Swap are recorded within Other income (expense), net on the Consolidated Statements of Income (Loss).~~Swap.

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 LoanThe Swap expired on May 31, 2022 and, 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) 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 besuch, is no longer recorded ~~within Other income (expense), net~~ on the Consolidated ~~Statements of Income (Loss).~~

Balance Sheets. As of ~~September 30,~~December 31, 2021, the fair value of the Swap was an unrealized loss of $~~5.8~~3.5 million, which iswas recorded in Other accrued liabilities on the Consolidated Balance Sheets. ~~As of December 31, 2020,~~During the ~~fair value of the Swap was an unrealized loss of~~six months ended June 30, 2022 and 2021, $~~12.1~~ ~~million, of which $8.5~~2.4 million and $~~3.6~~ ~~million was recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the nine months ended September 30, 2021 and 2020, $4.3~~ ~~million and $2.5~~2.8 million was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net, respectively. During the ~~nine~~six months ended June 30, 2022, the Company

811

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

~~ended September 30, 2021, the Company~~ made payments of $~~6.4~~3.3 million related to the Swap and $~~0.7~~0.4 million was reclassified as a tax benefit from Accumulated other comprehensive loss into Income tax expense (benefit) on the Consolidated Statements of ~~Income (Loss).~~Income.

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. Stockholders' Equity

In February 2022, the Company's Board of Directors authorized a three-year share repurchase program to acquire up to $200 million of the Company's common stock. The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws and other applicable legal requirements, and subject to the Company's blackout periods. The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors including price. The repurchase program may be suspended or discontinued at any time and does not obligate the Company to repurchase any dollar amount or particular amount of shares. The Company funds the share repurchase program principally with cash from operations. During the six months ended June 30, 2022, the Company repurchased and subsequently retired 2.1 million shares for $23.3 million at an average price paid per share of $11.34.

NOTE 7.8. Stock-Based Compensation

Restricted ~~Stock~~Share 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~~ 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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 is as follows (in thousands, except for weighted-average grant date fair value):


	Number of RSUs			Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2021		3,683		$	10.95
Granted		2,115			14.38
Vested and delivered		(1,517	)		10.55
Forfeited		(471	)		12.45
Outstanding as of June 30, 2022 (1)		3,810			12.83

Number
of RSUs and Restricted Stock

Weighted-Average
Grant Date
Fair Value

Outstanding as of December 31, 2020

4,061

$
8.31

Granted

1,626

14.98

Vested and delivered

(1,578
)

8.46

Forfeited

(275
)

9.65

Outstanding as of September 30, 2021 (1)

3,834

10.98

(1)

Included in “Outstanding as of ~~September~~June 30, ~~2021”~~2022” are 63 RSUs that were vested, but not yet delivered.

Performance ~~Stock~~Share Units (“PSUs”). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. The percentage of PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s future performance related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization targets over a three-year performance period. These PSUs are subject to cliff vesting at the end of the respective performance period. PSU activity for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 is as follows (in thousands, except for weighted-average grant date fair value):

Number
of PSUs

Weighted-Average
Grant Date
Fair Value

Outstanding as of December 31, 2020

730
��

$
9.28

Granted

0

0

Vested and delivered

(588
)

5.74

Forfeited

0

0

Outstanding as of September 30, 2021

142

23.98

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)


	Number of PSUs			Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2021		142		$	23.98
Granted		275			15.07
Vested and delivered		(142	)		23.98
Forfeited		(59	)		15.07
Outstanding as of June 30, 2022		216			15.07

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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 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

Outstanding as of December 31, 2020

513

$
2.80

9.22

$
3,028

Granted

291

9.63

—

—

Exercised

0

0

—

—

Forfeited

0

0

—

—

Outstanding as of September 30, 2021

804

5.27

8.83

3,721

Exercisable as of September 30, 2021

0

0

—

—


	Number of Options		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2021		804	$	5.27		8.58	$	5,754
Granted		263		9.39
Vested and delivered		0		0
Forfeited		0		0
Outstanding as of June 30, 2022		1,067		6.28		8.48		2,068
Exercisable as of June 30, 2022		0		—		—		—

The fair value of the stock options granted during the ~~nine~~six months ended ~~September~~June 30, 2022 and June 30, 2021 are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions:


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


	2022			2021
Risk-free interest rate		2.21	%		1.15	%
Weighted-average volatility		65.22	%		69.00	%
Dividend yield		0	%		0	%
Expected years until exercise		6.5			6.5

NOTE 10. Income Taxes

Deferred Tax Asset and Valuation Allowance.~~Due to the goodwill and indefinite-lived intangible asset impairments recorded during the year ended December 31, 2020, the~~ The Company has concluded a valuation allowance is required against its deferred tax assets as of ~~September~~June 30, ~~2021.~~2022. 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, primarily due to the goodwill and indefinite-lived intangible asset impairments, 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

~~Cars.com Inc.~~

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

~~(Unaudited)~~

~~September~~ June 30, ~~2021~~2022 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.

