CarGurus Announces Second Quarter 2024 Results

Q2'24 Marketplace revenue accelerated to 14% YoY, marking the third consecutive quarter of double-digit growth

Consolidated GAAP Net Loss of $68.7 million1; Non-GAAP Adjusted EBITDA of $55.6 million, up 23% YoY

Repurchased $61 million worth of shares in 2Q'24, representing 2.5% of our outstanding capital

CAMBRIDGE, Mass., Aug. 08, 2024 (GLOBE NEWSWIRE) -- CarGurus, Inc. (Nasdaq: CARG), the No. 1 visited digital auto platform for shopping, buying, and selling new and used vehicles*, today announced financial results for the second quarter ended Juneย 30, 2024.

โ€œOur Marketplace business continued to accelerate, achieving the largest quarterly revenue increase since 2021, driven by higher adoption of add-on products, continued migration toward premium subscription tiers, and expansion in our global paying dealer base,โ€ said Jason Trevisan, Chief Executive Officer at CarGurus. โ€œIn our Digital Wholesale business, we are focused on rebuilding our leadership team, optimizing our go-to-market execution and operational capabilities. Our platform, services and actionable data insights are becoming an integral part of our dealersโ€™ daily workflow, and continue to drive engagement and long-term retentionโ€.

Second Quarter Financial Highlights

ย ย Three Months Endedย ย Six Months Endedย 
ย ย June 30, 2024ย ย June 30, 2024ย 
ย ย Results
(in millions)
ย ย Variance
from Prior
Year
ย ย Results
(in millions)
ย ย Variance
from Prior
Year
ย 
Revenueย ย ย ย ย ย ย ย ย ย ย ย 
Marketplace Revenueย $195.2ย ย 14%ย $382.4ย ย 13%
Wholesale Revenueย ย 13.1ย ย (59)%ย ย 29.2ย ย (49)%
Product Revenueย ย 10.4ย ย (72)%ย ย 22.9ย ย (70)%
Total Revenueย $218.7ย ย (9)%ย $434.5ย ย (8)%
ย ย ย ย ย ย ย ย ย ย ย ย ย 
Gross Profitย $182.4ย ย 11%ย $357.4ย ย 12%
% Marginย ย 83%ย 1,496 bpsย ย ย 82%ย 1,461 bpsย 
Operating Expenses (2)ย $276.0ย ย 89%ย $424.7ย ย 48%
GAAP Consolidated Net Loss(1)ย $(68.7)ย (597)%ย $(47.4)ย (285)%
ย ย ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP Consolidated Adjusted EBITDA (3)ย $55.6ย ย 23%ย $106.0ย ย 23%
% Margin (3)ย ย 25%ย 653 bpsย ย ย 24%ย 615 bpsย 
ย ย ย ย ย ย ย ย ย ย ย ย ย 
Cash, Cash Equivalents, and Short-Term Investments at period end (4)ย $216.2ย ย (31)%ย $216.2ย ย (31)%

(1)ย Inclusive of $127.7 million goodwill and other long-lived asset impairment.
(2)
ย Inclusive of $127.5 million goodwill and other long-lived asset impairment.
(3)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.
(4) Metric is presented in comparison to December 31, 2023.


ย ย Three Months Endedย ย Six Months Endedย 
ย ย June 30, 2024ย ย June 30, 2024ย 
ย ย Resultsย ย Variance
from Prior
Year
ย ย Resultsย ย Variance
from Prior
Year
ย 
Key Performance Indicators (1)ย ย ย ย ย ย ย ย ย ย ย ย 
U.S. Paying Dealers (2)ย ย 24,446ย ย 1%ย ย 24,446ย ย 1%
International Paying Dealers (2)ย ย 6,906ย ย 0%ย ย 6,906ย ย 0%
Total Paying Dealers (2)ย ย 31,352ย ย 1%ย ย 31,352ย ย 1%
ย ย ย ย ย ย ย ย ย ย ย ย ย 
U.S. QARSD (2)ย $6,942ย ย 14%ย $6,942ย ย 14%
International QARSD (2)ย $1,935ย ย 20%ย $1,935ย ย 20%
Consolidated QARSD (2)ย $5,848ย ย 14%ย $5,848ย ย 14%
ย ย ย ย ย ย ย ย ย ย ย ย ย 
Transactionsย ย 8,778ย ย (58)%ย ย 19,080ย ย (50)%
ย ย ย ย ย ย ย ย ย ย ย ย ย 
U.S. Average Monthly Unique Users (in millions) (3)ย ย 30.2ย ย (5)%ย ย 32.1ย ย 1%
U.S. Average Monthly Sessions (in millions) (3)ย ย 80.8ย ย (4)%ย ย 84.6ย ย 0%
ย ย ย ย ย ย ย ย ย ย ย ย ย 
International Average Monthly Unique Users (in millions) (3)ย ย 8.9ย ย 21%ย ย 8.7ย ย 20%
International Average Monthly Sessions (in millions) (3)ย ย 20.4ย ย 19%ย ย 20.1ย ย 19%
ย ย ย ย ย ย ย ย ย ย ย ย ย 
Segment Reporting (in millions)ย ย ย ย ย ย ย ย ย ย ย ย 
U.S. Marketplace Segment Revenueย $180.1ย ย 14%ย $353.0ย ย 12%
U.S. Marketplace Segment Operating Incomeย $42.0ย ย 71%ย $76.3ย ย 49%
Digital Wholesale Segment Revenueย $23.5ย ย (66)%ย $52.1ย ย (61)%
Digital Wholesale Segment Operating Loss (4)ย $(138.2)ย (2,091)%ย $(148.5)ย (747)%

