Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
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 | 66,116,556 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 31,363 | $ 39,198 |
Accounts receivable, net | 125,670 | 125,373 |
Prepaid expenses | 12,494 | 12,553 |
Other current assets | 7,644 | 1,314 |
Total current assets | 177,171 | 178,438 |
Property and equipment, net | 43,379 | 43,853 |
Goodwill | 146,104 | 147,058 |
Intangible assets, net | 647,302 | 669,167 |
Deferred tax assets, net | 108,647 | 112,953 |
Investments and other assets, net | 20,528 | 20,980 |
Total assets | 1,143,131 | 1,172,449 |
Current liabilities: | ||
Accounts payable | 25,583 | 22,259 |
Accrued compensation | 17,996 | 31,669 |
Current portion of long-term debt, net | 0 | 23,129 |
Other accrued liabilities | 65,785 | 68,691 |
Total current liabilities | 109,364 | 145,748 |
Noncurrent liabilities: | ||
Long-term debt, net | 473,755 | 460,119 |
Deferred tax liabilities | 8,687 | 8,757 |
Other noncurrent liabilities | 69,875 | 65,717 |
Total noncurrent liabilities | 552,317 | 534,593 |
Total liabilities | 661,681 | 680,341 |
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, 2024 and December 31, 2023, respectively | 0 | 0 |
Common Stock at par, $0.01 par value; 300,000 shares authorized; 66,228 and 65,929 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 662 | 659 |
Additional paid-in capital | 1,489,525 | 1,500,232 |
Accumulated deficit | (1,008,950) | (1,009,734) |
Accumulated other comprehensive income | 213 | 951 |
Total stockholders' equity | 481,450 | 492,108 |
Total liabilities and stockholders' equity | $ 1,143,131 | $ 1,172,449 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 66,228,000 | 65,929,000 |
Common stock, shares outstanding | 66,228,000 | 65,929,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue | $ 180,176 | $ 167,068 |
Operating expenses: | ||
Cost of revenue and operations | 29,962 | 29,795 |
Product and technology | 28,085 | 24,101 |
Marketing and sales | 59,163 | 58,297 |
General and administrative | 22,857 | 18,304 |
Depreciation and amortization | 27,365 | 24,042 |
Total operating expenses | 167,432 | 154,539 |
Operating income | 12,744 | 12,529 |
Nonoperating expense: | ||
Interest expense, net | (8,321) | (8,244) |
Other (expense) income, net | (3,603) | 8,239 |
Total nonoperating expense, net | (11,924) | (5) |
Income before income taxes | 820 | 12,524 |
Income tax expense | 36 | 1,045 |
Net income | $ 784 | $ 11,479 |
Weighted-average common shares outstanding: | ||
Basic | 66,318 | 66,530 |
Diluted | 67,291 | 67,747 |
Earnings per share: | ||
Basic | $ 0.01 | $ 0.17 |
Diluted | $ 0.01 | $ 0.17 |
Dealer | ||
Revenue: | ||
Total revenue | $ 161,815 | $ 149,843 |
OEM and National | ||
Revenue: | ||
Total revenue | 15,307 | 13,543 |
Other | ||
Revenue: | ||
Total revenue | $ 3,054 | $ 3,682 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 784 | $ 11,479 |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustments | (738) | 0 |
Total other comprehensive loss, net of tax | (738) | 0 |
Comprehensive income | $ 46 | $ 11,479 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balance at Dec. 31, 2022 | $ 384,430 | $ 662 | $ 1,511,944 | $ (1,128,176) | $ 0 |
Balance, Shares at Dec. 31, 2022 | 66,287 | ||||
Net Income (Loss) | 11,479 | 11,479 | |||
Repurchases of common stock(shares) | (413) | ||||
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 | ||||
Stock-based compensation | 6,049 | 6,049 | |||
Balance at Mar. 31, 2023 | 384,987 | $ 668 | 1,501,016 | (1,116,697) | 0 |
Balance, Shares at Mar. 31, 2023 | 66,850 | ||||
Balance at Dec. 31, 2023 | 492,108 | $ 659 | 1,500,232 | (1,009,734) | 951 |
Balance, Shares at Dec. 31, 2023 | 65,929 | ||||
Net Income (Loss) | 784 | 784 | |||
Other comprehensive loss, net of tax | (738) | 0 | (738) | ||
Repurchases of common stock(shares) | (533) | ||||
Repurchases of common stock (value) | (9,495) | $ (5) | (9,490) | ||
Shares issued in connection with stock-based compensation plans, net | (8,357) | $ 8 | (8,365) | ||
Shares issued in connection with stock-based compensation plans, net, Shares | 832 | ||||
Stock-based compensation | 7,148 | 7,148 | |||
Balance at Mar. 31, 2024 | $ 481,450 | $ 662 | $ 1,489,525 | $ (1,008,950) | $ 213 |
Balance, Shares at Mar. 31, 2024 | 66,228 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ 784 | $ 11,479 |
Adjustments to reconcile Net income to Net cash provided by operating activities: | ||
