CarGurus Announces First Quarter 2024 Results

1Qโ€™24 Marketplace Revenue and QARSD growth accelerated further to 12% YoY and 14% YoY, respectively

1Qโ€™24 Consolidated Net Income of $21.3 million, up 80% YoY; 1Qโ€™24 Non-GAAP Adjusted EBITDA of $50.4 million, up 24% YoY

Repurchased $81.1 million worth of shares in 1Qโ€™24, representing 3.3% of our outstanding capital

CAMBRIDGE, Mass., May 09, 2024 (GLOBE NEWSWIRE) -- CarGurus, Inc. (Nasdaq: CARG), the No. 1 visited digital auto platform for shopping, buying, and selling new and used vehicles1, today announced financial results for the first quarter ended Marchย 31, 2024.

โ€œWe are pleased with our first quarter results, as we achieved sustained marketplace revenue acceleration, driven by double-digit QARSD growth and an increase in the number of paying dealers,โ€ said Jason Trevisan, Chief Executive Officer at CarGurus. โ€œIn our Digital Wholesale business, we continued to focus on rebuilding our operations while optimizing our go-to-market strategy and product-market fit. Across our business, we continued to deepen our connections with consumers and strengthen our partnership with dealers, becoming increasingly embedded in their daily workflow and making our services more valuable.โ€

First Quarter Financial Highlights

ย ย Three Months Endedย 
ย ย March 31, 2024ย 
ย ย Results
(in millions)
ย ย Variance from Prior Yearย 
Revenueย ย ย ย ย ย 
Marketplace Revenueย $187.2ย ย 12%
Wholesale Revenueย ย 16.1ย ย (36)%
Product Revenueย ย 12.5ย ย (69)%
Total Revenueย $215.8ย ย (7)%
ย ย ย ย ย ย ย 
Gross Profitย $175.0ย ย 13%
% Marginย ย 81%ย 1426 bpsย 
Operating Expensesย $148.7ย ย 6%
GAAP Consolidated Net Incomeย $21.3ย ย 80%
ย ย ย ย ย ย ย 
Non-GAAP Consolidated Adjusted EBITDA (1)ย $50.4ย ย 24%
% Margin (1)ย ย 23%ย 577 bpsย 
ย ย ย ย ย ย ย 
Cash and Cash Equivalents at period endย $246.3ย ย (21)%

(1)ย For more information regarding our use of non-GAAP Consolidated Adjusted EBITDA and other non-GAAP financial measures, please see the reconciliations of GAAP financial measures to non-GAAP financial measures and the section titled โ€œNon-GAAP Financial Measures and Other Business Metricsโ€ below.

ย ย Three Months Endedย 
ย ย March 31, 2024ย 
ย ย Resultsย ย Variance from Prior Yearย 
Key Performance Indicators (1)ย ย ย ย ย ย 
U.S. Paying Dealers (2)ย ย 24,419ย ย 0%
International Paying Dealers (2)ย ย 6,756ย ย (2)%
Total Paying Dealers (2)ย ย 31,175ย ย (0)%
ย ย ย ย ย ย ย 
U.S. QARSD (2)ย $6,702ย ย 13%
International QARSD (2)ย $1,882ย ย 21%
Consolidated QARSD (2)ย $5,664ย ย 14%
ย ย ย ย ย ย ย 
Transactionsย ย 10,302ย ย (41)%
ย ย ย ย ย ย ย 
U.S. Average Monthly Unique Users (in millions) (3)ย ย 34.0ย ย 6%
U.S. Average Monthly Sessions (in millions) (3)ย ย 88.3ย ย 5%
ย ย ย ย ย ย ย 
International Average Monthly Unique Users (in millions) (3)ย ย 8.6ย ย 19%
International Average Monthly Sessions (in millions) (3)ย ย 19.7ย ย 18%
ย ย ย ย ย ย ย 
Segment Reportingย ย ย ย ย ย 
U.S. Marketplace Segment Revenue (in millions)ย $173.0ย ย 11%
U.S. Marketplace Segment Operating Income (in millions)ย $34.2ย ย 29%
Digital Wholesale Segment Revenue (in millions)ย $28.6ย ย (56)%
Digital Wholesale Segment Operating Loss (in millions)ย $(10.3)ย (8)%

(1) For more information regarding our use of Key Performance Indicators, please see the section titled โ€œNon-GAAP Financial Measures and Other Business Metricsโ€ below.
(2) Metrics presented as of March 31, 2024.
(3) CarOffer website is excluded from the metrics presented for users and sessions.

Second Quarter 2024 Guidance

The table below provides CarGurusโ€™ guidance, which is based on recent market trends, industry conditions, and managementโ€™s expectations and assumptions as of today.