(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)ย Metrics presented as of June 30, 2024.
(3)ย CarOffer website is excluded from the metrics presented for users and sessions.
(4)ย Inclusive of $127.7 million goodwill and other long-lived asset impairment.

Third 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$212 million to $232 million
Marketplace Revenue$199 million to $204 million
Non-GAAP Consolidated Adjusted EBITDA$56 million to $64 million
Non-GAAP EPS$0.38 to $0.44

The third quarter 2024 non-GAAP EPS calculation assumes 105.0 million diluted weighted-average common shares outstanding.

The assumptions that are built into guidance for the third 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 third 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 loss 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, goodwill and other long-lived asset impairment, depreciation expenses, non-intangible amortization, transaction-related expenses, other income, net, the (benefit from) 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 second quarter 2024 financial results and business outlook at 5:00 p.m. Eastern Time today, August 8, 2024. To access the conference call, dial (844) 826-3035 for callers in the U.S. or Canada, or (412) 317-5195 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 8:00 p.m. Eastern Time today, August 8, 2024, until 11:59 p.m. Eastern Time on August 22, 2024, by dialing (844) 512-2921 for callers in the U.S. or Canada, or (412) 317-6671 for international callers, and entering passcode 10189905. 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.*

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.

*Source: Similarweb: Traffic Report, Q2 2024, U.S.

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 third 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; impairment of the carrying value of our goodwill, intangible assets, or right-of-use assets; 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.comย 

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

ย ย As of
Juneย 30,
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 $216,169ย ย $291,363ย 
Short-term investmentsย ย โ€”ย ย ย 20,724ย 
Accounts receivable, net of allowance for doubtful accounts of $616
ย ย  and $610, respectively
ย ย 39,757ย ย ย 39,963ย 
Inventoryย ย 459ย ย ย 331ย 
Prepaid expenses, prepaid income taxes and other current assetsย ย 18,131ย ย ย 25,152ย 
Deferred contract costsย ย 11,614ย ย ย 11,095ย 
Restricted cashย ย 2,196ย ย ย 2,563ย 
Total current assetsย ย 288,326ย ย ย 391,191ย 
Property and equipment, netย ย 130,023ย ย ย 83,370ย 
Intangible assets, netย ย 12,824ย ย ย 23,056ย 
Goodwillย ย 46,576ย ย ย 157,898ย 
Operating lease right-of-use assetsย ย 137,133ย ย ย 169,682ย 
Deferred tax assetsย ย 117,503ย ย ย 73,356ย 
Deferred contract costs, net of current portionย ย 13,242ย ย ย 12,998ย 
Other non-current assetsย ย 7,704ย ย ย 7,376ย 
Total assetsย $753,331ย 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 $46,107ย ย $47,854ย 
Accrued expenses, accrued income taxes and other current liabilitiesย ย 33,924ย ย ย 33,718ย 
Deferred revenueย ย 21,785ย ย ย 21,322ย 
Operating lease liabilitiesย ย 10,225ย ย ย 12,284ย 
Total current liabilitiesย ย 112,041ย ย ย 115,178ย 
Operating lease liabilitiesย ย 183,732ย ย ย 182,106ย 
Deferred tax liabilitiesย ย 41ย ย ย 58ย 
Other nonโ€“current liabilitiesย ย 5,444ย ย ย 4,733ย 
Total liabilitiesย ย 301,258ย 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;
ย ย  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
ย ย  authorized; 87,005,403 and 92,175,243 shares issued and outstanding
ย ย  at June 30, 2024 and December 31, 2023, respectively
ย ย 87ย ย ย 92ย 
Class B common stock, $0.001 par value per share; 100,000,000 shares
ย ย  authorized; 15,999,173 and 15,999,173 shares issued and outstanding
ย ย  at June 30, 2024 and December 31, 2023, respectively
ย ย 16ย ย ย 16ย 
Additional paid-in capitalย ย 146,946ย ย ย 263,498ย 
Retained earningsย ย 306,727ย ย ย 354,147ย 
Accumulated other comprehensive lossย ย (1,703)ย ย (901)
Total stockholdersโ€™ equityย ย 452,073ย ย ย 616,852ย 
Total liabilities, redeemable noncontrolling interest and stockholdersโ€™ equityย $753,331ย ย $918,927ย 