Depreciation | 6,360 | 4,884 |
Amortization of intangible assets | 21,005 | 19,158 |
Changes in fair value of contingent consideration | 2,554 | (8,259) |
Stock-based compensation | 7,074 | 5,982 |
Deferred income taxes | 4,426 | (228) |
Provision for doubtful accounts | 741 | 447 |
Amortization of debt issuance costs | 738 | 781 |
Unrealized loss on foreign currency denominated transactions | 1,009 | 0 |
Amortization of deferred revenue related to AccuTrade acquisition | 0 | (883) |
Other, net | 217 | 134 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,155) | (6,552) |
Prepaid expenses and other assets | (5,531) | (3,039) |
Accounts payable | 3,294 | (859) |
Accrued compensation | (13,585) | (6,904) |
Other liabilities | 5,537 | 12,000 |
Net cash provided by operating activities | 33,468 | 28,141 |
Cash flows from investing activities: | ||
Capitalization of internally developed technology | (5,305) | (5,172) |
Purchase of property and equipment | (708) | (199) |
Net cash used in investing activities | (6,013) | (5,371) |
Cash flows from financing activities: | ||
Payments of Revolving Loan borrowings and long-term debt | (10,000) | (18,750) |
Payments for stock-based compensation plans, net | (8,357) | (9,797) |
Repurchases of common stock | (9,096) | (7,100) |
Payments of contingent consideration | (7,750) | 0 |
Net cash used in financing activities | (35,203) | (35,647) |
Effect of exchange rate changes on Cash and cash equivalents | (87) | 0 |
Net decrease in Cash and cash equivalents | (7,835) | (12,877) |
Cash and cash equivalents at beginning of period | 39,198 | 31,715 |
Cash and cash equivalents at end of period | 31,363 | 18,838 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 1,168 | 96 |
Cash paid for interest and swap | $ 2,566 | $ 1,486 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 784 | $ 11,479 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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., d/b/a Cars Commerce Inc. (the "Company" or "Cars Commerce") is an audience-driven technology company empowering the automotive industry. The Company simplifies everything about car buying and selling with powerful products, solutions and AI-driven technologies that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around four industry-leading brands: the flagship automotive marketplace and dealer reputation site Cars.com, award-winning digital retail technology and marketing services from Dealer Inspire, essential trade-in and appraisal technology from AccuTrade, and exclusive in-market media solutions from the Cars Commerce Media Network. Basis of Presentation. The 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, 2023, which are included in the Company's Annual Report on Form 10-K as filed with the SEC on February 22, 2024 (the "December 31, 2023 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, 2023 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, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024. 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, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 2. Revenue Revenue Summary . The Company's Consolidated Statements of Income provide disaggregated revenue information that reflects the nature, timing, amount and uncertainty of cash flows related to the Company's revenue. Substantially all revenue was generated and located within the U.S. The Company's disaggregated revenue information is as follows (in thousands): Three Months Ended March 31, 2024 2023 Dealer $ 161,815 $ 149,843 OEM and National 15,307 13,543 Other 3,054 3,682 Total revenue $ 180,176 $ 167,068 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3. Business Combinations D2C Acquisition. On November 1, 2023, the Company acquired all of the outstanding stock of D2C Media Inc. and EZResults Inc. (collectively, the "D2C Acquisition"), a leading provider of website and digital advertising solutions in Canada for $ 79.8 million total purchase consideration. The Company expensed as incurred total acquisition costs of $ 0.1 million during the quarter ended March 31, 2024. These costs were recorded in General and administrative expenses in the Consolidated Statements of Income. As part of the D2C Acquisition, the Company may be required to pay a cash earnout of up to an additional CAD$ 35.0 million (approximately USD$ 25.9 million as of March 31, 2024). The payment is not included in the total purchase consideration and is deemed compensation expense, as the potential cash compensation is to former equity holders who became employees and will be forfeited if employment is terminated prior to the end of the earnout period. The amount to be paid will be determined by the acquired business’ future achievement of certain revenue-related financial targets through December 31, 2025 and expensed over each performance period. The Company may expense up to CAD$ 15.0 million (approximately USD$ 11.1 million as of March 31, 2024) associated with the remaining portion of the earnout for each of the years ending December 31, 2024 and 2025. 