~~Tax Refund.~~ ~~During the nine months ended 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 (benefit) as a percentage of Income before income tax, was (~~8.4~~22.0)% for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, which varied from the statutory federal income tax rate of 21%, primarily due to the tax ~~benefit~~benefits realized on ~~stock-based compensation, partially offset by~~a partial release of the valuation allowance, onstock-based compensation and the ~~Company’s net deferred tax asset position recorded during the nine months ended September 30, 2021. The effective income tax rate was~~ ~~12.0% for the nine months ended September 30, 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 nine months ended September 30, 2020.~~uncertain tax positions.


(In thousands, except percentages)	Three Months Ended September 30, 2021					Nine Months Ended September 30, 2021					Three Months Ended June 30, 2022					Six Months Ended June 30, 2022
Income tax provision at statutory rate	$	540		21.0	%	$	3,136		21.0	%	$	1,319		21.0	%	$	1,701		21.0	%
State income taxes, net of federal income tax benefit		73		2.8			510		3.4			342		5.4			546		6.7
Tax credits		(51	)	(2.0	)		(871	)	(5.8	)
Stock-based compensation		(48	)	(1.9	)		(2,950	)	(19.8	)		214		3.4			(1,211	)	(14.9	)
Uncertain tax positions		(145	)	(5.6	)		1,066		7.1			—		—			(1,015	)	(12.5	)
Valuation allowance		66		2.6			1,293		8.7			(1,530	)	(24.3	)		(2,447	)	(30.2	)
Other, net		(295	)	(11.5	)		(927	)	(6.2	)		394		6.3			644		7.9
Income tax expense	$	140		5.4	%	$	1,257		8.4	%
Income tax expense (benefit)											$	739		11.8	%	$	(1,782	)	(22.0	)%

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 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 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. 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. 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, global supply chain shortages, rising fuel prices 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 the supply chain, are inherently uncertain. These statements are expressed in good faith and we believe these judgments are ~~reasonable. However,~~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:

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~~2021, as filed with the Securities and Exchange Commission (“SEC”) on February 25, ~~2021, our subsequent Quarterly Reports on Form 10-Q,~~2022, 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. 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.

We are a leading automotive marketplace platform that provides a robust set of ~~industry specific~~ digital ~~solutions. Through our marketplace, dealer websites and other digital products, we showcase dealer inventory, elevate and amplify dealers’ and automotive manufacturers’ (“OEMs”) brands,~~solutions that connect ~~sellers~~car shoppers with ~~our ready-to-buy audience and~~sellers. We empower shoppers with the data, resources and ~~information~~digital tools needed to make ~~confident car~~informed buying ~~decisions. Our~~decisions and seamlessly connect with automotive retailers. In a rapidly changing market, we enable dealerships and automotive manufacturers (“OEMs”), with innovative technical solutions and data-driven intelligence, to better reach and influence ready-to-buy shoppers, increase inventory turn and gain market share.

In addition to Cars.com™, our brands include Dealer Inspire®, a website and digital solutions ~~strategy builds on~~provider enabling dealerships to be more efficient through connected digital experiences; FUEL™, an advertising solution providing dealers and OEMs the ~~rich data and~~benefit of leveraging targeted digital video marketing to Cars.com’s audience of ~~our~~in-market car shoppers; DealerRater®, a leading car dealer review and reputation management technology solution; CreditIQ™, digital ~~marketplace to offer media~~financing technology and ~~solutions that drive growth~~Accu-Trade™, vehicle valuation and ~~efficiency for the automotive industry.~~appraisal technology. Our portfolio of brands also includes ~~Cars.com, Dealer Inspire, FUEL, DealerRater, Auto.com, PickupTrucks.com~~Auto.com™, PickupTrucks.com™ and ~~NewCars.com.~~NewCars.com®.

~~Dealer Customers.~~Accu-Trade Acquisition. In March 2022, we acquired certain assets and assumed certain liabilities of Accu-Trade, LLC; Accu-Trade Canada, LLC; Galves Market Data; and Headstart Logistics, LLC d/b/a MADE Logistics (collectively, “Accu-Trade”), which includes real-time, VIN-specific appraisal and valuation data, instant guaranteed offer capabilities and logistics technology (the “Accu-Trade Acquisition”). Consideration for the ~~third quarter~~transaction was composed of ~~2021, Dealer Customers increased by 1%, or 184 Dealer Customers, as compared with June 30, 2021, continuing five consecutive quarters~~$64.8 million of ~~growth~~cash and $5.3 million in ~~Dealer Customers~~other consideration. As part of the transaction, upon achievement of certain financial targets, we may be required to pay additional cash and ~~surpassing Dealer Customers as of March 31, 2020.~~

Total Dealer Customers increased by 899, as compared with 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 duestock consideration to the ~~COVID-19 pandemic.~~former owners.

