Cars.com (CARS) 10-Q 8 Aug 24 2024 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Aug. 01, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Trading Symbol	CARS
Document Fiscal Period Focus	Q2
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		66,020,058

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 29,071	$ 39,198
Accounts receivable, net	128,532	125,373
Prepaid expenses	10,135	12,553
Other current assets	10,321	1,314
Total current assets	178,059	178,438
Property and equipment, net	42,978	43,853
Goodwill	145,360	147,058
Intangible assets, net	625,700	669,167
Deferred tax assets, net	105,228	112,953
Investments and other assets, net	23,217	20,980
Total assets	1,120,542	1,172,449
Current liabilities:
Accounts payable	29,570	22,259
Accrued compensation	22,703	31,669
Current portion of long-term debt, net	0	23,129
Other accrued liabilities	64,312	68,691
Total current liabilities	116,585	145,748
Noncurrent liabilities:
Long-term debt, net	469,670	460,119
Deferred tax liabilities, net	8,222	8,757
Other noncurrent liabilities	29,174	65,717
Total noncurrent liabilities	507,066	534,593
Total liabilities	623,651	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 June 30, 2024 and December 31, 2023, respectively	0	0
Common Stock at par, $0.01 par value; 300,000 shares authorized; 66,169 and 65,929 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	662	659
Additional paid-in capital	1,493,923	1,500,232
Accumulated deficit	(997,569)	(1,009,734)
Accumulated other comprehensive (loss) income	(125)	951
Total stockholders' equity	496,891	492,108
Total liabilities and stockholders' equity	$ 1,120,542	$ 1,172,449

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 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	66,169,000	65,929,000
Common stock, shares outstanding	66,169,000	65,929,000

Consolidated Statements of Inco

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue:
Total revenue		$ 178,894	$ 168,176	$ 359,070	$ 335,244
Operating expenses:
Cost of revenue and operations		31,030	30,415	60,992	60,210
Product and technology		27,583	24,956	55,668	49,057
Marketing and sales		60,213	58,153	119,376	116,450
General and administrative		22,980	17,649	45,837	35,953
Depreciation and amortization		27,571	24,669	54,936	48,711
Total operating expenses		169,377	155,842	336,809	310,381
Operating income		9,517	12,334	22,261	24,863
Nonoperating expenses:
Interest expense, net		(8,109)	(8,150)	(16,430)	(16,394)
Other income (expense), net		14,990	(3,133)	11,387	5,106
Total nonoperating income (expense), net		6,881	(11,283)	(5,043)	(11,288)
Income before income taxes		16,398	1,051	17,218	13,575
Income tax expense (benefit)		5,017	(93,075)	5,053	(92,030)
Net income	[1]	$ 11,381	$ 94,126	$ 12,165	$ 105,605
Weighted-average common shares outstanding:
Basic		66,534	66,762	66,426	66,646
Diluted		67,821	68,493	67,514	68,118
Earnings per share:
Basic	[1]	$ 0.17	$ 1.41	$ 0.18	$ 1.58
Diluted	[1]	$ 0.17	$ 1.37	$ 0.18	$ 1.55
Dealer
Revenue:
Total revenue		$ 159,843	$ 153,309	$ 321,658	$ 303,152
OEM and National
Revenue:
Total revenue		15,828	12,402	31,135	25,945
Other
Revenue:
Total revenue		$ 3,223	$ 2,465	$ 6,277	$ 6,147
[1] During the three and six months ended June 30, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes).

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	[1]	$ 11,381	$ 94,126	$ 12,165	$ 105,605
Other comprehensive loss, net of tax:
Foreign currency translation adjustments		(338)	0	(1,076)	0
Total other comprehensive loss, net of tax		(338)	0	(1,076)	0
Comprehensive income		$ 11,043	$ 94,126	$ 11,089	$ 105,605
[1] During the three and six months ended June 30, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes).