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. The preliminary fair values of all assets acquired and liabilities assumed are subject to change within the one-year measurement period. The preliminary D2C Acquisition purchase price allocation is as follows (in thousands): Preliminary Cash consideration $ 79,841 Cash and cash equivalents $ 3,673 Accounts receivable 4,640 Other assets acquired (1) 1,378 Identified intangible assets (2) 38,967 Total assets acquired 48,658 Accounts payable and accrued liabilities ( 1,698 ) Other liabilities assumed (3) ( 815 ) Deferred tax liabilities, net ( 8,558 ) Total liabilities assumed ( 11,071 ) Net identifiable assets 37,587 Goodwill 42,254 Total purchase consideration $ 79,841 (1) Other assets acquired primarily consists of property and equipment, operating lease right of use assets and other prepaid expenses. (2) Preliminary information regarding the identifiable intangible assets acquired is as follows: Preliminary Acquisition-Date Fair Value Amortization Period Customer relationships $ 29,153 14 Acquired software 9,092 5 Trade name 722 5 Total $ 38,967 (3) Other liabilities assumed primarily consists of operating lease right of use liabilities and income taxes payable. A reconciliation of cash consideration to Payment for acquisitions, net of cash acquired related to the D2C Acquisition in the Consolidated Statements of Cash Flows as of December 31, 2023 is as follows (in thousands): Cash consideration $ 79,841 Less: Cash acquired ( 3,673 ) Total payment for D2C Media, net $ 76,168 Goodwill. In connection with the D2C Acquisition, the Company recorded goodwill in the amount of $ 42.3 million, which is primarily attributable to expected sales growth from existing and future customers, product offerings, technology and the value of the acquired assembled workforce. All of the goodwill is considered non-deductible for income tax purposes. The D2C Acquisition would have had an immaterial impact on the Company’s Consolidated Financial Statements for the three months ended March 31, 2023. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 56,212 $ — $ — $ 56,212 Total $ 56,212 $ — $ — $ 56,212 Fair value measurement at reporting date Total as of Level 1 Level 2 Level 3 Contingent consideration $ 61,408 $ — $ — $ 61,408 Total $ 61,408 $ — $ — $ 61,408 The roll-forward of the Level 3 contingent consideration from December 31, 2023 is as follows (in thousands): As of Payment of Contingent Consideration Fair Value (1) As of Contingent consideration $ 61,408 $ ( 7,750 ) $ 2,554 $ 56,212 (1) Fair value adjustments on contingent considerations are reflected within Other (expense) income, net in the Consolidated Statements of Income. The Company reviews and reassesses the estimated fair value of contingent consideration liabilities at each reporting period and the updated fair value could differ materially from the initial estimates. The Company recorded a contingent consideration liability at its estimated fair value at the date of acquisition based on expected future payment. The Company measures contingent consideration recognized in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The fair value measurement has one significant input of projected financial information. Significant increases or decreases to this input in isolation could result in a significantly higher or lower liability. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and each reporting period and the amount paid will be recognized in earnings. Payments of contingent consideration reduce the corresponding liability, which was recorded upon acquisition and measured on a recurring basis as discussed above. The Company's contingent consideration obligations arise from acquisitions that involve a potential future payment of consideration that is contingent upon the achievement of certain financial or operational metrics. The contingent consideration is classified on the Consolidated Balance Sheets based on expected payment dates. As of March 31, 2024, $ 16.4 million and $ 39.8 million were included within Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets, respectively. As of December 31, 2023, $ 25.8 million and $ 35.6 million were included within Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets, respectively. For information related to the contingent consideration agreements, see Note 3 (Business Combinations) in Part II, Item 8., "Financial Statements and Supplementary Data", of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 22, 2024. The Company ex pects to make the remaining payments on the contingent consideration in 2024 and 2025. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5. Debt As of March 31, 2024, the Company was in compliance with the covenants under its debt agreements. The Company’s borrowings are limited by its Senior Secured Leverage Ratio and Consolidated Interest Coverage Ratio, among other factors, which are calculated in accordance with the Company's Credit Agreement, and were 0.4 x and 6.3 x, respectively, as of March 31, 2024. Term Loan. As of March 31, 2024, the outstanding principal amount under the Term Loan was $ 45.0 million and the interest rate in effect was 7.4 %. During the three months ended March 31, 2024, the Company made $ 10.0 million in Term Loan payments. Revolving Loan. As of March 31, 2024, $ 195.0 million was available to borrow under the Revolving Loan. The Company had $ 35.0 million of outstanding borrowings as of March 31, 2024 and had no payments or drawdowns on the Revolving Loan during the three months ended March 31, 2024. Fourth Amendment to the Credit Agreement. In the second quarter of 2023, the Company entered into an amendment (the "Fourth Amendment") to the Credit Agreement. The Fourth Amendment, among other things, memorializes certain terms of the Credit Agreement to replace the relevant benchmark provisions from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") and makes certain other conforming and mechanical changes. This amendment also included a more favorable credit spread adjustment. Except as modified by the Fourth Amendment, the existing terms of the Credit Agreement remain in effect. Fifth Amendment to the Credit Agreement. On May 6, 2024, the Company entered into an amendment to the Credit Agreement. For further information, see Note 11 (Subsequent Event) below. Senior Unsecured Notes. In October 2020, the Company issued $ 400.0 million aggregate principal amount of 6.375 % Senior Unsecured Notes due in 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, 2024 and December 31, 2023 were as follows (in millions): March 31, 2024 December 31, 2023 Fair value $ 467.0 $ 470.9 Carrying value 480.0 490.0 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. Commitments and Contingencies From time to time, the Company and its subsidiaries may become involved in actions, claims, suits or other legal or administrative proceedings arising in the ordinary course of business. 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. Significant judgment is required to determine both the probability and the estimated amount. In the opinion of management, the Company is not currently 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 7. 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. 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, 2024, the Company repurchased and subsequently retired 0.5 million shares for $ 9.5 million at an average price paid per share of $ 17.83 . 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 . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 8. 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, 2024 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2023 (1) 3,725 $ 15.67 Granted 1,668 16.94 Vested and delivered ( 1,283 ) 15.70 Forfeited ( 85 ) 15.64 Outstanding as of March 31, 2024 (1) 4,025 $ 16.19 (1) Includes 358 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, 2024 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2023 512 $ 15.66 Granted 282 16.94 Vested and delivered — — Forfeited — — Outstanding as of March 31, 2024 794 $ 16.12 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, 2024 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, 2023 1,067 $ 6.28 6.98 $ 9,096 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding as