Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Trading Symbol | CARS | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Cars.com Inc. | |
Entity Central Index Key | 0001683606 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37869 | |
Entity Tax Identification Number | 81-3693660 | |
Entity Address, Address Line One | 300 S. Riverside Plaza | |
Entity Address, Address Line Two | Suite 1000 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 312 | |
Local Phone Number | 601-5000 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 66,721,646 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 18,838 | $ 31,715 |
Accounts receivable, net | 114,035 | 107,930 |
Prepaid expenses | 11,369 | 8,377 |
Other current assets | 409 | 605 |
Total current assets | 144,651 | 148,627 |
Property and equipment, net | 45,692 | 45,218 |
Goodwill | 102,856 | 102,856 |
Intangible assets, net | 687,930 | 707,088 |
Investments and other assets, net | 21,092 | 21,081 |
Total assets | 1,002,221 | 1,024,870 |
Current liabilities: | ||
Accounts payable | 17,424 | 18,230 |
Accrued compensation | 12,412 | 19,316 |
Current portion of long-term debt, net | 15,444 | 14,134 |
Other accrued liabilities | 62,068 | 54,332 |
Total current liabilities | 107,348 | 106,012 |
Noncurrent liabilities: | ||
Long-term debt, net | 438,739 | 458,249 |
Other noncurrent liabilities | 71,147 | 76,179 |
Total noncurrent liabilities | 509,886 | 534,428 |
Total liabilities | 617,234 | 640,440 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock at par, $0.01 par value; 5,000 shares authorized; no shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 0 | 0 |
Common Stock at par, $0.01 par value; 300,000 shares authorized; 66,850 and 69,287 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 668 | 662 |
Additional paid-in capital | 1,501,016 | 1,511,944 |
Accumulated deficit | (1,116,697) | (1,128,176) |
Total stockholders' equity | 384,987 | 384,430 |
Total liabilities and stockholders' equity | $ 1,002,221 | $ 1,024,870 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 66,850,000 | 66,287,000 |
Common stock, shares outstanding | 66,850,000 | 66,287,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 167,068 | $ 158,207 |
Operating expenses: | ||
Cost of revenue and operations | 29,795 | 27,752 |
Product and technology | 24,101 | 21,307 |
Marketing and sales | 58,297 | 57,094 |
General and administrative | 18,304 | 16,560 |
Depreciation and amortization | 24,042 | 24,553 |
Total operating expenses | 154,539 | 147,266 |
Operating income | 12,529 | 10,941 |
Nonoperating expense: | ||
Interest expense, net | (8,244) | (9,330) |
Other income, net | 8,239 | 208 |
Total nonoperating expense, net | (5) | (9,122) |
Income before income taxes | 12,524 | 1,819 |
Income tax expense (benefit) | 1,045 | (2,521) |
Net income | $ 11,479 | $ 4,340 |
Weighted-average common shares outstanding: | ||
Basic | 66,530 | 69,463 |
Diluted | 67,747 | 70,899 |
Earnings per share: | ||
Basic | $ 0.17 | $ 0.06 |
Diluted | $ 0.17 | $ 0.06 |
Dealer | ||
Revenue: | ||
Total revenue | $ 149,843 | $ 140,416 |
OEM and National | ||
Revenue: | ||
Total revenue | 13,543 | 15,174 |
Other | ||
Revenue: | ||
Total revenue | $ 3,682 | $ 2,617 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 11,479 | $ 4,340 |
Other comprehensive income, net of tax: | ||
Reclassification of Accumulated other comprehensive loss on interest rate swap into Net income | 0 | 1,202 |
Total other comprehensive income | 0 | 1,202 |
Comprehensive income | $ 11,479 | $ 5,542 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2021 | $ 398,020 | $ 692 | $ 1,544,712 | $ (1,145,382) | $ (2,002) |
Balance, Shares at Dec. 31, 2021 | 69,170,000 | ||||
Net income | 4,340 | 4,340 | |||
Other comprehensive income, net of tax | 1,202 | 1,202 | |||
Repurchases of common stock(shares) | (338,000) | ||||
Repurchases of common stock (value) | (5,000) | $ (3) | (4,997) | ||
Shares issued in connection with stock-based compensation plans, net | (7,696) | $ 9 | (7,705) | ||
Shares issued in connection with stock-based compensation plans, net, Shares | 971,000 | ||||
Stock-based compensation | 5,221 | 5,221 | |||
Balance at Mar. 31, 2022 | 396,087 | $ 698 | 1,537,231 | (1,141,042) | $ (800) |
Balance, Shares at Mar. 31, 2022 | 69,803,000 | ||||
Balance at Dec. 31, 2022 | $ 384,430 | $ 662 | 1,511,944 | (1,128,176) | |
Balance, Shares at Dec. 31, 2022 | 66,287,000 | 66,287,000 | |||
Net income | $ 11,479 | 11,479 | |||
Repurchases of common stock(shares) | (413,000) | ||||
Repurchases of common stock (value) | (7,174) | $ (4) | (7,170) | ||
Shares issued in connection with stock-based compensation plans, net | (9,797) | $ 10 | (9,807) | ||
Shares issued in connection with stock-based compensation plans, net, Shares | 976,000 | ||||
Stock-based compensation | 6,049 | 6,049 | |||
Balance at Mar. 31, 2023 | $ 384,987 | $ 668 | $ 1,501,016 | $ (1,116,697) | |
Balance, Shares at Mar. 31, 2023 | 66,850,000 | 66,850,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 11,479 | $ 4,340 |
Adjustments to reconcile Net income to Net cash provided by operating activities: | ||
Depreciation | 4,884 | 4,014 |
Amortization of intangible assets | 19,158 | 20,539 |
Amortization of Accumulated other comprehensive loss on interest rate swap | 0 | 1,417 |
Changes in fair value of contingent consideration | (8,259) | 0 |
Stock-based compensation | 5,982 | 5,221 |
Deferred income taxes | (228) | (374) |
Provision for doubtful accounts | 447 | 27 |
Amortization of debt issuance costs | 781 | 816 |
Amortization of deferred revenue related to Accu-Trade Acquisition | (883) | (442) |