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 (Loss)
Balance at Dec. 31, 2022		$ 384,430		$ 662	$ 1,511,944	$ (1,128,176)
Balance, Shares at Dec. 31, 2022				66,287
Net Income (Loss)		11,479				11,479
Repurchases of common stock (value)		(7,174)		$ (4)	(7,170)
Repurchases of common stock(shares)				(413)
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)
Balance, Shares at Mar. 31, 2023				66,850
Balance at Dec. 31, 2022		384,430		$ 662	1,511,944	(1,128,176)
Balance, Shares at Dec. 31, 2022				66,287
Net Income (Loss)	[1]	105,605
Balance at Jun. 30, 2023		477,457		$ 665	1,499,363	(1,022,571)
Balance, Shares at Jun. 30, 2023				66,477
Balance at Mar. 31, 2023		384,987		$ 668	1,501,016	(1,116,697)
Balance, Shares at Mar. 31, 2023				66,850
Net Income (Loss)		94,126	[1]			94,126
Repurchases of common stock (value)		(9,992)		$ (5)	(9,987)
Repurchases of common stock(shares)				(532)
Shares issued in connection with stock-based compensation plans, net		728		$ 2	726
Shares issued in connection with stock-based compensation plans, net, Shares				159
Stock-based compensation		7,608			7,608
Balance at Jun. 30, 2023		477,457		$ 665	1,499,363	(1,022,571)
Balance, Shares at Jun. 30, 2023				66,477
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 (value)		(9,495)		$ (5)	(9,490)
Repurchases of common stock(shares)				(533)
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
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)	[1]	12,165
Balance at Jun. 30, 2024		496,891		$ 662	1,493,923	(997,569)	(125)
Balance, Shares at Jun. 30, 2024				66,169
Balance at Mar. 31, 2024		481,450		$ 662	1,489,525	(1,008,950)	213
Balance, Shares at Mar. 31, 2024				66,228
Net Income (Loss)		11,381	[1]			11,381
Other comprehensive loss, net of tax		(338)			0		(338)
Repurchases of common stock (value)		(4,940)		$ (2)	(4,938)
Repurchases of common stock(shares)				(273)
Shares issued in connection with stock-based compensation plans, net		800		$ 2	798
Shares issued in connection with stock-based compensation plans, net, Shares				214
Stock-based compensation		8,538			8,538
Balance at Jun. 30, 2024		$ 496,891		$ 662	$ 1,493,923	$ (997,569)	$ (125)
Balance, Shares at Jun. 30, 2024				66,169
[1] During the three and six months ended June 30, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes).

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net Income (Loss)	[1]	$ 12,165	$ 105,605
Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation		12,722	10,394
Amortization of intangible assets		42,214	38,317
Changes in fair value of contingent consideration		(12,834)	(5,182)
Stock-based compensation		15,541	13,520
Deferred income taxes		7,798	(92,587)
Provision for doubtful accounts		1,753	1,319
Amortization of debt issuance costs		1,289	1,549
Unrealized loss on foreign currency denominated transactions		1,480	0
Amortization of deferred revenue related to AccuTrade acquisition		0	(883)
Other, net		578	330
Changes in operating assets and liabilities:
Accounts receivable		(5,090)	(4,626)
Prepaid expenses and other assets		(6,869)	(8,065)
Accounts payable		7,282	1,658
Accrued compensation		(8,834)	(2,973)
Other liabilities		(473)	(2,194)
Net cash provided by operating activities		68,722	56,182
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired		(218)	0
Capitalization of internally developed technology		(11,176)	(10,061)
Purchase of property and equipment		(1,099)	(508)
Net cash used in investing activities		(12,493)	(10,569)
Cash flows from financing activities:
Payments of Revolving Loan borrowings and long-term debt		(15,000)	(22,500)
Payments for stock-based compensation plans, net		(7,557)	(9,069)
Repurchases of common stock		(14,362)	(17,154)
Payments of contingent consideration		(27,435)	0
Payments of debt issuance costs and other fees		(1,869)	0
Net cash used in financing activities		(66,223)	(48,723)
Effect of exchange rate changes on Cash and cash equivalents		(133)	0
Net decrease in Cash and cash equivalents		(10,127)	(3,110)
Cash and cash equivalents at beginning of period		39,198	31,715
Cash and cash equivalents at end of period		29,071	28,605
Supplemental cash flow information:
Cash paid for income taxes		4,639	12,282
Cash paid for interest and swap		$ 16,893	$ 15,541
[1] During the three and six months ended June 30, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes).