of March 31, 2024 1,067 $ 6.28 6.73 $ 7,186 Exercisable as of March 31, 2024 804 $ 5.27 6.33 $ 6,631 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 9. Earnings Per Share Basic earnings per share is calculated by dividing Net income by the weighted-average number of shares of the Company's 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 AccuTrade acquisition, the Company may pay up to $ 15.0 million of the contingent consideration in shares of the Company's common 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, 2024 2023 Net income $ 784 $ 11,479 Basic weighted-average common shares outstanding 66,318 66,530 Effect of dilutive stock-based compensation awards (1) 973 1,217 Diluted weighted-average common shares outstanding 67,291 67,747 Earnings per share, basic $ 0.01 $ 0.17 Earnings per share, diluted 0.01 0.17 (1) There were 1,416 and 554 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended March 31, 2024 and 2023, respectively, as their inclusion would have had an anti-dilutive effect. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10. Income Taxes Deferred Tax Asset and Valuation Allowance. Prior to June 30, 2023, the Company concluded a valuation allowance was required against its deferred tax assets. In reaching this conclusion, in accordance with U.S. GAAP, the Company 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 significant negative evidence to require a valuation allowance. Therefore, the Company recorded a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized in future periods. At each reporting date, the Company evaluates the realizability of its deferred tax assets to determine whether a valuation allowance is warranted. As of June 30, 2023, the Company evaluated all available evidence and determined that the Company's recent performance and future projections enabled the Company to release a significant portion of the Company's valuation allowance that was previously recorded. There was no change to the Company’s position or valuation allowance balance during the three months ended March 31, 2024. Effective Tax Rate. The effective income tax rate, expressed by calculating the Income tax expense as a percentage of income before income tax, differed from the statutory federal income tax rate of 21 %, primarily due to the tax benefits realized on stock-based compensation, as well as tax credits, partially offset by the tax impact of non-deductible contingent consideration and earnouts. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 11. Subsequent Event On May 6, 2024, the Company amended and extended its existing Credit Agreement which resulted in a new $ 350.0 million Revolving Loan due in 2029. Upon closing, the Company borrowed $ 80.0 million on the new Revolving Loan to pay off and extinguish the existing Term Loan and Revolving Loan balances. Additionally, as part of this amendment, the SOFR floor was removed and the financial covenant leverage test changed to Net Senior Secured Leverage from Senior Secured Leverage, among other things, as defined in Exhibit 10.1, Fifth Amendment to Credit Agreement in Part II, Item 6., "Exhibits" of this Quarterly Report on Form 10-Q. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation. The 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, 2023, which are included in the Company's Annual Report on Form 10-K as filed with the SEC on February 22, 2024 (the "December 31, 2023 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, 2023 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, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024. |
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. |
Reclassification | 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, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue Information | The Company's disaggregated revenue information is as follows (in thousands): Three Months Ended March 31, 2024 2023 Dealer $ 161,815 $ 149,843 OEM and National 15,307 13,543 Other 3,054 3,682 Total revenue $ 180,176 $ 167,068 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
D2C Acquisition | |
Business Acquisition [Line Items] | |