Guidance MetricsValues
Total Revenue$202 million to $222 million
Marketplace Revenue$189 million to $194 million
Non-GAAP Consolidated Adjusted EBITDA$47 million to $55 million
Non-GAAP EPS$0.29 to $0.34

The second quarter 2024 non-GAAP EPS calculation assumes 105.5 million diluted weighted-average common shares outstanding.

The assumptions that are built into guidance for the second quarter 2024 regarding our pace of paid dealer acquisition, churn, and expansion activity for the relevant period are based on recent market trends and industry conditions. Guidance for the second quarter 2024 excludes macro-level industry issues that result in dealers and consumers materially changing their recent market trends or that cause us to enact measures to assist dealers. Guidance also excludes any potential impact of foreign currency exchange gains or losses.

CarGurus has not reconciled its guidance of non-GAAP consolidated adjusted EBITDA to GAAP consolidated net income or non-GAAP EPS to GAAP EPS because reconciling items between such GAAP and non-GAAP financial measures, which include, as applicable, stock-based compensation, amortization of intangible assets, impairment of long-lived assets, depreciation expenses, non-intangible amortization, transaction-related expenses, other income, net, the provision for income taxes, and income tax effects, cannot be reasonably predicted due to, as applicable, the timing, amount, valuation, and number of future employee equity awards and the uncertainty relating to the timing, frequency, and effect of acquisitions and the significance of the resulting transaction-related expenses, and therefore cannot be determined without unreasonable effort.

Conference Call and Webcast Information

CarGurus will host a conference call and live webcast to discuss its first quarter 2024 financial results and business outlook at 5:00 p.m. Eastern Time today, May 9, 2024. To access the conference call, dial (877) 451-6152 for callers in the U.S. or Canada, or (201) 389-0879 for international callers. The webcast will be available live on the Investors section of CarGurusโ€™ website at https://investors.cargurus.com.

An audio replay of the call will also be available to investors beginning at approximately 9:00 p.m. Eastern Time today, May 9, 2024, until 11:59 p.m. Eastern Time on May 23, 2024, by dialing (844) 512-2921 for callers in the U.S. or Canada, or (412) 317-6671 for international callers, and entering passcode 13745030. In addition, an archived webcast will be available on the Investors section of CarGurusโ€™ website at https://investors.cargurus.com.

About CarGurus

CarGurus (Nasdaq: CARG) is a multinational, online automotive platform for buying and selling vehicles that is building upon its industry-leading listings marketplace with both digital retail solutions and the CarOffer online wholesale platform. The CarGurus platform gives consumers the confidence to purchase and/or sell a vehicle either online or in person, and it gives dealerships the power to accurately price, effectively market, instantly acquire, and quickly sell vehicles, all with a nationwide reach. The Company uses proprietary technology, search algorithms, and data analytics to bring trust, transparency, and competitive pricing to the automotive shopping experience. CarGurus is the most visited automotive shopping site in the U.S.1

1Source: Similarweb: Traffic Report, Q1 2024, U.S.

CarGurus also operates online marketplaces under the CarGurus brand in Canada and the U.K. In the U.S. and the U.K., CarGurus also operates the Autolist and PistonHeads online marketplaces, respectively, as independent brands.

To learn more about CarGurus, visit www.cargurus.com, and for more information about CarOffer, visit www.caroffer.com.

CarGurusยฎ is a registered trademark of CarGurus, Inc., and CarOfferยฎ is a registered trademark of CarOffer, LLC. All other product names, trademarks and registered trademarks are property of their respective owners.

ยฉ 2024 CarGurus, Inc., All Rights Reserved.

Cautionary Language Concerning Forward-Looking Statements

This press release includes forward-looking statements. Other than statements of historical facts, all statements contained in this press release, including statements regarding our future financial and business performance for the second quarter 2024; our business and growth strategy and our plans to execute on our growth strategy; our ability to grow our business profitably and efficiently; our expectation that we will continue to invest in growth initiatives; our ability to quickly make transformations necessary for our business to achieve long-term goals; and the impact of macro-level issues on our industry, business, and financial results, are forward-looking statements. The words โ€œaim,โ€ โ€œanticipate,โ€ โ€œbelieve,โ€ โ€œcould,โ€ โ€œestimate,โ€ โ€œexpect,โ€ โ€œgoal,โ€ โ€œguide,โ€ โ€œguidance,โ€ โ€œintend,โ€ โ€œmay,โ€ โ€œmight,โ€ โ€œplan,โ€ โ€œpotential,โ€ โ€œpredicts,โ€ โ€œprojects,โ€ โ€œseeks,โ€ โ€œshould,โ€ โ€œtarget,โ€ โ€œwill,โ€ โ€œwould,โ€ and similar expressions and their negatives are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. You should not rely upon forward-looking statements as predictions of future events.