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						6 Months Ended
	Jun. 30, 2024		Mar. 31, 2024	Jun. 30, 2023		Mar. 31, 2023	Jun. 30, 2024		Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 11,381	[1]	$ 784	$ 94,126	[1]	$ 11,479	$ 12,165	[1]	$ 105,605	[1]
[1] During the three and six months ended June 30, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes).

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 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	6 Months Ended
	Jun. 30, 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 machine learning model driven artificial intelligence 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 SEC rules and regulations. 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 and six months ended June 30, 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. Recently Issued Accounting Standards Not Yet Adopted . In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates. The standard also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold. This amendment is effective for fiscal years beginning after December 15, 2024, on a prospective basis and early adoption and retrospective application are permitted. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker and included within each reported measure of segment profit or loss. This amendment is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures.

Revenue

Revenue	6 Months Ended
	Jun. 30, 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Dealer $ 159,843 $ 153,309 $ 321,658 $ 303,152 OEM and National 15,828 12,402 31,135 25,945 Other 3,223 2,465 6,277 6,147 Total revenue $ 178,894 $ 168,176 $ 359,070 $ 335,244

Business Combinations

Business Combinations	6 Months Ended
	Jun. 30, 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 $ 80.1 million total purchase consideration. 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$ 25.6 million as of June 30, 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$ 11.0 million as of June 30, 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 Total purchase consideration (4) $ 80,056 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) (4) ( 628 ) Deferred tax liabilities, net (4) ( 8,230 ) Total liabilities assumed ( 10,556 ) Net identifiable assets 38,102 Goodwill (4) 41,954 Total purchase consideration $ 80,056 (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. (4) During the quarter ended June 30, 2024, the Company recorded a $ 0.3 million pur chase accounting adjustment, $ 0.2 million of which is reflected in Payments for acquisitions, net of cash acquired in the Consolidated Statements of Cash Flows. A reconciliation of cash consideration to Payments 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 $ 42.0 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 and six months ended June 30, 2023 .

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 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 $ 21,139 $ — $ — $ 21,139 Total $ 21,139 $ — $ — $ 21,139 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 $ ( 27,435 ) $ ( 12,834 ) $ 21,139 (1) Fair value adjustments on contingent considerations are reflected with in Other income (expense), net in t he 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 in the Consolidated Balance Sheets based on expected payment dates. As of June 30, 2024 , $ 21.1 million was included within Other accrued liabilities in the Consolidated Balance Sheets. As of December 31, 2023 , $ 25.8 million and $ 35.6 million were included within Other accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets. 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	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Debt	NOTE 5. Debt As of June 30, 2024 the Company was in compliance with the covenants under its debt agreements. The Company’s borrowings are limited by its Senior Secured Net Leverage Ratio and Consolidated Interest Coverage Ratio, among other factors, which are calculated in accordance with the Company's Credit Agreement, and were 0.2 x and 6.4 x, respectively, as of June 30, 2024 . Fifth Amendment to the Credit Agreement. On May 6, 2024, the Company amended and extended its existing Credit Agreement (the "Fifth Amendment") which resulted in a new $ 350.0 million Revolving Loan due in 2029. Upon closing, the Company borrowed $ 80.0 million under the new Revolving Loan to pay off and extinguish the outstanding $ 45.0 million in aggregate principal amount of existing Term Loan and $ 35.0 million in aggregate principal amount of existing Revolving Loan balances. This was a non-cash transaction predominantly amongst existing lenders in the Credit Agreement and therefore is not reflected within the Consolidated Statements of Cash Flows. Additionally, the Fifth Amendment, among other things, removed the SOFR floor and replaced the financial covenant leverage test to Senior Secured Net Leverage from Senior Secured Leverage. Except as modified by the Fifth Amendment, the existing terms of the Credit Agreement, as amended, remain in effect. Revolving Loan. As of June 30, 2024 , $ 275.0 million was available to borrow under the Revolving Loan, and the Company had $ 75.0 million of outstanding borrowings. The Company made $ 5.0 million in cash payments on the Revolving Loan during the six months ended June 30, 2024 . There were no cash drawdowns during the period. Term Loan. During the six months ended June 30, 2024 , the Company made $ 10.0 million in Term Loan payments. In connection with the Fifth Amendment, the Company borrowed amounts under the new Revolving Loan to repay the remaining outstanding principal amount under the Term Loan in a non-cash transaction. 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 June 30, 2024 and December 31, 2023 were as follows (in millions): June 30, 2024 December 31, 2023 Fair value $ 465.9 $ 470.9 Carrying value 475.0 490.0