Acquisition Purchase Price Allocation | The preliminary D2C Acquisition purchase price allocation is as follows (in thousands): Preliminary Cash consideration $ 79,841 Cash and cash equivalents $ 3,673 Accounts receivable 4,640 Other assets acquired (1) 1,378 Identified intangible assets (2) 38,967 Total assets acquired 48,658 Accounts payable and accrued liabilities ( 1,698 ) Other liabilities assumed (3) ( 815 ) Deferred tax liabilities, net ( 8,558 ) Total liabilities assumed ( 11,071 ) Net identifiable assets 37,587 Goodwill 42,254 Total purchase consideration $ 79,841 (1) Other assets acquired primarily consists of property and equipment, operating lease right of use assets and other prepaid expenses. (2) Preliminary information regarding the identifiable intangible assets acquired is as follows: Preliminary Acquisition-Date Fair Value Amortization Period Customer relationships $ 29,153 14 Acquired software 9,092 5 Trade name 722 5 Total $ 38,967 (3) Other liabilities assumed primarily consists of operating lease right of use liabilities and income taxes payable. |
D2C Media | |
Business Acquisition [Line Items] | |
Acquisition Purchase Price Allocation | A reconciliation of cash consideration to Payment for acquisitions, net of cash acquired related to the D2C Acquisition in the Consolidated Statements of Cash Flows as of December 31, 2023 is as follows (in thousands): Cash consideration $ 79,841 Less: Cash acquired ( 3,673 ) Total payment for D2C Media, net $ 76,168 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 56,212 $ — $ — $ 56,212 Total $ 56,212 $ — $ — $ 56,212 Fair value measurement at reporting date Total as of Level 1 Level 2 Level 3 Contingent consideration $ 61,408 $ — $ — $ 61,408 Total $ 61,408 $ — $ — $ 61,408 |
Schedule Of Contingent Consideration | The roll-forward of the Level 3 contingent consideration from December 31, 2023 is as follows (in thousands): As of Payment of Contingent Consideration Fair Value (1) As of Contingent consideration $ 61,408 $ ( 7,750 ) $ 2,554 $ 56,212 (1) Fair value adjustments on contingent considerations are reflected within Other (expense) income, net in the Consolidated Statements of Income. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and December 31, 2023 were as follows (in millions): March 31, 2024 December 31, 2023 Fair value $ 467.0 $ 470.9 Carrying value 480.0 490.0 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of RSU Activity | RSU activity for the three months ended March 31, 2024 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2023 (1) 3,725 $ 15.67 Granted 1,668 16.94 Vested and delivered ( 1,283 ) 15.70 Forfeited ( 85 ) 15.64 Outstanding as of March 31, 2024 (1) 4,025 $ 16.19 (1) Includes 358 RSUs that were vested, but not yet delivered. |
Summary of PSU Activity | PSU activity for the three months ended March 31, 2024 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2023 512 $ 15.66 Granted 282 16.94 Vested and delivered — — Forfeited — — Outstanding as of March 31, 2024 794 $ 16.12 |
Summary of Stock Option Activity | Stock option activity for the three months ended March 31, 2024 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, 2023 1,067 $ 6.28 6.98 $ 9,096 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding as of March 31, 2024 1,067 $ 6.28 6.73 $ 7,186 Exercisable as of March 31, 2024 804 $ 5.27 6.33 $ 6,631 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | The computation of Earnings per share is as follows (in thousands, except per share data): Three Months Ended March 31, 2024 2023 Net income $ 784 $ 11,479 Basic weighted-average common shares outstanding 66,318 66,530 Effect of dilutive stock-based compensation awards (1) 973 1,217 Diluted weighted-average common shares outstanding 67,291 67,747 Earnings per share, basic $ 0.01 $ 0.17 Earnings per share, diluted 0.01 0.17 (1) There were 1,416 and 554 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended March 31, 2024 and 2023, respectively, as their inclusion would have had an anti-dilutive effect. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Percentage of ownership by the company | 100% |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregated Revenue Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 180,176 | $ 167,068 |
Dealer | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 161,815 | 149,843 |
OEM and National | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 15,307 | 13,543 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 3,054 | $ 3,682 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Nov. 01, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2025 CAD ($) | Dec. 31, 2024 CAD ($) | Mar. 31, 2024 CAD ($) | Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 146,104 | $ 147,058 | ||||