These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including risks related to our growth and our ability to grow our revenue; our relationships with dealers; competition in the markets in which we operate; market growth; our ability to innovate; our ability to realize benefits from our acquisitions and successfully implement the integration strategies in connection therewith; increased inflation and interest rates, global supply chain challenges, and other macroeconomic issues; the material weakness identified in our internal controls over financial reporting; changes in our key personnel; natural disasters, epidemics, or pandemics; and our ability to operate in compliance with applicable laws, as well as other risks and uncertainties as may be detailed from time to time in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports we file with the U.S. Securities and Exchange Commission. Moreover, we operate in very competitive and rapidly changing environments. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, we cannot guarantee that future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

Investor Contact:
Kirndeep Singh
Vice President, Head of Investor Relations
investors@cargurus.com

Media Contact:
Maggie Meluzio
Director, Public Relations and External Communications
pr@cargurus.com

ย 

Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)

ย ย As of
Marchย 31,
2024
ย ย As of
Decemberย 31,
2023
ย 
Assetsย ย ย ย ย ย 
Current assets:ย ย ย ย ย ย 
Cash and cash equivalentsย $246,342ย ย $291,363ย 
Short-term investmentsย ย โ€”ย ย ย 20,724ย 
Accounts receivable, net of allowance for doubtful accounts of $610
and $610, respectively
ย ย 44,298ย ย ย 39,963ย 
Inventoryย ย 391ย ย ย 331ย 
Prepaid expenses, prepaid income taxes and other current assetsย ย 18,893ย ย ย 25,152ย 
Deferred contract costsย ย 11,106ย ย ย 11,095ย 
Restricted cashย ย 2,786ย ย ย 2,563ย 
Total current assetsย ย 323,816ย ย ย 391,191ย 
Property and equipment, netย ย 108,143ย ย ย 83,370ย 
Intangible assets, netย ย 21,131ย ย ย 23,056ย 
Goodwillย ย 157,566ย ย ย 157,898ย 
Operating lease right-of-use assetsย ย 153,711ย ย ย 169,682ย 
Deferred tax assetsย ย 82,392ย ย ย 73,356ย 
Deferred contract costs, net of current portionย ย 13,015ย ย ย 12,998ย 
Other non-current assetsย ย 11,029ย ย ย 7,376ย 
Total assetsย $870,803ย ย $918,927ย 
Liabilities, redeemable noncontrolling interest and stockholdersโ€™ equityย ย ย ย ย ย 
Current liabilities:ย ย ย ย ย ย 
Accounts payableย $46,471ย ย $47,854ย 
Accrued expenses, accrued income taxes and other current liabilitiesย ย 38,353ย ย ย 33,718ย 
Deferred revenueย ย 21,432ย ย ย 21,322ย 
Operating lease liabilitiesย ย 10,063ย ย ย 12,284ย 
Total current liabilitiesย ย 116,319ย ย ย 115,178ย 
Operating lease liabilitiesย ย 181,052ย ย ย 182,106ย 
Deferred tax liabilitiesย ย 42ย ย ย 58ย 
Other nonโ€“current liabilitiesย ย 5,028ย ย ย 4,733ย 
Total liabilitiesย ย 302,441ย ย ย 302,075ย 
Stockholdersโ€™ equity:ย ย ย ย ย ย 
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized;
no shares issued and outstanding
ย ย โ€”ย ย ย โ€”ย 
Class A common stock, $0.001 par value per share; 500,000,000 shares
authorized; 89,075,845 and 92,175,243 shares issued and outstanding
at March 31, 2024 and December 31, 2023, respectively
ย ย 89ย ย ย 92ย 
Class B common stock, $0.001 par value per share; 100,000,000 shares
authorized; 15,999,173 and 15,999,173 shares issued and outstanding
at March 31, 2024 and December 31, 2023, respectively
ย ย 16ย ย ย 16ย 
Additional paid-in capitalย ย 194,309ย ย ย 263,498ย 
Retained earningsย ย 375,448ย ย ย 354,147ย 
Accumulated other comprehensive lossย ย (1,500)ย ย (901)
Total stockholdersโ€™ equityย ย 568,362ย ย ย 616,852ย 
Total liabilities, redeemable noncontrolling interest and stockholdersโ€™ equityย $870,803ย ย $918,927ย 