~~FUEL.~~CreditIQ Acquisition. ~~Launched in early 2020, FUEL is~~In November 2021, we acquired all the outstanding stock of CreditIQ, Inc. (the "CIQ Acquisition"), an automotive fintech platform that provides instant online loan screening and approvals to facilitate online car buying. Through the CIQ Acquisition, we will provide dealers with access to advanced digital financing technology across the CARS platform. Using cash on hand, we paid $30.0 million at the closing excluding transaction fees and expenses. As part of the transaction, we may be required to pay additional cash consideration of up to $50.0 million based on future performance over a unique, high-ROI, targeted video advertising solution that generates superior returns 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.three-year period with a mutually agreed upon option for a fourth year.

Share Repurchase Program. In February 2022, our Board of Directors authorized a three-year share repurchase program to acquire up to $200 million of the Company's common stock. We may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws and other applicable legal requirements, and subject to our blackout periods. We will fund the share repurchase program principally with cash from operations. During the six months ended June 30, 2022, the Company repurchased and subsequently retired 2.1 million shares for $23.3 million at an average price paid per share of $11.34.

~~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 U.S. dealerships.~~

~~Technology Transformation.~~ In June 2021, we announced the completion of 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 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 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 nine months ended September 30, 2021, we made $107.5 million of debt repayments, of which $100.0 million were voluntary 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 nine months ended 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, reduced consumer spending and supply chain disruptions impacted the greater macroeconomic automotive industry.

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~~The most critical of these key metrics are as follows:

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

~~Traffic.~~Traffic ("Visits"). 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.

~~Due~~The decline in traffic for the three and six months ended June 30, 2022 was primarily due to ~~the record high~~elevated traffic in the ~~third quarter of 2020~~prior year period related to an increase in consumer confidence and heightened consumer demand from the ~~midst of COVID-related restrictions,~~federal economic stimulus program that ran during the ~~Company experienced a decline in Traffic year-over-year for the three~~six months ended ~~September~~June 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 essentially flat compared to the 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.

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~~The growth in UVs for the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~2022 as compared to the decline in Traffic was primarily related to ~~heightened consumer demand resulting from an increase~~changes in ~~consumer confidence~~our traffic mix and to shifts in our marketing strategy to drive greater growth in market share. In addition, due to the ~~economic stimulus during the first half of 2021. This was partially offset by certain short-term negative impacts in connection~~continued lower vehicle inventory levels, we believe our users now have a shorter shopping lifecycle and are purchasing cars with ~~the completion of the Technology Transformation.~~fewer visits.

Average Revenue Per Dealer (“ARPD”). We believe that our ability to grow ARPD is an indicator of the value proposition of our platform. We define ARPD as Dealer revenue, excluding digital advertising services, during the period divided by the monthly average number of Dealer Customers during the same period. For the three months ended June 30, 2022, Accu-Trade is included in our ARPD metric, which had an immaterial impact on ARPD; however, no prior period has been recast as it would be impracticable to do so.

For the three months ended June 30, 2022, ARPD increased 1% and ~~7% from~~2% compared to the three months ended June 30, 2021 and ~~September 30, 2020,~~March 31, 2022, respectively, primarily driven by growth in ~~FUEL revenue,~~digital solutions, as well as growth in ~~digital solutions.~~FUEL revenue.

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. As of June 30, 2022, this key operating metric includes Accu-Trade; however, no prior period has been recast as it would be impracticable to do so.

~~Total~~ Dealer Customers increased 1%4% from June 30, 2021, ~~primarily~~ driven by ~~an increase in marketplaceand solutions only customers and sustained high retention rates.~~

~~Total Dealer Customers increased 5% from September 30, 2020. This increase was a result of~~ sustained high retention rates, ~~and~~strong new sales to Dealer Customers, ~~following~~as well as the ~~higher cancellations~~inclusion of ~~marketplace customers in 2020, principally due to the COVID-19 pandemic.~~180 Accu-Trade only dealers.

Dealer Customers was essentially flat from March 31, 2022 as the inclusion of 180 Accu-Trade only dealers was offset bycancellations related to a single digital dealer. Excluding the impact of the inclusion of Accu-Trade and cancellations related to a single digital dealer, Dealer Customers would have slightly increased in the period.

Factors Affecting Our Performance. Our business is impacted by the changes in the larger automotive ecosystem, including inventory supply and ~~supply chain~~supply-chain disruptions, which ~~is currently~~continue to be under pressure due to ~~semiconductor~~ shortages of key materials, and changes related to automotive advertising as well as other macroeconomic ~~factors.~~factors including inflation, rising interest rates and a potential recession. 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~~evolve 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,~~strong brand portfolio, growing high-quality audience, and suite of specialized digital solutions for advertisers and sales and service teams will assist us as we navigate a rapidly changing automotive environment. Additionally, we are focused on equipping our dealer 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 digital financing, vehicle appraisal, virtual showrooms ~~home delivery, online chat~~ and ~~our FUEL product that allows dealers to target~~digital advertising product targeting in-market ~~buyers on streaming platforms~~.buyers. 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~~continue to be 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.~~pandemic. 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.~~pandemic.