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 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	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Stockholders' Equity	NOTE 7. Stockholders' Equity In February 2022, the Company's Board of Directors authorized a three-year share repurchase program to acquire up to $ 200.0 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 six months ended June 30, 2024 , the Company repurchased and subsequently retired 0.8 million shares for $ 14.4 million at an average price paid per share of $ 17.91 . During the six months ended June 30, 2023 , the Company repurchased and subsequently retired 0.9 million shares f or $ 17.2 mil lion at an average price paid per share of $ 18.17 .

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 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 year to 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 six months ended June 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2023 3,725 $ 15.67 Granted 1,816 17.15 Vested and delivered ( 1,425 ) 15.59 Forfeited ( 222 ) 16.13 Outstanding as of June 30, 2024 (1) 3,894 $ 16.36 (1) Includes 376 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, or cumulative adjusted net income per share targets over a two-year or three-year performance period. These PSUs are subject to cliff vesting after the end of the respective performance period. PSU activity for the six months ended June 30, 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 419 17.23 Vested and delivered — — Forfeited — — Outstanding as of June 30, 2024 931 $ 16.37 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 six months ended June 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term): Number 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 June 30, 2024 1,067 $ 6.28 6.48 $ 9,876 Exercisable as of June 30, 2024 804 $ 5.27 6.08 $ 8,657

Earnings Per Share

Earnings Per Share	6 Months Ended
	Jun. 30, 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 compe nsation 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 . Th e computation of Earnings per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income (1) $ 11,381 $ 94,126 $ 12,165 $ 105,605 Basic weighted-average common shares outstanding 66,534 66,762 66,426 66,646 Effect of dilutive stock-based compensation awards (2) 1,287 1,731 1,088 1,472 Diluted weighted-average common shares outstanding 67,821 68,493 67,514 68,118 Earnings per share, basic (1) $ 0.17 $ 1.41 $ 0.18 $ 1.58 Earnings per share, diluted (1) 0.17 1.37 0.18 1.55 (1) During the three and six months ended June 30, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes). (2) There were 31 and 282 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended June 30, 2024 and 2023, respectively, and 37 and 428 potential common shares excluded from diluted weighted-average common shares outstanding for the six months ended June 30, 2024 and 2023 , respectively, as their inclusion would have had an anti-dilutive effect.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 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 was 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 had been previously recorded. There was no change to the Company’s position or valuation allowance balance during the three or six months ended June 30, 2024. Effective Tax Rate. The effective income tax rate for the six months ended June 30, 2024, expressed by calculating the Income tax expense (benefit) as a percentage of Income before income taxes, diff ered from the statutory federal income tax rate of 21 % primarily due to the impact of state income taxes, net of federal income tax expense, nondeductible transaction expenses and nondeductible executive compensation, partially offset by the tax benefits realized on stock-based compensation and tax credits.

Description of Business and S_2

Description of Business and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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 SEC rules and regulations. 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 and six months ended June 30, 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.
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted . In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates. The standard also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold. This amendment is effective for fiscal years beginning after December 15, 2024, on a prospective basis and early adoption and retrospective application are permitted. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker and included within each reported measure of segment profit or loss. This amendment is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures.