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

ย ย Three Months Endedย ย Six Months Endedย 
ย ย June 30,ย ย June 30,ย 
ย ย 2024ย ย 2023ย ย 2024ย ย 2023ย 
Revenueย ย ย ย ย ย ย ย ย ย ย ย 
Marketplaceย $195,167ย ย $170,950ย ย $382,386ย ย $338,077ย 
Wholesaleย ย 13,119ย ย ย 31,952ย ย ย 29,244ย ย ย 57,138ย 
Productย ย 10,406ย ย ย 36,835ย ย ย 22,858ย ย ย 76,485ย 
Total revenueย ย 218,692ย ย ย 239,737ย ย ย 434,488ย ย ย 471,700ย 
Cost of revenue (1)(2)ย ย ย ย ย ย ย ย ย ย ย ย 
Marketplaceย ย 13,145ย ย ย 15,474ย ย ย 27,530ย ย ย 31,007ย 
Wholesaleย ย 12,633ย ย ย 24,428ย ย ย 26,857ย ย ย 46,496ย 
Productย ย 10,470ย ย ย 35,694ย ย ย 22,696ย ย ย 75,076ย 
Total cost of revenueย ย 36,248ย ย ย 75,596ย ย ย 77,083ย ย ย 152,579ย 
Gross profitย ย 182,444ย ย ย 164,141ย ย ย 357,405ย ย ย 319,121ย 
Operating expensesย ย ย ย ย ย ย ย ย ย ย ย 
Sales and marketingย ย 82,311ย ย ย 77,838ย ย ย 164,585ย ย ย 153,415ย 
Product, technology, and developmentย ย 36,580ย ย ย 37,391ย ย ย 72,125ย ย ย 73,998ย 
General and administrativeย ย 27,429ย ย ย 27,267ย ย ย 55,495ย ย ย 52,186ย 
Goodwill and other long-lived asset impairmentย ย 127,475ย ย ย โ€”ย ย ย 127,475ย ย ย โ€”ย 
Depreciation and amortizationย ย 2,233ย ย ย 3,907ย ย ย 5,025ย ย ย 7,725ย 
Total operating expensesย ย 276,028ย ย ย 146,403ย ย ย 424,705ย ย ย 287,324ย 
(Loss) income from operationsย ย (93,584)ย ย 17,738ย ย ย (67,300)ย ย 31,797ย 
Other income, netย ย ย ย ย ย ย ย ย ย ย ย 
Interest incomeย ย 2,440ย ย ย 4,333ย ย ย 6,346ย ย ย 8,076ย 
Other income, netย ย 721ย ย ย 347ย ย ย 216ย ย ย 942ย 
Total other income, netย ย 3,161ย ย ย 4,680ย ย ย 6,562ย ย ย 9,018ย 
(Loss) income before income taxesย ย (90,423)ย ย 22,418ย ย ย (60,738)ย ย 40,815ย 
(Benefit from) provision for income taxesย ย (21,702)ย ย 8,601ย ย ย (13,318)ย ย 15,132ย 
Consolidated net (loss) incomeย ย (68,721)ย ย 13,817ย ย ย (47,420)ย ย 25,683ย 
Net loss attributable to redeemable noncontrolling interestย ย โ€”ย ย ย (2,596)ย ย โ€”ย ย ย (6,862)
Net (loss) income attributable to common stockholdersย ย (68,721)ย ย 16,413ย ย ย (47,420)ย ย 32,545ย 
Net (loss) income per share attributable to common stockholders:ย ย ย ย ย ย ย ย ย ย ย ย 
Basicย $(0.66)ย $0.14ย ย $(0.45)ย $0.28ย 
Dilutedย $(0.66)ย $0.12ย ย $(0.45)ย $0.22ย 
Weighted-average number of shares of common stock used in
ย ย  computing net (loss) income per share attributable to common stockholders:
ย ย ย ย ย ย ย ย ย ย ย ย 
Basicย ย 103,827,661ย ย ย 113,438,057ย ย ย 105,501,236ย ย ย 114,392,961ย 
Dilutedย ย 103,827,661ย ย ย 114,490,651ย ย ย 105,501,236ย ย ย 115,197,890ย 

(1) Includes depreciation and amortization expense for the three months ended Juneย 30, 2024 and 2023 and for the six months ended Juneย 30, 2024 and 2023 of $3,430, $7,760, $8,119, and $15,518, respectively.
(2)ย Includes impairment of other long-lived assets for the three months ended Juneย 30, 2024 and 2023 and for the six months ended Juneย 30, 2024 and 2023 of $180, $9, $180, and $184, respectively.