Unaudited Condensed Consolidated Income Statements
(in thousands, except share and per share data)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
Revenueย ย ย ย ย ย 
Marketplaceย $187,219ย ย $167,127ย 
Wholesaleย ย 16,125ย ย ย 25,186ย 
Productย ย 12,452ย ย ย 39,650ย 
Total revenueย ย 215,796ย ย ย 231,963ย 
Cost of revenue (1)ย ย ย ย ย ย 
Marketplaceย ย 14,385ย ย ย 15,533ย 
Wholesaleย ย 14,224ย ย ย 22,068ย 
Productย ย 12,226ย ย ย 39,382ย 
Total cost of revenueย ย 40,835ย ย ย 76,983ย 
Gross profitย ย 174,961ย ย ย 154,980ย 
Operating expenses:ย ย ย ย ย ย 
Sales and marketingย ย 82,274ย ย ย 75,577ย 
Product, technology, and developmentย ย 35,545ย ย ย 36,607ย 
General and administrativeย ย 28,066ย ย ย 24,919ย 
Depreciation and amortizationย ย 2,792ย ย ย 3,818ย 
Total operating expensesย ย 148,677ย ย ย 140,921ย 
Income from operationsย ย 26,284ย ย ย 14,059ย 
Other income, net:ย ย ย ย ย ย 
Interest incomeย ย 3,906ย ย ย 3,743ย 
Other (expense) income, netย ย (505)ย ย 595ย 
Total other income, netย ย 3,401ย ย ย 4,338ย 
Income before income taxesย ย 29,685ย ย ย 18,397ย 
Provision for income taxesย ย 8,384ย ย ย 6,531ย 
Consolidated net incomeย ย 21,301ย ย ย 11,866ย 
Net loss attributable to redeemable noncontrolling interestย ย โ€”ย ย ย (4,266)
Net income attributable to common stockholdersย ย 21,301ย ย ย 16,132ย 
Net income per share attributable to common stockholders:ย ย ย ย ย ย 
Basicย $0.20ย ย $0.14ย 
Dilutedย $0.20ย ย $0.10ย 
Weighted-average number of shares of common stock used in
computing net income per share attributable to common stockholders:
ย ย ย ย ย ย 
Basicย ย 107,174,812ย ย ย 115,358,475ย 
Dilutedย ย 108,632,159ย ย ย 115,915,737ย 

(1)ย Includes depreciation and amortization expense for the three months ended Marchย 31, 2024 and 2023 of $4,689 and $7,758, respectively.

Unaudited Segment Revenue
(in thousands)

ย ย Three Months Ended
ย ย March 31,
ย ย 2024ย 2023
Segment Revenue:ย ย ย ย 
U.S. Marketplaceย $172,988ย $155,621
Digital Wholesaleย ย 28,577ย ย 64,836
Otherย ย 14,231ย ย 11,506
Totalย $215,796ย $231,963


Unaudited Segment (Loss) Income from Operations
(in thousands)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
Segment Income (Loss) from Operations:ย ย ย ย ย ย 
U.S. Marketplaceย $34,217ย ย $26,539ย 
Digital Wholesaleย ย (10,340)ย ย (11,225)
Otherย ย 2,407ย ย ย (1,255)
Totalย $26,284ย ย $14,059ย 


Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
Operating Activitiesย ย ย ย ย ย 
Consolidated net incomeย $21,301ย ย $11,866ย 
Adjustments to reconcile consolidated net income to net cash provided by operating activities:ย ย ย ย ย ย 
Depreciation and amortizationย ย 7,481ย ย ย 11,576ย 
Gain on sale of property and equipmentย ย โ€”ย ย ย (460)
Currency loss (gain) on foreign denominated transactionsย ย 384ย ย ย (198)
Deferred taxesย ย (9,052)ย ย (11,921)
Provision (Recoveries) for doubtful accountsย ย 290ย ย ย (300)
Stock-based compensation expenseย ย 15,822ย ย ย 14,904ย 
Amortization of deferred financing costsย ย 129ย ย ย 129ย 
Amortization of deferred contract costsย ย 3,258ย ย ย 2,737ย 
Impairment of long-lived assetsย ย โ€”ย ย ย 175ย 
Changes in operating assets and liabilities:ย ย ย ย ย ย 
Accounts receivableย ย (4,182)ย ย 6,858ย 
Inventoryย ย (319)ย ย 3,645ย 
Prepaid expenses, prepaid income taxes, and other assetsย ย 5,974ย ย ย 4,652ย 
Deferred contract costsย ย (3,326)ย ย (5,138)
Accounts payableย ย 707ย ย ย 10,268ย 
Accrued expenses, accrued income taxes, and other liabilitiesย ย 681ย ย ย 4,542ย 
Deferred revenueย ย 120ย ย ย 8,557ย 
Lease obligationsย ย 12,696ย ย ย 4,453ย 
Net cash provided by operating activitiesย ย 51,964ย ย ย 66,345ย 
Investing Activitiesย ย ย ย ย ย 
Purchases of property and equipmentย ย (28,665)ย ย (2,398)
Capitalization of website development costsย ย (5,465)ย ย (3,489)
Purchases of short-term investmentsย ย (494)ย ย โ€”ย 
Sale of short-term investmentsย ย 21,218ย ย ย โ€”ย 
Advance payments to customers, net of collectionsย ย 259ย ย ย โ€”ย 
Net cash used in investing activitiesย ย (13,147)ย ย (5,887)
Financing Activitiesย ย ย ย ย ย 
Proceeds from issuance of common stock upon exercise of stock optionsย ย 11ย ย ย 19ย 
Payment of withholding taxes on net share settlements of restricted stock unitsย ย (5,115)ย ย (2,066)
Repurchases of common stockย ย (77,442)ย ย (69,024)
Payment of finance lease obligationsย ย (18)ย ย (17)
Payment of tax distributions to redeemable noncontrolling interest holdersย ย โ€”ย ย ย (28)
Change in gross advance payments received from third-party transaction processorย ย (474)ย ย (2,122)
Net cash used in financing activitiesย ย (83,038)ย ย (73,238)
Impact of foreign currency on cash, cash equivalents, and restricted cashย ย (577)ย ย 329ย 
Net decrease in cash, cash equivalents, and restricted cashย ย (44,798)ย ย (12,451)
Cash, cash equivalents, and restricted cash at beginning of periodย ย 293,926ย ย ย 484,132ย 
Cash, cash equivalents, and restricted cash at end of periodย $249,128ย ย $471,681ย 