Three Months Ended ~~September~~June 30, ~~2021~~2022 Compared to Three Months Ended ~~September~~June 30, ~~2020~~2021


	Three Months Ended September 30,												Three Months Ended June 30,
(In thousands, except percentages)	2021			2020			$ Change			% Change			2022			2021			$ Change			% Change
Revenue:
Dealer	$	139,321		$	123,955		$	15,366			12	%	$	143,987		$	136,866		$	7,121			5	%
OEM and National		15,273			17,753			(2,480	)		(14	)%		14,144			16,329			(2,185	)		(13	)%
Other		1,959			2,684			(725	)		(27	)%		4,742			2,335			2,407			103	%
Total revenue		156,553			144,392			12,161			8	%		162,873			155,530			7,343			5	%
Operating expenses:
Cost of revenue and operations		28,928			25,434			3,494			14	%		29,504			28,219			1,285			5	%
Product and technology		20,132			15,455			4,677			30	%		23,117			19,434			3,683			19	%
Marketing and sales		51,948			45,776			6,172			13	%		54,655			51,309			3,346			7	%
General and administrative		17,919			13,289			4,630			35	%		17,211			15,615			1,596			10	%
Depreciation and amortization		25,552			25,375			177			1	%		23,001			25,298			(2,297	)		(9	)%
Total operating expenses		144,479			125,329			19,150			15	%		147,488			139,875			7,613			5	%
Operating income		12,074			19,063			(6,989	)		(37	)%		15,385			15,655			(270	)		(2	)%
Nonoperating expense:
Interest expense, net		(9,522	)		(10,779	)		1,257			(12	)%		(9,047	)		(9,839	)		792			(8	)%
Other income, net		19			1,957			(1,938	)		(99	)%
Other expense, net														(54	)		(39	)		(15	)		38	%
Total nonoperating expense, net		(9,503	)		(8,822	)		(681	)		8	%		(9,101	)		(9,878	)		777			(8	)%
Income before income taxes		2,571			10,241			(7,670	)		(75	)%		6,284			5,777			507			9	%
Income tax expense		140			22,502			(22,362	)		(99	)%
Net income (loss)	$	2,431		$	(12,261	)	$	14,692		***
Income tax expense (benefit)														739			(189	)		928		***
Net income													$	5,545		$	5,966		$	(421	)		(7	)%

Dealer revenue. Dealer revenue consists of marketplace and digital solutions sold to dealer customers. Dealer revenue is our largest revenue stream, representing ~~89.0% and 85.8%~~88% of total revenue for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively.~~2021. Dealer revenue increased ~~$15.4~~$7.1 million or ~~12%~~5% compared to the three months ended ~~September~~June 30, ~~2020,~~2021, driven by a 7%4% increase in Dealer Customers, as well as a 1% increase in ARPD from ~~September~~June 30, ~~2020, primarily due to growth in FUEL and digital solutions revenue and a 5% increase in Dealer Customers.~~2021.

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 ~~9.8%~~9% and ~~12.3%~~10% of total revenue for the three months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively. OEM and National revenue ~~declined 14%~~decreased 13%, primarily due to pullbacks in certain OEM spending associated with ~~fewer new model releases~~production delays and ~~continued inventory~~ shortages, both driven by supply-chain disruptions.

~~Operating expenses.~~ For the three months ended September 30, 2020, several of the financial statement line items described below were significantly lower as compared to the three months ended 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. The impact of the COVID-19 pandemic expense 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~~costs related to ~~our pay-per-lead products, third-party costs for~~ processing dealer vehicle inventory, pay-per-lead products, product fulfillment and compensation costs for the product fulfillment and customer service teams. Cost of revenue and operations expense represents ~~18.5% and 17.6%~~18% of total revenue for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively.~~2021. Cost of revenue and operations expense increased, primarily due to ~~the growth in FUEL and digital solutions, which have an inherently~~ higher ~~cost of revenue.~~compensation costs.

Product and technology. The product team creates and manages consumer and dealer-facing innovation ~~manages consumer~~and user ~~experience and includes the costs associated with our editorial, data strategy and search engine optimization teams.~~experience. The technology team develops and supports our products, websites and ~~websites.~~mobile apps. Product and technology expense includes compensation costs, ~~hardware/~~consulting costs, hardware and software maintenance, software licenses, data center and other infrastructure costs. Product and technology expense represents ~~12.9%~~14% and ~~10.7%~~12% of total revenue for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Product and technology expense increased,

primarily due to higher compensation and consulting costs, including costs related to the ~~prior year's COVID-19 pandemic expense adjustments, as well as timing of software license costs~~Accu-Trade and ~~continued investment in the business.~~CreditIQ Acquisitions.