Unaudited Segment Revenue
(in thousands)

ย ย Three Months Endedย ย Six Months Ended
ย ย June 30,ย ย June 30,
ย ย 2024ย ย 2023ย ย 2024ย ย 2023
Segment Revenue:ย ย ย ย ย ย ย ย ย ย ย 
U.S. Marketplaceย $180,052ย ย $158,443ย ย $353,040ย ย $314,064
Digital Wholesaleย ย 23,525ย ย ย 68,787ย ย ย 52,102ย ย ย 133,623
Otherย ย 15,115ย ย ย 12,507ย ย ย 29,346ย ย ย 24,013
Totalย $218,692ย ย $239,737ย ย $434,488ย ย $471,700


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

ย ย Three Months Endedย ย Six Months Endedย 
ย ย June 30,ย ย June 30,ย 
ย ย 2024ย ย 2023ย ย 2024ย ย 2023ย 
Segment (Loss) Income from Operations:ย ย ย ย ย ย ย ย ย ย ย ย 
U.S. Marketplaceย $42,043ย ย $24,619ย ย $76,260ย ย $51,158ย 
Digital Wholesaleย ย (138,158)ย ย (6,307)ย ย (148,498)ย ย (17,532)
Otherย ย 2,531ย ย ย (574)ย ย 4,938ย ย ย (1,829)
Totalย $(93,584)ย $17,738ย ย $(67,300)ย $31,797ย 


Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

ย ย Three Months Endedย ย Six Months Endedย 
ย ย June 30,ย ย June 30,ย 
ย ย 2024ย ย 2023ย ย 2024ย ย 2023ย 
Operating Activitiesย ย ย ย ย ย ย ย ย ย ย ย 
Consolidated net (loss) incomeย $(68,721)ย $13,817ย ย $(47,420)ย $25,683ย 
Adjustments to reconcile consolidated net (loss) income to net cash provided by operating activities:ย ย ย ย ย ย ย ย ย ย ย ย 
Depreciation and amortizationย ย 5,663ย ย ย 11,667ย ย ย 13,144ย ย ย 23,243ย 
Gain on sale of property and equipmentย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (460)
Currency loss (gain) on foreign denominated transactionsย ย 123ย ย ย 62ย ย ย 507ย ย ย (136)
Other non-cash (income) expense, netย ย (816)ย ย 16ย ย ย (816)ย ย 16ย 
Deferred taxesย ย (35,112)ย ย (4,490)ย ย (44,164)ย ย (16,411)
Provision (recoveries) for doubtful accountsย ย 508ย ย ย 129ย ย ย 798ย ย ย (171)
Stock-based compensation expenseย ย 15,337ย ย ย 14,603ย ย ย 31,159ย ย ย 29,507ย 
Amortization of deferred financing costsย ย 129ย ย ย 129ย ย ย 258ย ย ย 258ย 
Amortization of deferred contract costsย ย 3,375ย ย ย 2,866ย ย ย 6,633ย ย ย 5,603ย 
Goodwill and other long-lived asset impairmentย ย 127,655ย ย ย 9ย ย ย 127,655ย ย ย 184ย 
Changes in operating assets and liabilities:ย ย ย ย ย ย ย ย ย ย ย ย 
Accounts receivableย ย 4,425ย ย ย 6,383ย ย ย 243ย ย ย 13,241ย 
Inventoryย ย (395)ย ย 1,095ย ย ย (714)ย ย 4,740ย 
Prepaid expenses, prepaid income taxes, and other assetsย ย 1,451ย ย ย (1,198)ย ย 7,425ย ย ย 3,454ย 
Deferred contract costsย ย (4,122)ย ย (4,600)ย ย (7,448)ย ย (9,738)
Accounts payableย ย 8,594ย ย ย (6,128)ย ย 9,301ย ย ย 4,140ย 
Accrued expenses, accrued income taxes, and other liabilitiesย ย (1,543)ย ย (8,633)ย ย (862)ย ย (4,091)
Deferred revenueย ย 356ย ย ย 459ย ย ย 476ย ย ย 9,016ย 
Lease obligationsย ย 14,690ย ย ย 3,150ย ย ย 27,386ย ย ย 7,603ย 
Net cash provided by operating activitiesย ย 71,597ย ย ย 29,336ย ย ย 123,561ย ย ย 95,681ย 
Investing Activitiesย ย ย ย ย ย ย ย ย ย ย ย 
Purchases of property and equipmentย ย (25,984)ย ย (1,857)ย ย (54,649)ย ย (4,255)
Proceeds from sale of property and equipmentย ย โ€”ย ย ย 460ย ย ย โ€”ย ย ย 460ย 
Capitalization of website development costsย ย (5,242)ย ย (3,943)ย ย (10,707)ย ย (7,432)
Purchases of short-term investmentsย ย โ€”ย ย ย (95,506)ย ย (494)ย ย (95,506)
Sale of short-term investmentsย ย โ€”ย ย ย 5,000ย ย ย 21,218ย ย ย 5,000ย 
Advance payments to customers, net of collectionsย ย โ€”ย ย ย (2,601)ย ย 259ย ย ย (2,601)
Net cash used in investing activitiesย ย (31,226)ย ย (98,447)ย ย (44,373)ย ย (104,334)
Financing Activitiesย ย ย ย ย ย ย ย ย ย ย ย 
Proceeds from issuance of common stock upon exercise of stock optionsย ย 15ย ย ย 10ย ย ย 26ย ย ย 29ย 
Payment of withholding taxes on net share settlements of restricted stock unitsย ย (6,290)ย ย (4,828)ย ย (11,405)ย ย (6,894)
Repurchases of common stockย ย (65,037)ย ย (22,434)ย ย (142,479)ย ย (91,458)
Payment of finance lease obligationsย ย (19)ย ย (17)ย ย (37)ย ย (34)
Payment of tax distributions to redeemable noncontrolling interest holdersย ย โ€”ย ย ย (10)ย ย โ€”ย ย ย (38)
Change in gross advance payments received from third-party transaction processorย ย 394ย ย ย (552)ย ย (80)ย ย (2,674)
Net cash used in financing activitiesย ย (70,937)ย ย (27,831)ย ย (153,975)ย ย (101,069)
Impact of foreign currency on cash, cash equivalents, and restricted cashย ย (197)ย ย (118)ย ย (774)ย ย 211ย 
Net decrease in cash, cash equivalents, and restricted cashย ย (30,763)ย ย (97,060)ย ย (75,561)ย ย (109,511)
Cash, cash equivalents, and restricted cash at beginning of periodย ย 249,128ย ย ย 471,681ย ย ย 293,926ย ย ย 484,132ย 
Cash, cash equivalents, and restricted cash at end of periodย $218,365ย ย $374,621ย ย $218,365ย ย $374,621ย 