D2C Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, total consideration | $ 79,800 | |||||
Business acquisition, transaction costs | 100 | |||||
Additional payment of cash compensation to employees | 25,900 | $ 35 | ||||
Additional payment | 11,100 | |||||
Goodwill | $ 42,254 | $ 42,300 | ||||
D2C Acquisition | Scenario Forecast | ||||||
Business Acquisition [Line Items] | ||||||
Additional payment | $ 15 | $ 15 |
Business Combinations - Acquisi
Business Combinations - Acquisition Purchase Price Allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 01, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | ||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 38,967 | |||
Goodwill | $ 147,058 | $ 146,104 | ||
D2C Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | 79,841 | 79,841 | ||
Cash and cash equivalents | 3,673 | 3,673 | ||
Accounts receivable | 4,640 | |||
Other assets acquired | [1] | 1,378 | ||
Identified intangible assets | [2] | 38,967 | ||
Total assets acquired | 48,658 | |||
Accounts payable and accrued liabilities | (1,698) | |||
Other liabilities assumed | [3] | (815) | ||
Deferred tax liabilities, net | (8,558) | |||
Total liabilities assumed | (11,071) | |||
Net identifiable assets | 37,587 | |||
Goodwill | 42,254 | $ 42,300 | ||
Total consideration | 79,841 | |||
Less: Cash acquired | $ (3,673) | (3,673) | ||
Total payment for D2C Media, net | $ 76,168 | |||
[1] Other assets acquired primarily consists of property and equipment, operating lease right of use assets and other prepaid expenses. Preliminary information regarding the identifiable intangible assets acquired is as follows: Other liabilities assumed primarily consists of operating lease right of use liabilities and income taxes payable. |
Business Combinations - Acqui_2
Business Combinations - Acquisition Purchase Price Allocation (Parenthetical) (Details) $ in Thousands | Nov. 01, 2023 USD ($) |
Business Acquisition [Line Items] | |
Identified intangible assets | $ 38,967 |
Customer relationships | |
Business Acquisition [Line Items] | |
Identified intangible assets | $ 29,153 |
Amortization Period (in years) | 14 years |
Acquired software | |
Business Acquisition [Line Items] | |
Identified intangible assets | $ 9,092 |
Amortization Period (in years) | 5 years |
Trade name | |
Business Acquisition [Line Items] | |
Identified intangible assets | $ 722 |
Amortization Period (in years) | 5 years |
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, 2024 | Dec. 31, 2023 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 56,212 | $ 61,408 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 56,212 | 61,408 |
Total | 56,212 | 61,408 |
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 | 56,212 | 61,408 |
Total | $ 56,212 | $ 61,408 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Contingent Consideration (Details) - Level 3 $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, Beginning | $ 61,408 | |
Payment of contingent consideration | (7,750) | |
Contingent consideration fair value adjustment | 2,554 | [1] |
Contingent consideration, Ending | $ 56,212 | |
[1] Fair value adjustments on contingent considerations are reflected within Other (expense) income, net in the Consolidated Statements of Income. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Accrued Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 16.4 | $ 25.8 |
Other Noncurrent Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 39.8 | $ 35.6 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Oct. 30, 2020 USD ($) | Mar. 31, 2024 USD ($) | Oct. 31, 2020 | |
Line Of Credit Facility [Line Items] | |||
Senior secured leverages ratio | 0.4 | ||
Net Leverage Ratio | 6.3 | ||
Debt instrument, covenant description | The Company’s borrowings are limited by its Senior Secured Leverage Ratio and Consolidated Interest Coverage Ratio, among other factors, which are calculated in accordance with the Company's Credit Agreement, and were 0.4x and 6.3x, respectively, as of March 31, 2024. | ||
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 | $ 45 | ||
Effective interest rate | 7.40% | ||
Repayment of loan | $ 10 | ||
Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Borrowings | 195 | ||
Amount available to borrow | 35 | ||
Repayment of loan | $ 0 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Outstanding indebtedness, Carrying value | $ 473,755 | $ 460,119 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Outstanding indebtedness, Fair value | 467,000 | 470,900 |