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Dealer $ 159,843 $ 153,309 $ 321,658 $ 303,152 OEM and National 15,828 12,402 31,135 25,945 Other 3,223 2,465 6,277 6,147 Total revenue $ 178,894 $ 168,176 $ 359,070 $ 335,244

Business Combinations (Tables)

Business Combinations (Tables)	6 Months Ended
	Jun. 30, 2024
D2C Acquisition
Business Acquisition [Line Items]
Acquisition Purchase Price Allocation	The preliminary D2C Acquisition purchase price allocation is as follows (in thousands): Preliminary Total purchase consideration (4) $ 80,056 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) (4) ( 628 ) Deferred tax liabilities, net (4) ( 8,230 ) Total liabilities assumed ( 10,556 ) Net identifiable assets 38,102 Goodwill (4) 41,954 Total purchase consideration $ 80,056 (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. (4) During the quarter ended June 30, 2024, the Company recorded a $ 0.3 million pur chase accounting adjustment, $ 0.2 million of which is reflected in Payments for acquisitions, net of cash acquired in the Consolidated Statements of Cash Flows.
D2C Media
Business Acquisition [Line Items]
Acquisition Purchase Price Allocation	A reconciliation of cash consideration to Payments 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)	6 Months Ended
	Jun. 30, 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 $ 21,139 $ — $ — $ 21,139 Total $ 21,139 $ — $ — $ 21,139 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 $ ( 27,435 ) $ ( 12,834 ) $ 21,139 (1) Fair value adjustments on contingent considerations are reflected with in Other income (expense), net in t he Consolidated Statements of Income.

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2024 and December 31, 2023 were as follows (in millions): June 30, 2024 December 31, 2023 Fair value $ 465.9 $ 470.9 Carrying value 475.0 490.0

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Summary of RSU Activity	RSU activity for the six months ended June 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2023 3,725 $ 15.67 Granted 1,816 17.15 Vested and delivered ( 1,425 ) 15.59 Forfeited ( 222 ) 16.13 Outstanding as of June 30, 2024 (1) 3,894 $ 16.36 (1) Includes 376 RSUs that were vested, but not yet delivered.
Summary of PSU Activity	PSU activity for the six months ended June 30, 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 419 17.23 Vested and delivered — — Forfeited — — Outstanding as of June 30, 2024 931 $ 16.37
Summary of Stock Option Activity	Stock option activity for the six months ended June 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term): Number 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 June 30, 2024 1,067 $ 6.28 6.48 $ 9,876 Exercisable as of June 30, 2024 804 $ 5.27 6.08 $ 8,657

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Computation of Earnings Per Share	Th e computation of Earnings per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income (1) $ 11,381 $ 94,126 $ 12,165 $ 105,605 Basic weighted-average common shares outstanding 66,534 66,762 66,426 66,646 Effect of dilutive stock-based compensation awards (2) 1,287 1,731 1,088 1,472 Diluted weighted-average common shares outstanding 67,821 68,493 67,514 68,118 Earnings per share, basic (1) $ 0.17 $ 1.41 $ 0.18 $ 1.58 Earnings per share, diluted (1) 0.17 1.37 0.18 1.55 (1) During the three and six months ended June 30, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes). (2) There were 31 and 282 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended June 30, 2024 and 2023, respectively, and 37 and 428 potential common shares excluded from diluted weighted-average common shares outstanding for the six months ended June 30, 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)	6 Months Ended
	Jun. 30, 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		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 178,894	$ 168,176	$ 359,070	$ 335,244
Dealer
Disaggregation of Revenue [Line Items]
Total revenue	159,843	153,309	321,658	303,152
OEM and National
Disaggregation of Revenue [Line Items]
Total revenue	15,828	12,402	31,135	25,945
Other
Disaggregation of Revenue [Line Items]
Total revenue	$ 3,223	$ 2,465	$ 6,277	$ 6,147

Business Combinations - Additio

Business Combinations - Additional Information (Details) $ in Thousands, $ in Millions				6 Months Ended	12 Months Ended
		Nov. 01, 2023 USD ($)		Jun. 30, 2024 USD ($)	Dec. 31, 2025 CAD ($)	Dec. 31, 2024 CAD ($)	Jun. 30, 2024 CAD ($)	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 145,360				$ 147,058
D2C Acquisition
Business Acquisition [Line Items]
Business acquisition, total consideration	[1]	$ 80,056
Additional payment of cash compensation to employees				25,600			$ 35
Additional payment				11,000
Goodwill		$ 41,954	[1]	$ 42,000
D2C Acquisition | Scenario Forecast
Business Acquisition [Line Items]
Additional payment					$ 15	$ 15
[1] During the quarter ended June 30, 2024, the Company recorded a $ 0.3 million pur chase accounting adjustment, $ 0.2 million of which is reflected in Payments for acquisitions, net of cash acquired in the Consolidated Statements of Cash Flows.