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 Six Months Endedย 
ย ย June 30,ย ย June 30,ย 
ย ย 2024ย ย 2023(2)ย ย 2024ย ย 2023(2)ย 
GAAP consolidated net (loss) incomeย $(68,721)ย $13,817ย ย $(47,420)ย $25,683ย 
Stock-based compensation expenseย ย 15,557ย ย ย 14,602ย ย ย 31,379ย ย ย 29,579ย 
Stock-based compensation expense for CarOffer, LLC Unitsย ย โ€”ย ย ย 1,225ย ย ย โ€”ย ย ย 1,225ย 
Amortization of intangible assetsย ย 757ย ย ย 7,507ย ย ย 2,639ย ย ย 15,041ย 
Goodwill and other asset long-lived impairment (1)ย ย 127,655ย ย ย 9ย ย ย 127,655ย ย ย 184ย 
Transaction-related expensesย ย 265ย ย ย โ€”ย ย ย 1,076ย ย ย โ€”ย 
Income tax effects and adjustmentsย ย (32,781)ย ย (3,312)ย ย (37,799)ย ย (8,678)
Non-GAAP consolidated net incomeย $42,732ย ย $33,848ย ย $77,530ย ย $63,034ย 
Non-GAAP net income (loss) attributable to redeemable noncontrolling interestย ย โ€”ย ย ย 853ย ย ย โ€”ย ย ย (418)
Non-GAAP net income attributable to common stockholdersย $42,732ย ย $32,995ย ย $77,530ย ย $63,452ย 
Non-GAAP net income per share attributable to common stockholders:ย ย ย ย ย ย ย ย ย ย ย ย 
Basicย $0.41ย ย $0.29ย ย $0.73ย ย $0.55ย 
Dilutedย $0.41ย ย $0.29ย ย $0.73ย ย $0.55ย 
Shares used inย Non-GAAPย per share calculationsย ย ย ย ย ย ย ย ย ย ย ย 
Basicย ย 103,828ย ย ย 113,438ย ย ย 105,501ย ย ย 114,393ย 
Dilutedย ย 103,828ย ย ย 114,491ย ย ย 105,501ย ย ย 115,198ย 

(1) During the three months ended June 30, 2024, we updated the table above to disclose goodwill and other asset long-lived impairment in Non-GAAP Consolidated Net Income and Non-GAAP Net Income Attributable to Common Stockholders and, as such, have updated the three and six months ended June 30, 2023 for comparison purposes.
(2) We have updated the table above to separately disclose the stock-based compensation expense for CO Incentive Units, Subject Units (each as defined in the Company's Annual Report on Form 10-K as of December 31, 2023, filed on February 26, 2024), and payments made to noncontrolling interest holders, or collectively CarOffer, LLC Units, and, as such, have updated the three and six months ended June 30, 2023 for comparison purposes.