Outstanding indebtedness, Carrying value | $ 480,000 | $ 490,000 |
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, 2024 | Mar. 31, 2023 | |
Stockholders Equity [Line Items] | |||
Share repurchase program, duration | 3 years | ||
Stock Repurchase Program, Authorized Amount | $ 200 | ||
Share purchased and retired | 0.5 | 0.4 | |
Share purchased and retired, amount | $ 9.5 | $ 7.2 | |
Stock Purchased Average Price Per Share | $ 17.83 | $ 17.38 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 $ / shares shares | ||
Number of Share Units | ||
Share Units, Outstanding as of December 31, 2023 | shares | 3,725 | [1] |
Share Units, Granted | shares | 1,668 | |
Share Units, Vested and Delivered | shares | (1,283) | |
Share Units, Forfeited | shares | (85) | |
Share Units, Outstanding as of March 31, 2024 | shares | 4,025 | [1] |
Weighted-Average Grant Date Fair Value | ||
Weighted-Average Grant Date Fair Value, Outstanding as of December 31, 2022 | $ / shares | $ 15.67 | [1] |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 16.94 | |
Weighted-Average Grant Date Fair Value, Vested and Delivered | $ / shares | 15.7 | |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 15.64 | |
Weighted-Average Grant Date Fair Value, Outstanding as of September 30, 2023 | $ / shares | $ 16.19 | [1] |
[1] Includes 358 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, 2024 shares | |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs vested but not yet delivered | 358 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of PSU Activity (Details) - PSUs shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Share Units | |
Share Units, Outstanding as of December 31, 2023 | shares | 512 |
Share Units, Granted | shares | 282 |
Share Units, Vested and Delivered | shares | 0 |
Share Units, Forfeited | shares | 0 |
Share Units, Outstanding as of March 31, 2024 | shares | 794 |
Weighted-Average Grant Date Fair Value | |
Weighted-Average Grant Date Fair Value, Outstanding as of December 31, 2022 | $ / shares | $ 15.66 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 16.94 |
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 September 30, 2023 | $ / shares | $ 16.12 |
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, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Share Units, Outstanding as of December 31, 2023 | 1,067 | |
Share Units, Granted | 0 | |
Share Units, Exercised | 0 | |
Share Units, Forfeited | 0 | |
Share Units, Outstanding as of March 31, 2024 | 1,067 | 1,067 |
Share Units, Exercisable as of March 31, 2024 | 804 | |
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2023 | $ 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, 2024 | 6.28 | $ 6.28 |
Weighted- Average Grant Date Fair Value, Exercisable as of March 31, 2024 | $ 5.27 | |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 8 months 23 days | 6 years 11 months 23 days |
Weighted-Average Remaining Contractual Term, Exercisable as of March 31, 2024 | 6 years 3 months 29 days | |
Aggregate Intrinsic Value, Outstanding | $ 7,186 | $ 9,096 |
Aggregate Intrinsic Value, Exercisable as of March 31, 2024 | $ 6,631 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 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 Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Earnings Per Share [Abstract] | |||
Net income | $ 784 | $ 11,479 | |
Basic weighted-average common shares outstanding | 66,318 | 66,530 | |
Effect of dilutive stock-based compensation awards | [1] | 973 | 1,217 |
Diluted weighted-average common shares outstanding | 67,291 | 67,747 | |
Earnings per share, basic | $ 0.01 | $ 0.17 | |
Earnings per share, diluted | $ 0.01 | $ 0.17 | |
[1] There were 1,416 and 554 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended March 31, 2024 and 2023, respectively, as their inclusion would have had an anti-dilutive effect. |
Earnings Per Share - Computat_2
Earnings Per Share - Computation of Earnings Per Share (Parenthetical) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Potential common shares excluded from diluted weighted-average shares outstanding | 1,416 | 554 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Federal statutory rate | 21% |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Subsequent Event Member - Revolving Credit Facility $ in Millions | May 06, 2024 USD ($) |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 350 |
Amount of borrowing capacity drawn down | $ 80 |