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/~~display and video advertising and creative production, market research, trade events, ~~and~~ compensation costs and travel for the marketing, sales and sales support teams, as well as bad debt expense related to the allowance for doubtful accounts. Marketing and sales expense represents ~~33.2%~~34% and ~~31.7%~~33% of total revenue for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Marketing and sales expense increased, primarily due to ~~the prior year COVID-19 pandemic expense adjustments, as well as,~~ continued investment in ~~marketing~~ traffic generationin ~~2021.~~2022.

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.~~assets. General and administrative expense represents ~~11.4%~~11% and ~~9.2%~~10% of total revenue for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. General and administrative expense increased, ~~in part,~~primarily due to ~~the prior year COVID-19 pandemic expense adjustments, as well as, increased~~higher third-party costs and higher compensation ~~costs, including stock-based compensation and investment in infrastructure of the business.~~costs.

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.

Interest expense, net. Interest expense, net decreased by ~~$1.3~~$0.8 million compared to the prior year ~~period.~~period due to the maturity of the interest rate swap and a reduction in total indebtedness. 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”~~Statements (unaudited)” of this Quarterly Report on Form 10-Q.

Income tax expense (benefit). The effective income tax rate, expressed by calculating the Income tax expense (benefit) as a percentage of Income before income taxes, was ~~5.4%~~11.8% for the three months ended ~~September~~June 30, ~~2021,~~2022, and the Income tax expense was ~~$0.1~~$0.7 million. The effective income tax rate was lower than the statutory federal income tax rate of 21%, primarily due to the tax benefits realized on a partial release of the valuation allowance, partially offset by the impact of state income taxes.

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


	Nine Months Ended September 30,												Six Months Ended June 30,
(In thousands, except percentages)	2021			2020			$ Change			% Change			2022			2021			$ Change			% Change
Revenue:
Dealer	$	409,145		$	332,558		$	76,587			23	%	$	284,403		$	269,824		$	14,579			5	%
OEM and National		49,671			53,167			(3,496	)		(7	)%		29,318			34,398			(5,080	)		(15	)%
Other		6,562			8,770			(2,208	)		(25	)%		7,359			4,603			2,756			60	%
Total revenue		465,378			394,495			70,883			18	%		321,080			308,825			12,255			4	%
Operating expenses:
Cost of revenue and operations		84,978			74,376			10,602			14	%		57,256			56,050			1,206			2	%
Product and technology		56,326			42,359			13,967			33	%		44,424			36,194			8,230			23	%
Marketing and sales		156,468			132,734			23,734			18	%		111,749			104,520			7,229			7	%
General and administrative		46,800			43,866			2,934			7	%		33,771			28,881			4,890			17	%
Affiliate revenue share		—			10,970			(10,970	)	***
Depreciation and amortization		76,530			87,529			(10,999	)		(13	)%		47,554			50,978			(3,424	)		(7	)%
Goodwill and intangible asset impairment		—			905,885			(905,885	)	***
Total operating expenses		421,102			1,297,719			(876,617	)		(68	)%		294,754			276,623			18,131			7	%
Operating income (loss)		44,276			(903,224	)		947,500		***
Operating income														26,326			32,202			(5,876	)		(18	)%
Nonoperating expense:
Interest expense, net		(29,362	)		(26,229	)		(3,133	)		12	%		(18,377	)		(19,840	)		1,463			(7	)%
Other income (expense), net		18			(6,987	)		7,005		***				154			(1	)		155		***
Total nonoperating expense, net		(29,344	)		(33,216	)		3,872			(12	)%		(18,223	)		(19,841	)		1,618			(8	)%
Income (loss) before income taxes		14,932			(936,440	)		951,372		***
Income tax expense (benefit)		1,257			(112,101	)		113,358		***
Net income (loss)	$	13,675		$	(824,339	)	$	838,014		***
Income before income taxes														8,103			12,361			(4,258	)		(34	)%
Income tax (benefit) expense														(1,782	)		1,117			(2,899	)	***
Net income													$	9,885		$	11,244		$	(1,359	)		(12	)%

Dealer revenue. Dealer revenue ~~represents 87.9%~~is our largest revenue stream, representing 89% and ~~84.3%~~87% of total revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Dealer revenue increased ~~$76.6~~$14.6 million or ~~23%,~~5% compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021, driven by a 4% increase in 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,~~Customers, as well as a 5%1% increase in ~~Dealer Customers.~~ARPD from June 30, 2021.

OEM and National revenue. OEM and National revenue represents ~~10.7%~~9% and ~~13.5%~~11% of total revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. OEM and National revenue ~~declined 7%~~ decreased 15%, primarily due to pullbacks in certain OEM spending associated with ~~fewer new model releas~~escontinued production delays and ~~continued inventory~~ shortages, both driven by supply-chain disruptions.

~~Operating expenses.~~ For the nine months ended September 30, 2020, several of the financial statement line items described below were significantly lower as compared to the nine months ended 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 ~~18.3% and 18.9%~~18% of total revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, 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.~~compensation costs, partially offset by lower third-party costs.