Other, net | 134 | 87 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (6,552) | 4,442 |
Prepaid expenses and other assets | (3,039) | (3,073) |
Accounts payable | (859) | 1,081 |
Accrued compensation | (6,904) | (13,488) |
Other liabilities | 12,000 | 5,751 |
Net cash provided by operating activities | 28,141 | 30,358 |
Cash flows from investing activities: | ||
Payments for acquisitions, net of cash acquired | 0 | (64,770) |
Capitalization of internally developed technology | (5,172) | (3,516) |
Purchase of property and equipment | (199) | (492) |
Net cash used in investing activities | (5,371) | (68,778) |
Cash flows from financing activities: | ||
Proceeds from Revolving Loan borrowings | 0 | 45,000 |
Payments of long-term debt | (18,750) | (2,500) |
Payments for stock-based compensation plans, net | (9,797) | (7,696) |
Repurchases of common stock | (7,100) | (5,000) |
Net cash (used in) provided by financing activities | (35,647) | 29,804 |
Net decrease in cash and cash equivalents | (12,877) | (8,616) |
Cash and cash equivalents at beginning of period | 31,715 | 39,069 |
Cash and cash equivalents at end of period | 18,838 | 30,453 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 96 | 17 |
Cash paid for interest and swap | $ 1,486 | $ 2,743 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 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 digital solutions that connect car shoppers with sellers. The Company empowers shoppers with the data, resources and digital tools needed to make informed buying decisions and seamlessly connect with automotive retailers. In a rapidly changing market, CARS enables dealers 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 provider enabling dealers to be more efficient through connected digital experiences; FUEL, an advertising solution providing dealers and OEMs the benefit of leveraging targeted digital video and display marketing to Cars.com’s audience of in-market car shoppers; DealerRater®, a leading car dealer review and reputation management technology solution; CreditIQ®, digital financing technology and Accu-Trade, vehicle valuation and appraisal technology. The Company's portfolio of brands also includes 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, 2022, which are included in the Company's Annual Report on Form 10-K as filed with the SEC on February 23, 2023 (the “December 31, 2022 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, 2022 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 months ended March 31, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. 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 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. 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. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 2. Revenue Revenue Summary . In the table below (in thousands), revenue is disaggregated by major products and services. The Company only has one reportable segment; therefore, further disaggregation is not applicable at this time. Three Months Ended March 31, Major products and services 2023 2022 Subscription advertising and digital solutions $ 137,334 $ 132,247 Display advertising 23,857 21,049 Pay per lead 2,275 2,417 Other 3,602 2,494 Total revenue $ 167,068 $ 158,207 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3. 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, “Accu-Trade”), which provides dealers with VIN-specific vehicle valuation and appraisal data, instant offer capabilities and logistics technology (the “Accu-Trade Acquisition”). The Company expensed as incurred total acquisition costs of $ 2.0 million, of which zero and $ 0.9 million were recorded during the three months ended March 31, 2023 and 2022, respectively. These costs were recorded in General and administrative expenses in the Consolidated Statements of Income. Purchase Price Allocation. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third-party valuations that utilize customary valuation procedures and techniques, such as the multi-period excess earnings and the relief of royalty methods. The Accu-Trade Acquisition purchase price allocation is as follows (in thousands): Acquisition-date Cash consideration $ 64,663 Other consideration (1) 5,300 Contingent consideration (2) 23,936 Total purchase consideration $ 93,899 Assets acquired (3) $ 1,595 Identified intangible assets (4) 15,679 Total assets acquired 17,274 Total liabilities assumed (5) ( 235 ) Net identifiable assets 17,039 Goodwill 76,860 Total purchase consideration $ 93,899 (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 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 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 was amortized into Other revenue on the Consolidated Statements of Income over the one-year contract term. The revenue related to the non-cash consideration of $ 0.9 million and $ 0.4 million is a non-cash reconciling item titled Amortization of deferred revenue related to Accu-Trade Acquisition on the Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, respectively. As of the end of the first quarter of 2023, this agreement has ended. (2) As part of the Accu-Trade Acquisition, the Company may be required to pay additional consideration to the former owners based on the achievement of certain financial targets. The Company has the option to pay consideration in cash or certain amounts in stock, which would result in a variable number of shares being issued. The amount to be paid will be determined by the acquired business’ future performance to be attained over a three-year performance period; based on certain tiered performance