Unaudited Reconciliation of GAAP Consolidated Net Income to Non-GAAP Consolidated Net Income and Non-GAAP Net Income Attributable to Common Stockholders
(in thousands, except per share data)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
GAAP consolidated net incomeย $21,301ย ย $11,866ย 
Stock-based compensation expenseย ย 15,822ย ย ย 14,977ย 
Amortization of intangible assetsย ย 1,882ย ย ย 7,534ย 
Transaction-related expensesย ย 811ย ย ย โ€”ย 
Income tax effects and adjustmentsย ย (5,018)ย ย (5,366)
Non-GAAP consolidated net incomeย $34,798ย ย $29,011ย 
Non-GAAP net loss attributable to redeemable noncontrolling interestย ย โ€”ย ย ย (1,271)
Non-GAAP net income attributable to common stockholdersย $34,798ย ย $30,282ย 
Non-GAAP net income per share attributable to common stockholders:ย ย ย ย ย ย 
Basicย $0.32ย ย $0.26ย 
Dilutedย $0.32ย ย $0.26ย 
Shares used inย Non-GAAPย per share calculationsย ย ย ย ย ย 
Basicย ย 107,175ย ย ย 115,358ย 
Dilutedย ย 108,632ย ย ย 115,916ย 


Unaudited Reconciliation of GAAP Net Loss Attributable to Redeemable Noncontrolling Interest to Non-GAAP Net Loss Attributable to Redeemable Noncontrolling Interest
(in thousands)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
GAAP net loss attributable to redeemable noncontrolling interestย $โ€”ย ย $(4,266)
Stock-based compensation expense(1)ย ย โ€”ย ย ย 221ย 
Amortization of intangible assets(1)ย ย โ€”ย ย ย 2,774ย 
Non-GAAP net loss attributable to redeemable noncontrolling interestย $โ€”ย ย $(1,271)

(1)ย These exclusions are adjusted to reflect the noncontrolling interest of 38% for the period prior to our acquisition of the remaining minority equity interests in CarOffer, LLC in December 2023 (the "2023 CarOffer Transaction").

Unaudited Reconciliation of GAAP Consolidated Net Income to Non-GAAP Consolidated Adjusted EBITDA and Non-GAAP Adjusted EBITDA
(in thousands)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
GAAP consolidated net incomeย $21,301ย ย $11,866ย 
Depreciation and amortizationย ย 7,481ย ย ย 11,576ย 
Impairment of long-lived assetsย ย โ€”ย ย ย 175ย 
Stock-based compensation expenseย ย 15,822ย ย ย 14,977ย 
Transaction-related expensesย ย 811ย ย ย โ€”ย 
Other income, netย ย (3,401)ย ย (4,338)
Provision for income taxesย ย 8,384ย ย ย 6,531ย 
Non-GAAP consolidated adjusted EBITDAย ย 50,398ย ย ย 40,787ย 
Non-GAAP adjusted EBITDA attributable to redeemable noncontrolling interestย ย โ€”ย ย ย (677)
Non-GAAP adjusted EBITDAย $50,398ย ย $41,464ย 
ย ย ย ย ย ย ย 
Non-GAAP consolidated adjusted EBITDA marginย ย 23%ย ย 18%