Product and technology. Product and technology expense represents ~~12.1%~~14% and ~~10.7%~~12% of total revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Product and technology expense increased, primarily due to higher compensation and consulting costs, including costs associated with the ~~prior year's COVID-19 pandemic expense adjustments,~~Accu-Trade and CreditIQ Acquisitions, as well as ~~the timing of software licenses~~higher licensing and ~~continued investment in the business.~~other technology costs.

Marketing and sales. Marketing and sales expense represents ~~33.6%~~35% and 34% of total revenue for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020.~~respectively. Marketing and sales expense increased, primarily due to continued investment in marketing in 2022, including a return to in-person industry events that had been curtailed due to the ~~prior year's COVID-19 pandemic expense adjustments.~~pandemic.

General and administrative. General and administrative expense represents ~~10.1%~~11% and ~~11.1%~~9% of total revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. General and administrative expense increased, primarily due to ~~the prior year's COVID-19 pandemic expense adjustments,~~higher compensation costs, including stock-based compensation, as well as ~~increased compensation~~third-party costs ~~primarily~~and transaction-related costs related to ~~stock-based compensation~~.the Accu-Trade Acquisition.

~~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~~decreased by ~~$3.1~~$1.5 million compared to the prior year period due to a ~~higher overall interest rate on our outstanding debt, partially offset by lower debt outstanding.~~reduction in total indebtedness and the expiration of the Swap. 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 income (expense), net~~. Other income (expense), net 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), net) to the accompan~~ying Consolidated Financial Statements included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.~~21

Income tax (benefit) expense ~~(benefit)~~. The effective income tax rate, expressed by calculating the Income tax (benefit) expense ~~(benefit)~~ as a percentage of Income ~~(loss)~~ before income taxes, was ~~8.4%~~(22.0)% for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, and the Income tax benefit was $1.8 million. The effective income tax rate was lower than the statutory federal income tax rate of 21%, primarily due to the tax ~~benefit~~benefits realized on ~~stock-based compensation, partially offset by~~a partial release of the valuation allowance, ~~on our net deferred~~stock-based compensation and the impact of uncertain tax ~~asset position recorded during the nine months ended September 30, 2021.~~positions.

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 our Revolving Loan described below, provide adequate liquidity to meet our business needs, including those for investments, share repurchases 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 87 (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~~2021 as filed with the SEC on February 25, ~~2021.~~2022.

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 ~~September~~June 30, ~~2021,~~2022, Cash and cash equivalents were ~~$51.5~~$18.1 million and including our undrawn Revolving Loan, our total liquidity was ~~$281.5~~$203.1 million.

~~Term Loan, Revolving Loan and Senior Unsecured Notes.~~Indebtedness. As of ~~September~~June 30, ~~2021,~~2022, the outstanding aggregate principal amount of our debt was ~~$490.0~~$517.5 million, atwith an ~~effective~~ interest rate of ~~5.7%~~5.8%, including ~~$90.0~~$72.5 million of outstanding principal under our Term Loan, with an ~~effective~~ interest rate of ~~2.5%~~4.3%, $45.0 million of outstanding borrowings on our Revolving Loan, with an interest rate of 3.7% and outstanding Senior Unsecured Notes of $400.0 million, atwith an ~~effective~~ interest rate of 6.375%. ~~These effective rates do not include the impact of the interest rate swap.~~ During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we made ~~$107.5~~$5.0 million in mandatory Term Loan ~~payments, of which $100.0 million were voluntary prepayments.~~payments. As of ~~September~~June 30, ~~2021,~~2022, we had ~~$230.0~~$185.0 million available to borrow under our Revolving Loan. Our borrowings are limited by our ~~senior secured leverage ratio~~Senior Secured Leverage Ratio and ~~consolidated interest coverage ratio,~~Consolidated Interest Coverage Ratio, which are calculated in accordance with our Credit Agreement, and were ~~0.47x~~0.7x and ~~5.77x~~5.2x as of ~~September~~June 30, ~~2021, respectively and our total net leverage ratio, which is calculated in accordance with our bond indenture, and was 2.30x.~~2022, respectively.

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 prior to the October 2020 refinancing, we entered into an interest rate swap (the “Swap”) effective December 31, 2018. Under the terms of the Swap, we ~~are~~were locked into a fixed rate of interest of 2.96% plus an applicable margin, on a notional amount of $300 million until May 31, 2022. ~~The~~Although the Swap was initially designated as a cash flow hedge of interest rate ~~risk.~~

~~During~~risk, hedge accounting was discontinued in June 2020. The loss on the ~~second quarter of 2020, we entered into the second amendment to the Credit Agreement, which triggered a quantitative~~ hedge ~~effectiveness test~~ that ~~resulted~~was recorded 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 at that time was ~~frozen and is now being ratably reclassified~~amortized into ~~Net income (loss) over the remaining life of the Swap through Interest expense, net and Income tax expense (benefit) within~~ the Consolidated Statements of Income ~~(Loss). Subsequent to~~over the ~~second amendment, any change in the fair value~~remaining term of the Swap.