metrics the maximum amount to be paid is $ 63.0 million, of which a maximum of $ 15.0 million could be in stock, with additional upside for performance that exceeds the tiered performance metrics. The contingent consideration is classified as Level 3 in the fair value hierarchy. The fair value is measured based on a Monte Carlo simulation. This amount represents the estimated fair value at the time of the acquisition. For more information on the fair value of the Accu-Trade contingent consideration, see Note 4 (Fair Value Measurements). (3) Assets acquired primarily consist of accounts receivable. (4) Information regarding the identifiable intangible assets acquired is as follows: Acquisition-Date Weighted-Average Amortization Period Acquired software $ 12,926 5 Trade name 1,446 10 Customer relationships 1,307 7 Total $ 15,679 (5) Total liabilities assumed primarily consist of accounts payable. In connection with the Accu-Trade Acquisition, the Company recorded goodwill in the amount of $ 76.9 million, which is primarily attributable to sales growth from existing and future technology, product offerings, customers and the value of the acquired assembled workforce. All of the goodwill is considered deductible for income tax purposes. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 4. Fair Value Measurements The Company's liabilities measured at fair value on a recurring basis consisted of the following (in thousands): Fair value measurement at reporting date Total as of Level 1 Level 2 Level 3 Contingent consideration $ 47,612 $ — $ — $ 47,612 Total $ 47,612 $ — $ — $ 47,612 Fair value measurement at reporting date Total as of Level 1 Level 2 Level 3 Contingent consideration $ 55,871 $ — $ — $ 55,871 Total $ 55,871 $ — $ — $ 55,871 The roll-forward of the Level 3 contingent consideration from December 31, 2022 is as follows (in thousands): As of Fair Value (1) As of Contingent consideration $ 55,871 $ ( 8,259 ) $ 47,612 (1) Fair value adjustments on contingent considerations are reflected within the Other income, net line on the Consolidated Statements of Income. The contingent consideration is classified on the Consolidated Balance Sheets based on expected payment dates. As of March 31, 2023, $ 6.2 million and $ 41.4 million were included within Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets, respectively. As of December 31, 2022, $ 9.4 million and $ 46.5 million were included within Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets. As of March 31, 2023, other than projected financial information, volatility was the only significant input and assumption in the contingent consideration valuations. The volatility input ranged from 25 % to 51 %. We expect to make payments on the contingent consideration in 2023, 2024 and 2025. For more information relating to contingent consideration, see Note 3 (Business Combinations ). |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5. Debt As of March 31, 2023, the Company was in compliance with the covenants under its debt agreements. Term Loan. As of March 31, 2023, the outstanding principal amount under the Term Loan was $ 62.5 million and the interest rate in effect was 7.2 %. During the three months ended March 31, 2023, the Company made $ 3.8 million in Term Loan payments. Revolving Loan. As of March 31, 2023, $ 230.0 million was available to borrow under the Revolving Loan. The Company paid down $ 15.0 million and had zero drawdowns on the Revolving Loan during the three months ended March 31, 2023. The Company’s borrowings are limited by its Senior Secured Leverage Ratio and Consolidated Interest Coverage Ratio, which are calculated in accordance with the Company's Credit Agreement, and were 0.3 x and 5.7 x as of March 31, 2023, respectively. Senior Unsecured Notes. In October 2020, the Company issued $ 400.0 million aggregate principal amount of 6.375 % Senior Unsecured Notes due 2028. Interest on the notes is due semi-annually on May 1 and November 1. Fair Value. The Company's debt is classified as Level 2 in the fair value hierarchy and the fair value is measured based on comparable trading prices, ratings, sectors, coupons and maturities of similar instruments. The approximate fair value and related carrying value of the Company's outstanding indebtedness, as of March 31, 2023 and December 31, 2022 were as follows (in millions): March 31, 2023 December 31, 2022 Fair value $ 440.2 $ 435.4 Carrying value 462.5 481.3 |
Interest Rate Swap
Interest Rate Swap | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | NOTE 6. 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 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 was 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. Although the Swap was initially designated as a cash flow hedge of interest rate risk, hedge accounting was discontinued in June 2020. The loss on the hedge that was recorded in Accumulated other comprehensive loss at that time was amortized into Interest expense, net in the Consolidated Statements of Income ratably over the remaining term of the Swap. The Swap expired on May 31, 2022 and, as such, is no longer recorded on the Consolidated Balance Sheets. During the three months ended March 31, 2023 and 2022, zero and $ 1.4 million, respectively was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net. During the three months ended March 31, 2022, the Company made payments of $ 2.1 million related to the Swap and $ 0.2 million was reclassified as a tax benefit from Accumulated other comprehensive loss into Income tax expense (benefit) on the Consolidated Statements of Income. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. Commitments and Contingencies From time to time, the C ompany may become involved in actions, claims, suits or other legal or administrative proceedings arising in the ordinary course of business. The Company is currently not involved in any pending or threatened litigation or claim that if determined adversely against the Company, individually or in the aggregate, would have a material adverse impact on the Company’s 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 commitments and contingencies that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8. Stockholders' Equity On February 24, 2022, the Company announced that its 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 specific amount or number of shares. The Company funds the share repurchase program principally with cash from operations. During the three months ended March 31, 2023, the Company repurchased and subsequently retired 0.4 million shares for $ 7.2 million at an average price paid per share of $ 17.38 . During the three months ended March 31, 2022, the Company repurchased and subsequently retired 0.3 million shares for $ 5.0 million at an average price paid per share of $ 14.78 . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 9. Stock-Based Compensation Restricted Share Units (“RSUs”). 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 three years and the fair value of the RSUs is equal to the Company's common stock price on the date of grant. RSU activity for the three months ended March 31, 2023 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2022 3,771 $ 12.88 Granted 1,676 16.47 Vested and delivered ( 1,496 ) 10.53 Forfeited ( 26 ) 14.92 Outstanding as of March 31, 2023 (1) 3,925 $ 15.29 (1) Includes 63 RSUs that were vested, but not yet delivered. Performance 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 after the end of the respective performance period. PSU activity for the three months ended March 31, 2023 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2022 245 $ 14.78 Granted 267 16.47 Vested and delivered — — Forfeited — — Outstanding as of March 31, 2023 512 $ 15.66 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 10 years from the grant date. Stock option activity for the three months ended March 31, 2023 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term): Number of Options Weighted-Average Weighted-Average Remaining Contractual Term (in years) Aggregate Outstanding as of December 31, 2022 1,067 $ 6.28 7.98 $ 4,296 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding as of March 31, 2023 1,067 $ 6.28 7.73 $ 9,449 Exercisable as of March 31, 2023 513 $ 2.80 6.97 $ 7,134 There were no stock options granted during the three months ended March 31, 2023. The fair value of the stock options granted during the three months ended March 31, 2022 are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions: 2022 Risk-free interest rate 2.21 % Weighted-average volatility 65.22 % Dividend yield 0 % Expected years until exercise 6.5 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 10. Earnings Per Share Basic earnings per share is calculated by dividing Net income by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans, unless the inclusion of such shares would have an anti-dilutive impact. As part of the Accu-Trade Acquisition, the Company may pay up to $ 15.0 million of the contingent consideration in stock at a future date. Those potential shares have been excluded from the computations below because they are contingently issuable shares, and the contingency to which the issuance relates was not met at the end of the reporting period . The computation of Earnings per share is as follows (in thousands, except per share data): Three Months Ended March 31, 2023 2022 Net income $ 11,479 $ 4,340 Basic weighted-average common shares outstanding 66,530 69,463 Effect of dilutive stock-based compensation awards (1) 1,217 1,436 Diluted weighted-average common shares outstanding 67,747 70,899 Earnings per share, basic $ 0.17 $ 0.06 Earnings per share, diluted 0.17 0.06 There were 554 and 1,738 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended March 31, 2023 and March 31, 2022, respectively, as their inclusion would have had an anti-dilutive effect. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11. Income Taxes Deferred Tax Asset and Valuation Allowance. The Company has concluded a valuation allowance is required against its deferred tax assets as of March 31, 2023. 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 March 31, 2023 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. 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 8.3 % for the three months ended March 31, 2023, which varied from the statutory federal income tax rate of 21 %, primarily due to the incremental tax deduction that the Company received upon vesting of its equity awards. (In thousands, except percentages) Three Months Ended March 31, 2023 Income tax provision at statutory rate $ 2,630 21.0 % State income taxes, net of federal income tax benefit 340 2.7 Stock-based compensation ( 1,891 ) ( 15.1 ) Uncertain tax positions 289 2.3 Valuation allowance 714 5.7 Other, net ( 1,037 ) ( 8.3 ) Income tax expense $ 1,045 8.3 % |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2022, which are included in the Company's Annual Report on Form 10-K as filed with the SEC on February 23, 2023 (the “December 31, 2022 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, 2022 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 months ended March 31, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. |