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

ย ย Three Months Endedย ย Six Months Endedย 
ย ย June 30,ย ย June 30,ย 
ย ย 2024ย ย 2023(2)ย ย 2024ย ย 2023(2)ย 
GAAP net loss attributable to redeemable noncontrolling interestย $โ€”ย ย $(2,596)ย $โ€”ย ย $(6,862)
Stock-based compensation expense(1)ย ย โ€”ย ย ย 208ย ย ย โ€”ย ย ย 429ย 
Stock-based compensation expense for CarOffer, LLC Units (1)ย ย โ€”ย ย ย 467ย ย ย โ€”ย ย ย 467ย 
Amortization of intangible assets(1)ย ย โ€”ย ย ย 2,774ย ย ย โ€”ย ย ย 5,548ย 
Non-GAAP net income (loss) attributable to redeemable noncontrolling interestย $โ€”ย ย $853ย ย $โ€”ย ย $(418)

(1) 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").
(2) We have updated the table above to separately disclose the stock-based compensation expense for CarOffer, LLC Units, and, as such, have updated the three and six months ended June 30, 2023 for comparison purposes.

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 Six Months Endedย 
ย ย June 30,ย ย June 30,ย 
ย ย 2024ย ย 2023(1)ย ย 2024ย ย 2023(1)ย 
GAAP consolidated net (loss) incomeย $(68,721)ย $13,817ย ย $(47,420)ย $25,683ย 
Depreciation and amortizationย ย 5,663ย ย ย 11,667ย ย ย 13,144ย ย ย 23,243ย 
Goodwill and other long-lived asset impairment (2)ย ย 127,655ย ย ย 9ย ย ย 127,655ย ย ย 184ย 
Stock-based compensation expenseย ย 15,557ย ย ย 14,602ย ย ย 31,379ย ย ย 29,579ย 
Stock-based compensation expense for CarOffer, LLC Unitsย ย โ€”ย ย ย 1,225ย ย ย โ€”ย ย ย 1,225ย 
Transaction-related expensesย ย 265ย ย ย โ€”ย ย ย 1,076ย ย ย โ€”ย 
Other income, netย ย (3,161)ย ย (4,680)ย ย (6,562)ย ย (9,018)
(Benefit from) provision for income taxesย ย (21,702)ย ย 8,601ย ย ย (13,318)ย ย 15,132ย 
Non-GAAP consolidated adjusted EBITDAย ย 55,556ย ย ย 45,241ย ย ย 105,954ย ย ย 86,028ย 
Non-GAAP adjusted EBITDA attributable to redeemable noncontrolling interestย ย โ€”ย ย ย 1,590ย ย ย โ€”ย ย ย 913ย 
Non-GAAP adjusted EBITDAย $55,556ย ย $43,651ย ย $105,954ย ย $85,115ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP consolidated adjusted EBITDA marginย ย 25%ย ย 19%ย ย 24%ย ย 18%

(1) We have updated the table above to separately disclose the stock-based compensation expense for CarOffer, LLC Units, and, as such, have updated the three and six months ended June 30, 2023 for comparison purposes.
(2) During the three and six months ended June 30, 2024, we recognized a goodwill impairment and presented it with long-lived asset impairment. During the three and six months ended June 30, 2023, we did not have a goodwill impairment.

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 Six Months Endedย 
ย ย June 30,ย ย June 30,ย 
ย ย 2024ย ย 2023(2)ย ย 2024ย ย 2023(2)ย 
GAAP net loss attributable to redeemable noncontrolling interestย $โ€”ย ย $(2,596)ย $โ€”ย ย $(6,862)
Depreciation and amortization (1)ย ย โ€”ย ย ย 2,951ย ย ย โ€”ย ย ย 5,899ย 
Other long-lived asset impairment (1)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 67ย 
Stock-based compensation expense (1)ย ย โ€”ย ย ย 208ย ย ย โ€”ย ย ย 429ย 
Stock-based compensation expense for CarOffer, LLC Units (1)ย ย โ€”ย ย ย 467ย ย ย โ€”ย ย ย 467ย 
Other expense, net (1)ย ย โ€”ย ย ย 540ย ย ย โ€”ย ย ย 888ย 
Provision for income taxes (1)ย ย โ€”ย ย ย 20ย ย ย โ€”ย ย ย 25ย 
Non-GAAP adjusted EBITDA attributable to redeemable noncontrolling interestย $โ€”ย ย $1,590ย ย $โ€”ย ย $913ย 

(1) These exclusions are adjusted to reflect the noncontrolling interest of 38% for the period prior to the 2023 CarOffer Transaction.
(2)ย We have updated the table above to separately disclose the stock-based compensation expense for CarOffer, LLC Units, and, as such, have updated the three and six months ended June 30, 2023 for comparison purposes.