The Swap expired on May 31, 2022 and, as such, is no longer recorded ~~within Other income (expense), 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 our underlying Term Loan. Due to the reduction in 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) 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), net on the Consolidated Statements of Income (Loss).

Balance Sheets. As of ~~September 30,~~December 31, 2021, the fair value of the Swap was an unrealized loss of ~~$5.8~~$3.5 million, which iswas recorded in Other accrued liabilities on the Consolidated Balance Sheets. ~~As of December 31, 2020,~~During the ~~fair value of the Swap was an unrealized loss of $12.1 million, of which $8.5~~six months ended June 30, 2022 and 2021, $2.4 million and $3.6 million was recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the nine months ended September 30, 2021 and 2020, $4.3 million and $2.5$2.8 million was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we made payments of ~~$6.4~~$3.3 million related to the Swap and ~~$0.7~~$0.4 million was reclassified as a tax benefit from Accumulated other comprehensive loss into Income tax expense (benefit) on the Consolidated Statements of ~~Income (Loss).~~Income.

Operating Activities. The ~~increase~~ change in cash provided by operating activities was primarily related to ~~the increase~~changes in ~~Net income (loss), excluding the impact of non-cash items, primarily~~operating assets and liabilities, particularly due to ~~higher revenue~~the timing of vendor payments, in ~~2021 resulting from growth in~~that the ~~business~~six months ended June 30, 2022 included an additional week of vendor payments as ~~well as~~compared to the ~~impact of the COVID-19 pandemic on the prior year.~~six months ended June 30, 2021. In addition, during the ~~nine~~six months ended ~~September~~June 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~~change in cash used in investing activities ~~is due~~was primarily related to ~~an increase~~the Accu-Trade Acquisition, partially offset by lower capital expenditures in ~~purchases of property and equipment.~~the current year period.

Financing Activities. During the ~~nine~~six months ended ~~September~~June 30, 2022, cash provided by financing activities was primarily related to $45.0 million of proceeds from Revolving Loan borrowings related to the Accu-Trade Acquisition, partially offset by repurchases of common stock and tax payments made in connection with equity award vestings. During the six months ended June 30, 2021, cash used in financing activities was primarily related to ~~$107.5~~$75.0 million of debt repayments, of which ~~$100.0~~$70.0 million were voluntary ~~prepayments.~~ During the nine months ended September 30, 2020, cash used in financing activities was primarily related to $50.3 million of net debt repayments, inclusive of $215.3 million in debt repayments, 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.pre-payments. For information related to our debt and repurchases of common stock, see Note 4 (Debt) and Note 7 (Stockholders' Equity) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial ~~Statements”~~Statements (unaudited)” 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”~~Statements (unaudited)” 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~~2021 as filed with the SEC on February 25, ~~2021~~2022 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”~~Statements (unaudited)” of this Quarterly Report on Form 10-Q. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, 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.

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,~~2021, as filed with the Securities and Exchange Commission (“SEC”) on February 25, ~~2021.~~2022. Our exposures to market risk have not changed materially since December 31, ~~2020.~~2021.

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).

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”~~Statements (unaudited)” of this Quarterly Report on Form 10-Q.

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~~2021 as filed with the Securities and Exchange Commission (“SEC”) on February 25, ~~2021,~~2022, 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.

Our stock repurchase activity for the three months ended June 30, 2022 is as follows:

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.


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


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


		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	1517
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2325
Item 4.	Controls and Procedures	2325
PART II.	OTHER INFORMATION	2426
Item 1.	Legal Proceedings	2426
Item 1A.	Risk Factors	2426
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2426
Item 3.	Defaults Upon Senior Securities	2426
Item 4.	Mine Safety Disclosures	2426
Item 5.	Other Information	2426
Item 6.	Exhibits	2527
Signatures		2628


	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)
Other comprehensive income (loss), net of tax:
Interest rate swap	0	690		0	(6,466)
Reclassification of amortization of accumulated other comprehensive loss on interest rate swap into Net income (loss)	1,202	2,401		3,603	2,101
Total other comprehensive income (loss)	1,202	3,091		3,603	(4,365)
Comprehensive income (loss)	$3,633	$(9,170)		$17,278	$(828,704)


Period	Total Number of Shares Purchased (1)		Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (3)
April 1 through April 30, 2022		472,006	$	12.62		472,006	$	189,043
May 1 through May 31, 2022		628,874		10.11		628,874		182,685
June 1 through June 30, 2022		616,031		9.73		616,031		176,691
		1,716,911				1,716,911