Unaudited Reconciliation of GAAP Net Loss Attributable to Redeemable Noncontrolling Interest to Non-GAAP Adjusted EBITDA Attributable to Redeemable Noncontrolling Interest
(in thousands)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
GAAP net loss attributable to redeemable noncontrolling interestย $โ€”ย ย $(4,266)
Depreciation and amortization (1)ย ย โ€”ย ย ย 2,948ย 
Impairment of long-lived assets (1)ย ย โ€”ย ย ย 67ย 
Stock-based compensation expense (1)ย ย โ€”ย ย ย 221ย 
Other expense, net (1)ย ย โ€”ย ย ย 348ย 
Provision for income taxes (1)ย ย โ€”ย ย ย 5ย 
Non-GAAP adjusted EBITDA attributable to redeemable noncontrolling interestย $โ€”ย ย $(677)

(1)ย These exclusions are adjusted to reflect the noncontrolling interest of 38% for the period prior to the 2023 CarOffer Transaction.

Unaudited Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit and GAAP Gross Profit Margin to Non-GAAP Gross Profit Margin
(in thousands, except percentages)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
Revenueย $215,796ย ย $231,963ย 
Cost of revenueย ย 40,835ย ย ย 76,983ย 
GAAP gross profitย ย 174,961ย ย ย 154,980ย 
Stock-based compensation expense included in Cost of revenueย ย 231ย ย ย 143ย 
Amortization of intangible assets included in Cost of revenueย ย 875ย ย ย 5,266ย 
Transaction-related expenses included in Cost of revenueย ย 92ย ย ย โ€”ย 
Non-GAAP gross profitย $176,159ย ย $160,389ย 
ย ย ย ย ย ย ย 
GAAP gross profit marginย ย 81%ย ย 67%
Non-GAAP gross profit marginย ย 82%ย ย 69%


Unaudited Reconciliation of GAAP Expense to Non-GAAP Expense
(in thousands)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
ย ย GAAP expenseย ย Stock-based
compensation
expense
ย ย Amortization of
intangible assets
ย ย Transaction-related expensesย ย Non-GAAP
expense
ย ย GAAP expenseย ย Stock-based
compensation
expense
ย ย Amortization of
intangible assets
ย ย Transaction-related expensesย ย Non-GAAP
expense
ย 
Costย ofย revenueย $40,835ย ย $(231)ย $(875)ย $(92)ย $39,637ย ย $76,983ย ย $(143)ย $(5,266)ย $โ€”ย ย $71,574ย 
Sales and marketingย ย 82,274ย ย ย (2,874)ย ย โ€”ย ย ย (394)ย ย 79,006ย ย ย 75,577ย ย ย (3,084)ย ย โ€”ย ย ย โ€”ย ย ย 72,493ย 
Product, technology, and developmentย ย 35,545ย ย ย (5,977)ย ย โ€”ย ย ย (1)ย ย 29,567ย ย ย 36,607ย ย ย (6,289)ย ย โ€”ย ย ย โ€”ย ย ย 30,318ย 
General and administrativeย ย 28,066ย ย ย (6,740)ย ย โ€”ย ย ย (324)ย ย 21,002ย ย ย 24,919ย ย ย (5,461)ย ย โ€”ย ย ย โ€”ย ย ย 19,458ย 
Depreciation & amortizationย ย 2,792ย ย ย โ€”ย ย ย (1,007)ย ย โ€”ย ย ย 1,785ย ย ย 3,818ย ย ย โ€”ย ย ย (2,268)ย ย โ€”ย ย ย 1,550ย 
Operating expenses(1)ย $148,677ย ย $(15,591)ย $(1,007)ย $(719)ย $131,360ย ย $140,921ย ย $(14,834)ย $(2,268)ย $โ€”ย ย $123,819ย 
Total cost of revenue and operating expensesย $189,512ย ย $(15,822)ย $(1,882)ย $(811)ย $170,997ย ย $217,904ย ย $(14,977)ย $(7,534)ย $โ€”ย ย $195,393ย 

(1)ย Operating expenses include sales and marketing, product, technology, and development, general and administrative, and depreciation & amortization.