Use of Estimates | 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 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. |
Principles of Consolidation | 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. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Sales Channel and Major Products and Services | Revenue Summary . In the table below (in thousands), revenue is disaggregated by major products and services. The Company only has one reportable segment; therefore, further disaggregation is not applicable at this time. Three Months Ended March 31, Major products and services 2023 2022 Subscription advertising and digital solutions $ 137,334 $ 132,247 Display advertising 23,857 21,049 Pay per lead 2,275 2,417 Other 3,602 2,494 Total revenue $ 167,068 $ 158,207 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Accu-Trade Acquisition purchase price allocation | Acquisition-date Cash consideration $ 64,663 Other consideration (1) 5,300 Contingent consideration (2) 23,936 Total purchase consideration $ 93,899 Assets acquired (3) $ 1,595 Identified intangible assets (4) 15,679 Total assets acquired 17,274 Total liabilities assumed (5) ( 235 ) Net identifiable assets 17,039 Goodwill 76,860 Total purchase consideration $ 93,899 (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 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 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 was amortized into Other revenue on the Consolidated Statements of Income over the one-year contract term. The revenue related to the non-cash consideration of $ 0.9 million and $ 0.4 million is a non-cash reconciling item titled Amortization of deferred revenue related to Accu-Trade Acquisition on the Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, respectively. As of the end of the first quarter of 2023, this agreement has ended. (2) As part of the Accu-Trade Acquisition, the Company may be required to pay additional consideration to the former owners based on the achievement of certain financial targets. The Company has the option to pay consideration in cash or certain amounts in stock, which would result in a variable number of shares being issued. The amount to be paid will be determined by the acquired business’ future performance to be attained over a three-year performance period; based on certain tiered performance metrics the maximum amount to be paid is $ 63.0 million, of which a maximum of $ 15.0 million could be in stock, with additional upside for performance that exceeds the tiered performance metrics. The contingent consideration is classified as Level 3 in the fair value hierarchy. The fair value is measured based on a Monte Carlo simulation. This amount represents the estimated fair value at the time of the acquisition. For more information on the fair value of the Accu-Trade contingent consideration, see Note 4 (Fair Value Measurements). (3) Assets acquired primarily consist of accounts receivable. (4) Information regarding the identifiable intangible assets acquired is as follows: Acquisition-Date Weighted-Average Amortization Period Acquired software $ 12,926 5 Trade name 1,446 10 Customer relationships 1,307 7 Total $ 15,679 (5) Total liabilities assumed primarily consist of accounts payable. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company's Liabilities Measured at Fair Value on a Recurring Basis | The Company's liabilities measured at fair value on a recurring basis consisted of the following (in thousands): Fair value measurement at reporting date Total as of Level 1 Level 2 Level 3 Contingent consideration $ 47,612 $ — $ — $ 47,612 Total $ 47,612 $ — $ — $ 47,612 Fair value measurement at reporting date Total as of Level 1 Level 2 Level 3 Contingent consideration $ 55,871 $ — $ — $ 55,871 Total $ 55,871 $ — $ — $ 55,871 |
Schedule Of Contingent Consideration | The roll-forward of the Level 3 contingent consideration from December 31, 2022 is as follows (in thousands): As of Fair Value (1) As of Contingent consideration $ 55,871 $ ( 8,259 ) $ 47,612 (1) Fair value adjustments on contingent considerations are reflected within the Other income, net line on the Consolidated Statements of Income. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of approximate fair value and related carrying value of the Company's outstanding indebtedness | The approximate fair value and related carrying value of the Company's outstanding indebtedness, as of March 31, 2023 and December 31, 2022 were as follows (in millions): March 31, 2023 December 31, 2022 Fair value $ 440.2 $ 435.4 Carrying value 462.5 481.3 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of RSU Activity | RSU activity for the three months ended March 31, 2023 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2022 3,771 $ 12.88 Granted 1,676 16.47 Vested and delivered ( 1,496 ) 10.53 Forfeited ( 26 ) 14.92 Outstanding as of March 31, 2023 (1) 3,925 $ 15.29 |
Summary of PSU Activity | PSU activity for the three months ended March 31, 2023 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2022 245 $ 14.78 Granted 267 16.47 Vested and delivered — — Forfeited — — Outstanding as of March 31, 2023 512 $ 15.66 |
Summary of Stock Option Activity | Stock option activity for the three months ended March 31, 2023 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term): Number of Options Weighted-Average Weighted-Average Remaining Contractual Term (in years) Aggregate Outstanding as of December 31, 2022 1,067 $ 6.28 7.98 $ 4,296 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding as of March 31, 2023 1,067 $ 6.28 7.73 $ 9,449 Exercisable as of March 31, 2023 513 $ 2.80 6.97 $ 7,134 |