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 Six Months Endedย 
ย ย June 30,ย ย June 30,ย 
ย ย 2024ย ย 2023(2)ย ย 2024ย ย 2023(2)ย 
Revenueย $218,692ย ย $239,737ย ย $434,488ย ย $471,700ย 
Cost of revenueย ย 36,248ย ย ย 75,596ย ย ย 77,083ย ย ย 152,579ย 
GAAP gross profitย ย 182,444ย ย ย 164,141ย ย ย 357,405ย ย ย 319,121ย 
Stock-based compensation expense included in Cost of revenueย ย 60ย ย ย 184ย ย ย 291ย ย ย 327ย 
Stock-based compensation expense for CarOffer, LLC Units included in Cost of revenueย ย โ€”ย ย ย 1ย ย ย โ€”ย ย ย 1ย 
Amortization of intangible assets included in Cost of revenueย ย โ€”ย ย ย 5,250ย ย ย 875ย ย ย 10,516ย 
Transaction-related expenses included in Cost of revenueย ย โ€”ย ย ย โ€”ย ย ย 92ย ย ย โ€”ย 
Other long-lived asset impairment included in Cost of revenue (1)ย ย 180ย ย ย 9ย ย ย 180ย ย ย 184ย 
Non-GAAP gross profitย $182,684ย ย $169,585ย ย $358,843ย ย $330,149ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย 
GAAP gross profit marginย ย 83%ย ย 68%ย ย 82%ย ย 68%
Non-GAAP gross profit marginย ย 84%ย ย 71%ย ย 83%ย ย 70%

(1) During the three months ended June 30, 2024, we updated the table above to disclose goodwill and other asset long-lived impairment in Non-GAAP Gross Profit and Non-GAAP Gross Profit Margin and, as such, have updated the three and six months ended June 30, 2023 for comparison purposes.
(2)ย We have updated the table above to separately disclose the stock-based compensation expense for CarOffer, LLC Units, and, as such, have updated the three and six months ended June 30, 2023 for comparison purposes.

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

ย ย Three Months Ended June 30, 2024
ย ย GAAP expenseย ย Stock-based
compensation
expense
ย ย Stock-Based compensation
expense for
CarOffer, LLC
Units
ย ย Amortization of
intangible assets
ย ย Goodwill and
other long-lived
asset impairment(2)
ย ย Transaction-
related expenses
ย ย Non-GAAP
expense
Costย ofย revenueย $36,248ย ย $(60)ย $โ€”ย ย $โ€”ย ย $(180)ย $โ€”ย ย $36,008
Sales and marketingย ย 82,311ย ย ย (3,250)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (170)ย ย 78,891
Product, technology, and developmentย ย 36,580ย ย ย (6,024)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (62)ย ย 30,494
General and administrativeย ย 27,429ย ย ย (6,223)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (33)ย ย 21,173
Goodwill and other long-lived asset impairmentย ย 127,475ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (127,475)ย ย โ€”ย ย ย โ€”
Depreciation & amortizationย ย 2,233ย ย ย โ€”ย ย ย โ€”ย ย ย (757)ย ย โ€”ย ย ย โ€”ย ย ย 1,476
Operating expenses(1)ย $276,028ย ย $(15,497)ย $โ€”ย ย $(757)ย $(127,475)ย $(265)ย $132,034
Total cost of revenue and operating expensesย $312,276ย ย $(15,557)ย $โ€”ย ย $(757)ย $(127,655)ย $(265)ย $168,042
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
ย ย Three Months Ended June 30, 2023
ย ย GAAP expenseย ย Stock-based
compensation
expense
ย ย Stock-based compensation
expense for
CarOffer, LLC
Units(3)
ย ย Amortization of
intangible assets
ย ย Goodwill and
other long-lived
asset impairment(2)
ย ย Transaction-
related expenses
ย ย Non-GAAP
expense
Costย ofย revenueย $75,596ย ย $(184)ย $(1)ย $(5,250)ย $(9)ย $โ€”ย ย $70,152
Sales and marketingย ย 77,838ย ย ย (2,871)ย ย (1)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 74,966
Product, technology, and developmentย ย 37,391ย ย ย (6,033)ย ย (1)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 31,357
General and administrativeย ย 27,267ย ย ย (5,514)ย ย (1,222)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 20,531
Goodwill and other long-lived asset impairmentย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”
Depreciation & amortizationย ย 3,907ย ย ย โ€”ย ย ย โ€”ย ย ย (2,257)ย ย โ€”ย ย ย โ€”ย ย ย 1,650
Operating expenses(1)ย $146,403ย ย $(14,418)ย $(1,224)ย $(2,257)ย $โ€”ย ย $โ€”ย ย $128,504
Total cost of revenue and operating expensesย $221,999ย ย $(14,602)ย $(1,225)ย $(7,507)ย $(9)ย $โ€”ย ย $198,656
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
ย ย Six Months Ended June 30, 2024
ย ย GAAP expenseย ย Stock-based
compensation
expense
ย ย Stock-based compensation
expense for
CarOffer, LLC
Units
ย ย Amortization of
intangible assets
ย ย Goodwill and
other long-lived
asset impairment(2)
ย ย Transaction-
related expenses
ย ย Non-GAAP
expense
Costย ofย revenueย $77,083ย ย $(291)ย $โ€”ย ย $(875)ย $(180)ย $(92)ย $75,645
Sales and marketingย ย 164,585ย ย ย (6,124)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (564)ย ย 157,897
Product, technology, and developmentย ย 72,125ย ย ย (12,001)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (63)ย ย 60,061
General and administrativeย ย 55,495ย ย ย (12,963)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (357)ย ย 42,175
Goodwill and other long-lived asset impairmentย ย 127,475ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (127,475)ย ย โ€”ย ย ย โ€”
Depreciation & amortizationย ย 5,025ย ย ย โ€”ย ย ย โ€”ย ย ย (1,764)ย ย โ€”ย ย ย โ€”ย ย ย 3,261
Operating expenses(1)ย $424,705ย ย $(31,088)ย $โ€”ย ย $(1,764)ย $(127,475)ย $(984)ย $263,394
Total cost of revenue and operating expensesย $501,788ย ย $(31,379)ย $โ€”ย ย $(2,639)ย $(127,655)ย $(1,076)ย $339,039
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
ย ย Six Months Ended June 30, 2023
ย ย GAAP expenseย ย Stock-based
compensation
expense
ย ย Stock-based
compensation
expense for
CarOffer, LLC
Units(3)
ย ย Amortization of
intangible assets
ย ย Goodwill and
other long-lived
asset impairment(2)
ย ย Transaction-
related expenses
ย ย Non-GAAP
expense
Costย ofย revenueย $152,579ย ย $(327)ย $(1)ย $(10,516)ย $(184)ย $โ€”ย ย $141,551
Sales and marketingย ย 153,415ย ย ย (5,955)ย ย (1)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 147,459
Product, technology, and developmentย ย 73,998ย ย ย (12,322)ย ย (1)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 61,675
General and administrativeย ย 52,186ย ย ย (10,975)ย ย (1,222)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 39,989
Goodwill and other long-lived asset impairmentย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”
Depreciation & amortizationย ย 7,725ย ย ย โ€”ย ย ย โ€”ย ย ย (4,525)ย ย โ€”ย ย ย โ€”ย ย ย 3,200
Operating expenses(1)ย $287,324ย ย $(29,252)ย $(1,224)ย $(4,525)ย $โ€”ย ย $โ€”ย ย $252,323
Total cost of revenue and operating expensesย $439,903ย ย $(29,579)ย $(1,225)ย $(15,041)ย $(184)ย $โ€”ย ย $393,874