Unaudited Reconciliation of GAAP Net Cash and Cash Equivalents Provided by Operating Activities to Non-GAAP Free Cash Flow
(in thousands)

ย ย Three Months Endedย 
ย ย March 31,ย 
ย ย 2024ย ย 2023ย 
GAAP net cash and cash equivalents provided by operating activitiesย $51,964ย ย $66,345ย 
Purchases of property and equipmentย ย (28,665)ย ย (2,398)
Capitalization of website development costsย ย (5,465)ย ย (3,489)
Non-GAAP free cash flowย $17,834ย ย $60,458ย 


Non-GAAP Financial Measures and Other Business Metrics

To supplement our consolidated financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles in the U.S. ("GAAP"), we provide investors with certain non-GAAP financial measures and other business metrics, which we believe are helpful to our investors. We use these non-GAAP financial measures and other business metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures and other business metrics provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.

The presentation of non-GAAP financial information and other business metrics is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. While our non-GAAP financial measures and other business metrics are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, we urge investors to review the reconciliation of these financial measures to the comparable GAAP financial measures included above, and not to rely on any single financial measure to evaluate our business.

While a reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to, as applicable, the timing, amount, valuation, and number of future employee equity awards and the uncertainty relating to the timing, frequency, and effect of acquisitions and the significance of the resulting transaction-related expenses, we have provided a reconciliation of non-GAAP financial measures and other business metrics to the nearest comparable GAAP measures in the accompanying financial statement tables included in this press release.

We monitor operating measures of certain non-GAAP items including non-GAAP gross profit, non-GAAP gross margin, non-GAAP expense, non-GAAP consolidated net income, non-GAAP net income attributable to common stockholders, and non-GAAP net income per share attributable to common stockholders. These non-GAAP financial measures exclude the effect of stock-based compensation expense, amortization of intangible assets, and transaction related-expenses. Non-GAAP consolidated net income, non-GAAP net income attributable to common stockholders, and non-GAAP net income per share attributable to common stockholders also exclude certain income tax effects and adjustments. Non-GAAP net income attributable to common stockholders and non-GAAP net income per share attributable to common stockholders also exclude non-GAAP net loss attributable to redeemable noncontrolling interest. We define non-GAAP net loss attributable to redeemable noncontrolling interest as net loss attributable to redeemable noncontrolling interest, adjusted to exclude: stock-based compensation expense and amortization of intangible assets. These exclusions are adjusted for redeemable noncontrolling interest, as applicable. Our calculations of non-GAAP net income per share attributable to common stockholders utilize applicable GAAP share counts as included in the accompanying financial statement tables included in this press release. In addition, we evaluate our non-GAAP gross profit in relation to our revenue. We refer to this as non-GAAP gross profit margin and define it as non-GAAP gross profit divided by total revenue. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.

We define Consolidated Adjusted EBITDA as consolidated net income, adjusted to exclude: depreciation and amortization, impairment of long-lived assets, stockโ€‘based compensation expense, transaction-related expenses, other income, net, and provision for income taxes. We define Adjusted EBITDA as Consolidated Adjusted EBITDA adjusted to exclude Adjusted EBITDA attributable to redeemable noncontrolling interest. We define Adjusted EBITDA attributable to redeemable noncontrolling interest as net loss attributable to redeemable noncontrolling interest, adjusted to exclude: depreciation and amortization, impairment of long-lived assets, stockโ€‘based compensation expense, other expense, net, and provision for income taxes. These exclusions are adjusted for redeemable noncontrolling interest of 38% by taking the noncontrolling interest's full financial results and multiplying each line item in the reconciliation by 38%. We note that we use 38%, versus 49%, to allocate the share of loss because it represents the portion attributable to the redeemable noncontrolling interest. The 38% is exclusive of CO Incentive Units, Subject Units, and 2021 Incentive Units (as each term is defined in Note 2 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended Decemberย 31, 2023, filed with the U.S. Securities and Exchange Commission on February 26, 2024), which are liability-classified awards that do not participate in the share of loss. Adjusted EBITDA attributable to redeemable noncontrolling interest is reflective of the 2023 CarOffer Transaction. Following the 2023 CarOffer Transaction, there was no redeemable noncontrolling interest as of December 1, 2023, and as a result, Consolidated Adjusted EBITDA is equivalent to Adjusted EBITDA for the three months ended March 31, 2024.

In addition, we evaluate our Adjusted EBITDA in relation to our revenue. We refer to this as Adjusted EBITDA margin and define it as Adjusted EBITDA divided by total revenue.

We have presented Consolidated Adjusted EBITDA, Adjusted EBITDA and Adjusted EBITDA margin, because they are key measures used by our management and Board of Directors to understand and evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. In particular, we believe that the exclusion of certain items in calculating Consolidated Adjusted EBITDA, Adjusted EBITDA and Adjusted EBITDA margin can produce a useful measure for periodโ€‘toโ€‘period comparisons of our business. We have presented Adjusted EBITDA attributable to redeemable noncontrolling interest because it is used by our management to reconcile Consolidated Adjusted EBITDA to Adjusted EBITDA. It represents the portion of Consolidated Adjusted EBITDA that is attributable to our redeemable noncontrolling interest. Adjusted EBITDA attributable to redeemable noncontrolling interest is not intended to be reviewed on its own.