Summary of Fair Value of Stock Options Granted are Estimated Using Black Scholes Option Pricing Model | The fair value of the stock options granted during the three months ended March 31, 2022 are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions: 2022 Risk-free interest rate 2.21 % Weighted-average volatility 65.22 % Dividend yield 0 % Expected years until exercise 6.5 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Earnings (Loss) Per Share | The computation of Earnings per share is as follows (in thousands, except per share data): Three Months Ended March 31, 2023 2022 Net income $ 11,479 $ 4,340 Basic weighted-average common shares outstanding 66,530 69,463 Effect of dilutive stock-based compensation awards (1) 1,217 1,436 Diluted weighted-average common shares outstanding 67,747 70,899 Earnings per share, basic $ 0.17 $ 0.06 Earnings per share, diluted 0.17 0.06 There were 554 and 1,738 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended March 31, 2023 and March 31, 2022, respectively, as their inclusion would have had an anti-dilutive effect. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Varied from Statutory Federal Income Tax Rate | The effective income tax rate, expressed by calculating the income tax expense (benefit) as a percentage of income before income tax, was 8.3 % for the three months ended March 31, 2023, which varied from the statutory federal income tax rate of 21 %, primarily due to the incremental tax deduction that the Company received upon vesting of its equity awards. (In thousands, except percentages) Three Months Ended March 31, 2023 Income tax provision at statutory rate $ 2,630 21.0 % State income taxes, net of federal income tax benefit 340 2.7 Stock-based compensation ( 1,891 ) ( 15.1 ) Uncertain tax positions 289 2.3 Valuation allowance 714 5.7 Other, net ( 1,037 ) ( 8.3 ) Income tax expense $ 1,045 8.3 % |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Percentage of ownership by the company | 100% |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - Segment | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Number of reportable segment | 1 | 1 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Sales Channel and Major Products and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 167,068 | $ 158,207 |
Subscription Advertising And Digital Solutions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 137,334 | 132,247 |
Display Advertising [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 23,857 | 21,049 |
Pay Per Lead [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,275 | 2,417 |
Other Major Product And Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 3,602 | $ 2,494 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 01, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 102,856 | $ 102,856 | ||
Amortization of deferred revenue | 883 | $ 442 | ||
Accu-Trade Acquisition | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Transaction Costs | 0 | 900 | $ 2,000 | |
Goodwill | 76,900 | 76,860 | ||
License fee | 6,500 | |||
Cash | $ 1,200 | |||
Additional cash consideration required to be paid to former owners of acquired business | $ 63,000 | |||
Revenue targets for contingent consideration performance period | 3 years | |||
Preliminary fair value of the license | $ 6,500 | 6,500 | ||
Preliminary fair value difference | 5,300 | |||
Amortization of deferred revenue | $ 900 | $ 400 |
Business Combination - Acquisit
Business Combination - Acquisition Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 01, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 15,679 | |||
Goodwill | $ 102,856 | $ 102,856 | ||
Accu-Trade Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | 64,663 | |||
Other consideration | [1] | 5,300 | ||
Contingent consideration | [2] | 23,936 | ||
Total purchase consideration | 93,899 | |||
Assets acquired | [3] | 1,595 | ||
Identified intangible assets | [4] | 15,679 | ||
Total assets acquired | 17,274 | |||
Total liabilities assumed | [5] | 235 | ||
Net identifiable assets | 17,039 | |||
Goodwill | 76,860 | $ 76,900 | ||
Total consideration | $ 93,899 | |||
[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 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 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 was amortized into Other revenue on the Consolidated Statements of Income over the one-year contract term. The revenue related to the non-cash consideration of $ 0.9 million and $ 0.4 million is a non-cash reconciling item titled Amortization of deferred revenue related to Accu-Trade Acquisition on the Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, respectively. As of the end of the first quarter of 2023, this agreement has ended. As part of the Accu-Trade Acquisition, the Company may be required to pay additional consideration to the former owners based on the achievement of certain financial targets. The Company has the option to pay consideration in cash or certain amounts in stock, which would result in a variable number of shares being issued. The amount to be paid will be determined by the acquired business’ future performance to be attained over a three-year performance period; based on certain tiered performance metrics the maximum amount to be paid is $ 63.0 million, of which a maximum of $ 15.0 million could be in stock, with additional upside for performance that exceeds the tiered performance metrics. The contingent consideration is classified as Level 3 in the fair value hierarchy. The fair value is measured based on a Monte Carlo simulation. This amount represents the estimated fair value at the time of the acquisition. For more information on the fair value of the Accu-Trade contingent consideration, see Note 4 (Fair Value Measurements). Assets acquired primarily consist of accounts receivable. Information regarding the identifiable intangible assets acquired is as follows: Total liabilities assumed primarily consist of accounts payable. |