Business Combinations - Acquisi

Business Combinations - Acquisition Purchase Price Allocation (Details) - USD ($) $ in Thousands				12 Months Ended
		Nov. 01, 2023		Dec. 31, 2023	Jun. 30, 2024
Business Acquisition [Line Items]
Identified intangible assets		$ 38,967
Goodwill				$ 147,058	$ 145,360
D2C Acquisition
Business Acquisition [Line Items]
Total purchase consideration	[1]	80,056
Cash and cash equivalents		3,673		3,673
Accounts receivable		4,640
Other assets acquired	[2]	1,378
Identified intangible assets	[3]	38,967
Total assets acquired		48,658
Accounts payable and accrued liabilities		(1,698)
Other liabilities assumed	[1],[4]	(628)
Deferred tax liabilities, net	[1]	(8,230)
Total liabilities assumed		(10,556)
Net identifiable assets		38,102
Goodwill		41,954	[1]		$ 42,000
Total purchase consideration		80,056
Cash consideration				79,841
Less: Cash acquired		$ (3,673)		(3,673)
Total payment for D2C Media, net				$ 76,168
[1] During the quarter ended June 30, 2024, the Company recorded a $ 0.3 million pur chase accounting adjustment, $ 0.2 million of which is reflected in Payments for acquisitions, net of cash acquired in the Consolidated Statements of Cash Flows. 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) - USD ($) $ in Thousands			3 Months Ended
		Nov. 01, 2023	Jun. 30, 2024
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
D2C Acquisition
Business Acquisition [Line Items]
Identified intangible assets	[1]	$ 38,967
Purchase accounting adjustments			$ 300
Payment related to purchase accounting adjustment			$ 200
[1] Preliminary 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	Jun. 30, 2024	Dec. 31, 2023
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	$ 21,139	$ 61,408
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	21,139	61,408
Total	21,139	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	21,139	61,408
Total	$ 21,139	$ 61,408

Fair Value Measurements - Sched

Fair Value Measurements - Schedule Of Contingent Consideration (Details) - Level 3 $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration, Beginning	$ 61,408
Payment of contingent consideration	(27,435)
Contingent consideration fair value adjustment	(12,834)	[1]
Contingent consideration, Ending	$ 21,139
[1] Fair value adjustments on contingent considerations are reflected with in Other income (expense), net in t he Consolidated Statements of Income.

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Other Accrued Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	$ 21.1	$ 25.8
Other Noncurrent Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration		$ 35.6

Debt - Additional Information (

Debt - Additional Information (Details) $ in Thousands		3 Months Ended	6 Months Ended
	Oct. 30, 2020 USD ($)	Mar. 31, 2024	Jun. 30, 2024 USD ($)	May 06, 2024 USD ($)	Oct. 31, 2020
Line Of Credit Facility [Line Items]
Senior secured leverages ratio			0.2
Net Leverage Ratio			6.4
Debt instrument, covenant description			The Company’s borrowings are limited by its Senior Secured Net Leverage Ratio and Consolidated Interest Coverage Ratio, among other factors, which are calculated in accordance with the Company's Credit Agreement, and were 0.2x and 6.4x, respectively, as of June 30, 2024.
6.375% Senior Unsecured Notes Due 2028
Line Of Credit Facility [Line Items]
Proceeds from issuance initial public offering	$ 400,000
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]
Repayment of loan			$ 10,000
Term loan outstanding amount				$ 45,000
Revolving Credit Facility
Line Of Credit Facility [Line Items]
Borrowings			275,000
Amount available to borrow			75,000
Proceeds from loans			0
Repayment in cash			$ 5,000
Maximum borrowing capacity				80,000
Revolving loan principal amounts				35,000
Fifth Amendment to the Credit Agreement
Line Of Credit Facility [Line Items]
Maximum borrowing capacity				$ 350,000