(1) Operating expenses include sales and marketing, product, technology, and development, general and administrative, and depreciation & amortization.
(2) During the three months ended June 30, 2024, we updated the table above to disclose goodwill and other long-lived asset impairment in Non-GAAP Expense and, as such, have updated the three and six months ended June 30, 2023 for comparison purposes.
(3) We have updated the table above to separately disclose the stock-based compensation expense for CarOffer, LLC Units, and, as such, have updated the three and six months ended June 30, 2023 for comparison purposes.

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 Six Months Endedย 
ย ย June 30,ย ย June 30,ย 
ย ย 2024ย ย 2023ย ย 2024ย ย 2023ย 
GAAP net cash and cash equivalents provided by operating activitiesย $71,597ย ย $29,336ย ย $123,561ย ย $95,681ย 
Purchases of property and equipmentย ย (25,984)ย ย (1,857)ย ย (54,649)ย ย (4,255)
Capitalization of website development costsย ย (5,242)ย ย (3,943)ย ย (10,707)ย ย (7,432)
Non-GAAP free cash flowย $40,371ย ย $23,536ย ย $58,205ย ย $83,994ย 


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, stock-based compensation expense for CarOffer, LLC Units, amortization of intangible assets, goodwill and other long-lived asset impairment, 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 income (loss) attributable to redeemable noncontrolling interest. We define non-GAAP net income (loss) attributable to redeemable noncontrolling interest as net loss attributable to redeemable noncontrolling interest, adjusted to exclude: stock-based compensation expense, stock-based compensation expense for CarOffer, LLC Units, 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, goodwill and other long-lived asset impairment, stock-based compensation expense, stock-based compensation expense for CarOffer, LLC Units, transaction-related expenses, other income, net, and (benefit from) 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, stock-based compensation expense for CarOffer, LLC Units, other expense, net, and (benefit from) 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 and six months ended Juneย 30, 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 Quarterly Average Revenue per Subscribing Dealer ("QARSD"), which is measured at the end of a fiscal quarter, as the marketplace revenue primarily from subscriptions to our Listings packages, and 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 the purchase and sale of vehicles between dealers, or Dealer-to-Dealer transactions, and Sell My Car - Instant Max Cash Offer 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.


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