We define Free Cash Flow as cash flow from operations, adjusted to include purchases of property and equipment and capitalization of website development costs. We have presented Free Cash Flow because it is a measure of our financial performance that represents the cash that we are able to generate after expenditures required to maintain or expand our asset base.

We define a paying dealer as a dealer account with an active, paid marketplace subscription at the end of a defined period. The number of paying dealers we have is important to us and we believe it provides valuable information to investors because it is indicative of the value proposition of our marketplace products, as well as our sales and marketing success and opportunity, including our ability to retain paying dealers and develop new dealer relationships.

We define QARSD, which is measured at the end of a fiscal quarter, as the marketplace revenue primarily from subscriptions to our Listings packages, Real-time Performance Marketing, our digital advertising suite, and other digital add-on products during that trailing quarter divided by the average number of paying dealers in that marketplace during the quarter. We calculate the average number of paying dealers for a period by adding the number of paying dealers at the end of such period and the end of the prior period and dividing by two. This information is important to us, and we believe it provides useful information to investors, because we believe that our ability to grow QARSD is an indicator of the value proposition of our products and the return on investment that our paying dealers realize from our products. In addition, increases in QARSD, which we believe reflect the value of exposure to our engaged audience in relation to subscription cost, are driven in part by our ability to grow the volume of connections to our users and the quality of those connections, which result in increased opportunity to upsell package levels and cross-sell additional products to our paying dealers.

For each of our websites (excluding the CarOffer website), we define a monthly unique user as an individual who has visited any such website within a calendar month, based on data as measured by Google Analytics. We calculate average monthly unique users as the sum of the monthly unique users of each of our websites in a given period, divided by the number of months in that period. We count a unique user the first time a computer or mobile device with a unique device identifier accesses any of our websites during a calendar month. If an individual accesses a website using a different device within a given month, the first access by each such device is counted as a separate unique user. If an individual uses multiple browsers on a single device and/or clears their cookies and returns to our website within a calendar month, each such visit is counted as a separate unique user. We view our average monthly unique users as a key indicator of the quality of our user experience, the effectiveness of our advertising and traffic acquisition, and the strength of our brand awareness. Measuring unique users is important to us and we believe it provides useful information to our investors because our marketplace revenue depends, in part, on our ability to provide dealers with connections to our users and exposure to our marketplace audience. We define connections as interactions between consumers and dealers on our marketplace through phone calls, email, managed text and chat, and clicks to access the dealerโ€™s website or map directions to the dealership.

We define monthly sessions as the number of distinct visits to our websites (excluding the CarOffer website) that take place each month within a given time frame, as measured and defined by Google Analytics. We calculate average monthly sessions as the sum of the monthly sessions in a given period, divided by the number of months in that period. A session is defined as beginning with the first page view from a computer or mobile device and ending at the earliest of when a user closes their browser window, after 30 minutes of inactivity, or each night at midnight (i) Eastern Time for our U.S. and Canada websites, other than the Autolist website, (ii) Pacific Time for the Autolist website, and (iii) Greenwich Mean Time for our U.K. websites. A session can be made up of multiple page views and visitor actions, such as performing a search, visiting vehicle detail pages, and connecting with a dealer. We believe that measuring the volume of sessions in a time period, when considered in conjunction with the number of unique users in that time period, is an important indicator to us of consumer satisfaction and engagement with our marketplace, and we believe it provides useful information to our investors because the more satisfied and engaged consumers we have, the more valuable our service is to dealers.

We define Transactions within the Digital Wholesale segment as the number of vehicles processed from car dealers, consumers, and other marketplaces through the CarOffer website within the applicable period. Transactions consists of each unique vehicle (based on vehicle identification number) that reaches "sold and invoiced" status on the CarOffer website within the applicable period, including vehicles sold to car dealers, vehicles sold at third-party auctions, vehicles ultimately sold to a different buyer, and vehicles that are returned to their owners without completion of a sale transaction. We exclude vehicles processed within CarOffer's intra-group trading solution (Group Trade) from the definition of Transactions, and we only count any unique vehicle once even if it reaches sold status multiple times. Digital Wholesale includes Dealer-to-Dealer transactions and IMCO transactions. We view Transactions as a key business metric, and we believe it provides useful information to investors, because it provides insight into growth and revenue for the Digital Wholesale segment. Transactions drive a significant portion of Digital Wholesale segment revenue. We believe growth in Transactions demonstrates consumer and dealer utilization and our market share penetration in the Digital Wholesale segment.

ย 


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