Debt - Schedule of Carrying Val

Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Outstanding indebtedness, Carrying value	$ 469,670	$ 460,119
Level 2
Debt Instrument [Line Items]
Outstanding indebtedness, Fair value	465,900	470,900
Outstanding indebtedness, Carrying value	$ 475,000	$ 490,000

Stockholders' Equity Additional

Stockholders' Equity Additional Information (Details) - Common Stock [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions		6 Months Ended
	Feb. 24, 2022	Jun. 30, 2024	Jun. 30, 2023
Stockholders Equity [Line Items]
Share repurchase program, duration	3 years
Share Repurchase Program, Authorized, Amount	$ 200
Share purchased and retired		0.8	0.9
Share purchased and retired, amount		$ 14.4	$ 17.2
Stock Purchased Average Price Per Share		$ 17.91	$ 18.17

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details)	6 Months Ended
	Jun. 30, 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	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Share Units
Share Units, Outstanding as of December 31, 2023 | shares	3,725
Share Units, Granted | shares	1,816
Share Units, Vested and Delivered | shares	(1,425)
Share Units, Forfeited | shares	(222)
Share Units, Outstanding as of June 30, 2024 | shares	3,894	[1]
Weighted-Average Grant Date Fair Value
Weighted-Average Grant Date Fair Value, Outstanding as of December 31, 2023 | $ / shares	$ 15.67
Weighted-Average Grant Date Fair Value, Granted | $ / shares	17.15
Weighted-Average Grant Date Fair Value, Vested and Delivered | $ / shares	15.59
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares	16.13
Weighted-Average Grant Date Fair Value, Outstanding as of June 30, 2024 | $ / shares	$ 16.36	[1]
[1] Includes 376 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	6 Months Ended
	Jun. 30, 2024 shares
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs vested but not yet delivered	376

Stock-Based Compensation - Su_3

Stock-Based Compensation - Summary of PSU Activity (Details) - PSUs shares in Thousands	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Share Units
Share Units, Outstanding as of December 31, 2023 | shares	512
Share Units, Granted | shares	419
Share Units, Vested and Delivered | shares	0
Share Units, Forfeited | shares	0
Share Units, Outstanding as of June 30, 2024 | shares	931
Weighted-Average Grant Date Fair Value
Weighted-Average Grant Date Fair Value, Outstanding as of December 31, 2023 | $ / shares	$ 15.66
Weighted-Average Grant Date Fair Value, Granted | $ / shares	17.23
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 June 30, 2024 | $ / shares	$ 16.37

Stock-Based Compensation - Su_4

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 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 5 months 23 days	6 years 11 months 23 days
Weighted-Average Remaining Contractual Term, Exercisable as of March 31, 2024	6 years 29 days
Aggregate Intrinsic Value, Outstanding	$ 9,876	$ 9,096
Aggregate Intrinsic Value, Exercisable as of March 31, 2024	$ 8,657

Earnings Per Share - Additional

Earnings Per Share - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 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						6 Months Ended
		Jun. 30, 2024		Mar. 31, 2024	Jun. 30, 2023		Mar. 31, 2023	Jun. 30, 2024		Jun. 30, 2023
Earnings Per Share [Abstract]
Net income		$ 11,381	[1]	$ 784	$ 94,126	[1]	$ 11,479	$ 12,165	[1]	$ 105,605	[1]
Basic weighted-average common shares outstanding		66,534			66,762			66,426		66,646
Effect of dilutive stock-based compensation awards	[2]	1,287			1,731			1,088		1,472
Diluted weighted-average common shares outstanding		67,821			68,493			67,514		68,118
Earnings per share, basic	[1]	$ 0.17			$ 1.41			$ 0.18		$ 1.58
Earnings per share, diluted	[1]	$ 0.17			$ 1.37			$ 0.18		$ 1.55
[1] During the three and six months ended June 30, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes). There were 31 and 282 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended June 30, 2024 and 2023, respectively, and 37 and 428 potential common shares excluded from diluted weighted-average common shares outstanding for the six months ended June 30, 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		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Potential common shares excluded from diluted weighted-average shares outstanding	31	282	37	428

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Federal statutory rate	21%