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


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


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


	Preferred Stock				Common Stock						Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Stockholders'
	Shares		Amount		Shares			Amount			Capital			Deficit			Loss			Equity
Balance at December 31, 2021		—	$	—		69,170		$	692		$	1,544,712		$	(1,145,382	)	$	(2,002	)	$	398,020
Net income		—		—		—			—			—			4,340			—			4,340
Other comprehensive income, net of tax		—		—		—			—			—			—			1,202			1,202
Repurchases of common stock		—		—		(338	)		(3	)		(4,997	)		—			—			(5,000	)
Shares issued in connection with stock-based compensation plans, net		—		—		971			9			(7,705	)		—			—			(7,696	)
Stock-based compensation		—		—		—			—			5,221			—			—			5,221
Balance at March 31, 2022		—		—		69,803			698			1,537,231			(1,141,042	)		(800	)		396,087
Net income		—		—		—			—			—			5,545			—			5,545
Other comprehensive income, net of tax		—		—		—			—			—			—			800			800
Repurchases of common stock		—		—		(1,717	)		(17	)		(18,292	)		—			—			(18,309	)
Shares issued in connection with stock-based compensation plans, net		—		—		158			1			857			—			—			858
Stock-based compensation		—		—		—			—			6,407			—			—			6,407
Balance at June 30, 2022		—	$	—		68,244		$	682		$	1,526,203		$	(1,135,497	)	$	—		$	391,388

	Preferred Stock				Common Stock						Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Stockholders'
	Shares		Amount		Shares			Amount			Capital			Deficit			Loss			Equity
Balance at December 31, 2020		—	$	—		67,387		$	674		$	1,530,493		$	(1,156,173	)	$	(6,804	)	$	368,190
Net income		—		—		—			—			—			5,278			—			5,278
Other comprehensive income, net of tax		—		—		—			—			—			—			1,200			1,200
Shares issued in connection with stock-based compensation plans, net		—		—		1,144			11			(5,641	)		—			—			(5,630	)
Stock-based compensation		—		—		—			—			4,978			—			—			4,978
Balance at March 31, 2021		—		—		68,531			685			1,529,830			(1,150,895	)		(5,604	)		374,016
Net income		—		—		—			—			—			5,966			—			5,966
Other comprehensive income, net of tax		—		—		—			—			—			—			1,201			1,201
Shares issued in connection with stock-based compensation plans, net		—		—		433			5			(1,424	)		—			—			(1,419	)
Stock-based compensation		—		—		—			—			5,692			—			—			5,692
Balance at June 30, 2021		—	$	—		68,964		$	690		$	1,534,098		$	(1,144,929	)	$	(4,403	)	$	385,456


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


	Three Months Ended September 30,					Nine Months Ended September 30,
(in thousands)	2021		2020			2021		2020
Revenue (1)	$	156,553	$	144,392		$	465,378	$	394,495
Net income (loss) (2)		2,431		(12,261	)		13,675		(824,339	)


	Three Months Ended September 30,			Nine Months Ended September 30,			Three Months Ended June 30,							Six Months Ended June 30,
(in thousands)	2021	2020	% Change	2021	2020	% Change	2022		2021		% Change			2022		2021		% Change
Traffic	142,418	158,791	(10)%	457,460	461,684	(1)%		148,010		158,438		(7	)%		296,500		315,042		(6	)%
Average Monthly Unique Visitors	24,341	25,349	(4)%	25,563	24,363	5%		27,079		26,391		3	%		26,820		26,174		2	%



	June 30, 2022		June 30, 2021		% Change			March 31, 2022		% Change
Dealer Customers		19,517		18,845		4	%		19,500		0	%
Monthly Average Revenue Per Dealer	$	2,326	$	2,299		1	%	$	2,291		2	%



	September 30, 2021		September 30, 2020		% Change			June 30, 2021		% Change
Dealer Customers		19,029		18,130		5	%		18,845		1	%
Monthly Average Revenue Per Dealer	$	2,332	$	2,183		7	%	$	2,299		1	%


Exhibit Number		Description
10.1*		Letter Agreement, dated February 25, 2022, between Cars.com LLC and Angelique Strong Marks
10.2*		Letter Agreement dated March 30, 2022, between Cars.com LLC and Jeanette Tomy
10.3*		Letter Agreement dated April 30, 2022 between Cars.com LLC and James Rogers
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 ~~September~~June 30, ~~2021,~~2022, formatted with Inline XBRL (included with Exhibit 101 attachments)


		Cars.com Inc.

Date: ~~November 4, 2021~~August 3, 2022		By:	/s/ T. Alex Vetter
			T. Alex Vetter
			~~President and Chief Executive Officer~~

~~Date: November 4, 2021~~		~~By:~~	~~/s/ Sonia Jain~~Chief Executive Officer

Date: August 3, 2022	~~Sonia Jain~~	By:	/s/ Jeanette Tomy
			Jeanette Tomy
			Chief Financial Officer

Acquisition-Date
Fair Value
(in thousands)

Amortization Period
(in years)

Acquired software

Trade name

Customer relationships