Business Combinations - Acquisi
Business Combinations - Acquisition Purchase Price Allocation (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 01, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Business Acquisition [Line Items] | ||||
Amortization of deferred revenue | $ 883 | $ 442 | ||
Identified intangible assets | $ 15,679 | |||
Acquired software | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 12,926 | |||
Weighted-Average Amortization Period (in years) | 5 years | |||
Trade name | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 1,446 | |||
Weighted-Average Amortization Period (in years) | 10 years | |||
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 1,307 | |||
Weighted-Average Amortization Period (in years) | 7 years | |||
Accu-Trade Acquisition | ||||
Business Acquisition [Line Items] | ||||
Preliminary fair value of the license | 6,500 | 6,500 | ||
Cash | $ 1,200 | |||
Amortization of deferred revenue | 900 | $ 400 | ||
Preliminary fair value difference | 5,300 | |||
License fee | $ 6,500 | |||
Revenue targets for contingent consideration performance period | 3 years | |||
Additional cash consideration required to be paid to former owners of acquired business | $ 63,000 | |||
Potentional contingent consideration to be paid in stock | $ 15,000 | |||
Identified intangible assets | [1] | $ 15,679 | ||
[1] Information regarding the identifiable intangible assets acquired is as follows: |
Fair Value Of Measurements - Sc
Fair Value Of Measurements - Schedule of Company's Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 47,612 | $ 55,871 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 47,612 | 55,871 |
Total | 47,612 | 55,871 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 47,612 | 55,871 |
Total | $ 47,612 | $ 55,871 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Contingent Consideration (Details) - Level 3 $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, Beginning | $ 55,871 | |
Contingent consideration fair value adjustment | (8,259) | [1] |
Contingent consideration, Ending | $ 47,612 | |
[1] Fair value adjustments on contingent considerations are reflected within the Other income, net line on the Consolidated Statements of Income. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Volatility | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration, volatility range | 25 | |
Volatility | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration, volatility range | 51 | |
Other Accrued Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 6.2 | $ 9.4 |
Other Noncurrent Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 41.4 | $ 46.5 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Oct. 30, 2020 USD ($) | Mar. 31, 2023 USD ($) | Oct. 31, 2020 | |
Line Of Credit Facility [Line Items] | |||
Net Leverage Ratio | 5.7 | ||
DebtInstrumentCovenantDescription | The Company’s borrowings are limited by its Senior Secured Leverage Ratio and Consolidated Interest Coverage Ratio, which are calculated in accordance with the Company's Credit Agreement, and were 0.3x and 5.7x as of March 31, 2023, respectively. | ||
6.375% Senior Unsecured Notes Due 2028 | |||
Line Of Credit Facility [Line Items] | |||
Proceeds from issuance initial public offering | $ 400 | ||
Interest rate on debt issued | 6.375% | ||
Debt instrument, payment terms | Interest on the notes is due semi-annually on May 1 and November 1. | ||
Term Loan | |||
Line Of Credit Facility [Line Items] | |||
Line of credit | $ 62.5 | ||
Effective interest rate | 7.20% | ||
Repayment of loan | $ 3.8 | ||
Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Senior Secured Leverages Ratio | 0.3 | ||
Repayment of loan | $ 15 | ||
Amount available to borrow | $ 230 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Outstanding indebtedness, carrying value | $ 438,739 | $ 458,249 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Outstanding indebtedness, fair value | 440,200 | 435,400 |
Outstanding indebtedness, carrying value | $ 462,500 | $ 481,300 |
Interest Rate Swap - Additional
Interest Rate Swap - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative [Line Items] | ||
Reclassified from accumulated other comprehensive (loss) into Interest expense, net | $ 0 | $ 1.4 |
Reclassified from accumulated other comprehensive (loss) into income tax expense (benefit) | 0.2 | |
Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Fixed rate of interest | 2.96% | |
Notional amount | $ 300 | |
Payments related to fair value | $ 2.1 |
Stockholders' Equity Additional
Stockholders' Equity Additional Information (Details) - Common Stock [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Feb. 24, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Stockholders Equity [Line Items] | |||
Share repurchase program, duration | 3 years | ||
Stock Repurchase Program, Authorized Amount | $ 200 | ||
Share purchased and retired | 0.4 | 0.3 | |
Share purchased and retired, amount | $ 7.2 | $ 5 | |
Stock Purchased Average Price Per Share | $ 17.38 | $ 14.78 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting period | 3 years |
Options expiration period | 10 years |
RSUs | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting period | 1 year |
RSUs | Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting period | 3 years |
PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share units performance period | 3 years |
PSUs | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share units vesting percentage | 0% |
PSUs | Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share units vesting percentage | 200% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSU Activity (Details) - RSUs shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 $ / shares shares | ||
Number of Share Units | ||
Share Units, Outstanding as ofDecember 31, 2022 | shares | 3,771 | |
Share Units, Granted | shares | 1,676 | |
Share Units, Vested and delivered | shares | (1,496) | |
Share Units, Forfeited | shares | (26) | |
Share Units, Outstanding as of March 31, 2023 | shares | 3,925 | [1] |
Weighted-Average Grant Date Fair Value | ||
Weighted-Average Grant Date Fair Value, Outstanding as of December 31, 2022 | $ / shares | $ 12.88 | |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 16.47 | |
Weighted-Average Grant Date Fair Value, Vested and delivered | $ / shares | 10.53 | |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 14.92 | |
Weighted-Average Grant Date Fair Value, Outstanding as of March 31, 2023 | $ / shares | $ 15.29 | [1] |
[1] Includes 63 RSUs that were vested, but not yet delivered. |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Parenthetical) (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2023 shares | |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs vested but not yet delivered | 63 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of PSU Activity (Details) - PSUs shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Share Units | |
Share Units, Outstanding as ofDecember 31, 2022 | shares | 245 |
Share Units, Granted | shares | 267 |
Share Units, Vested and delivered | shares | 0 |
Share Units, Forfeited | shares | 0 |
Share Units, Outstanding as of March 31, 2023 | shares | 512 |
Weighted-Average Grant Date Fair Value | |
Weighted-Average Grant Date Fair Value, Outstanding as of December 31, 2022 | $ / shares | $ 14.78 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 16.47 |
Weighted-Average Grant Date Fair Value, Vested and delivered | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Outstanding as of March 31, 2023 | $ / shares | $ 15.66 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Share Units, Outstanding as of December 31,2022 | 1,067 | |
Share Units, Granted | 0 | |
Share Units, Exercised | 0 | |
Share Units, Forfeited | 0 | |
Share Units, Outstanding as of March 31, 2023 | 1,067 | 1,067 |
Share Units, Exercisable as of March 31, 2023 | 513 | |
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2022 | $ 6.28 | |
Weighted- Average Grant Date Fair Value, Granted | 0 | |
Weighted Average Grant Date Fair Value, Exercised | 0 | |
Weighted- Average Grant Date Fair Value, Forfeited | 0 | |
Weighted- Average Grant Date Fair Value, Outstanding as of March 31, 2023 | 6.28 | $ 6.28 |
Weighted- Average Grant Date Fair Value, Exercisable as of March 31, 2023 | $ 2.80 | |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 8 months 23 days | 7 years 11 months 23 days |
Weighted-Average Remaining Contractual Term, Exercisable as of March 31, 2023 | 6 years 11 months 19 days | |
Aggregate Intrinsic Value, Outstanding | $ 9,449 | $ 4,296 |
Aggregate Intrinsic Value, Exercisable as of March 31, 2023 | $ 7,134 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Fair Value of Stock Options Granted are Estimated Using Black Scholes Option Pricing Model (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Risk-free interest rate | 2.21% |
Weighted-average volatility | 65.22% |
Dividend yield | 0% |
Expected years until exercise | 6 years 6 months |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accu-Trade Acquisition | |
Business Acquisition [Line Items] | |
Potentional contingent consideration to be paid in stock | $ 15 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Earnings Per Share [Abstract] | |||
Net income | $ 11,479 | $ 4,340 | |
Basic weighted-average common shares outstanding | 66,530 | 69,463 | |
Effect of dilutive stock-based compensation awards | [1] | 1,217 | 1,436 |
Diluted weighted-average common shares outstanding | 67,747 | 70,899 | |
Earnings per share, basic | $ 0.17 | $ 0.06 | |
Earnings per share, diluted | $ 0.17 | $ 0.06 | |
[1] There were 554 and 1,738 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended March 31, 2023 and March 31, 2022, respectively, as their inclusion would have had an anti-dilutive effect. |
Earnings Per Share - Computat_2
Earnings Per Share - Computation of Earnings (Loss) Per Share (Parenthetical) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Potential common shares excluded from diluted weighted-average shares outstanding | 554 | 1,738 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Effective income tax rate, income tax expense (benefit) percentage | 8.30% |
Federal statutory rate | 21% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Varied from Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision at statutory rate | $ 2,630 | |
State income taxes, net of federal income tax benefit | 340 | |
Stock-based compensation | (1,891) | |
Uncertain tax positions | 289 | |
Valuation allowance | 714 | |
Other, net | (1,037) | |
Income tax expense | $ 1,045 | $ (2,521) |
Income tax provision at statutory rate, percent | 21% | |
State income taxes, net of federal income tax benefit, percent | 2.70% | |
Stock-based compensation, percent | (15.10%) | |
Uncertain tax positions, percent | 2.30% | |
Valuation allowance, percent | 5.70% | |
Other, net, percent | (8.30%) | |
Income tax expense (benefit), percent | 8.30% |