CarGurus Announces Third Quarter 2025 Results

Q3โ€™25 Marketplace revenue grew 14% YoY to $232 million, above the midpoint of our guidance range

GAAP Marketplace (U.S. Marketplace Segment and Other) operating income of $64.1 million; Non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA of $82.4 million, up 18% YoY, above the midpoint of our guidance range

Further advanced our innovative AI-powered solutions with PriceVantage, Dealership Mode, and CG Discover

Repurchased $111 million worth of shares in Q3โ€™25; have repurchased 23% of shares outstanding since initiation of buyback program in December 2022

BOSTON, Nov. 06, 2025 (GLOBE NEWSWIRE) -- CarGurus, Inc. (Nasdaq: CARG), the No. 1 visited automotive shopping site in the U.S.1, today announced financial results for the third quarter ended Septemberย 30, 2025.

โ€œWe delivered another quarter of strong Marketplace revenue growth as dealers have increasingly adopted our data-driven tools,โ€ said Jason Trevisan, Chief Executive Officer at CarGurus. โ€œOur product innovation is driving measurable ROI across more areas of the dealership, like inventory, pricing, marketing, and data intelligence. That adoption, coupled with strong execution, has fueled solid growth in both our U.S. and international businesses. We believe these trends position us well to extend our leadership, deepen customer relationships, access new market segments, and drive long-term growth.โ€

Third Quarter Financial Highlights

Below are our third quarter financial highlights for the three and nine months ended Septemberย 30, 2025. The amounts in the tables below may not sum due to rounding.

ย Three Months Endedย ย Nine Months Endedย 
ย September 30, 2025ย ย September 30, 2025ย 
ย Results
(in millions)
ย ย Variance from Prior Yearย ย Results
(in millions)
ย ย Variance from Prior Yearย 
Revenueย ย ย ย ย ย ย ย ย ย ย 
Marketplace Revenue$231.7ย ย ย 14%ย $665.9ย ย ย 14%
Wholesale Revenueย 2.2ย ย ย (81)%ย ย 16.3ย ย ย (61)%
Product Revenueย 4.8ย ย ย (69)%ย ย 15.7ย ย ย (59)%
Total Revenue$238.7ย ย ย 3%ย $697.9ย ย ย 5%
ย ย ย ย ย ย ย ย ย ย ย ย 
Gross Profit(1)$213.5ย ย ย 17%ย $617.6ย ย ย 14%
% Marginย 89%ย 1,055 bpsย ย ย 88%ย 741 bpsย 
ย ย ย ย ย ย ย ย ย ย ย ย 
Operating Expenses(2)$158.9ย ย ย 2%ย $492.3ย ย ย (15)%
ย ย ย ย ย ย ย ย ย ย ย ย 
GAAP Marketplace (U.S. Marketplace Segment and Other) Operating Income(3)$64.1ย ย ย 22%ย $177.5ย ย ย 33%
% Marginย 28%ย 182 bpsย ย ย 27%ย 382 bpsย 
ย ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA(4)$82.4ย ย ย 18%ย $232.1ย ย ย 25%
% Margin(4)ย 36%ย 122 bpsย ย ย 35%ย 310 bpsย 
ย ย ย ย ย ย ย ย ย ย ย ย 
GAAP Net Income(3)$44.7ย ย ย 99%ย $106.1ย ย NM(6)ย 
% Marginย 19%ย 900 bpsย ย ย 15%ย NM(6)ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP Adjusted EBITDA(4)$78.7ย ย ย 21%ย $222.3ย ย ย 30%
% Margin(4)ย 33%ย 491 bpsย ย ย 32%ย 619 bpsย 
ย ย ย ย ย ย ย ย ย ย ย ย 
Cash and Cash Equivalents at period end(5)$178.8ย ย ย (41)%ย $178.8ย ย ย (41)%

(1)ย  There was no impairment of other assets for the three months ended September 30, 2025. During the three months ended September 30, 2024, we recorded $9.8 million of impairments in cost of revenue. During the nine months ended September 30, 2025 and 2024, we recorded $2.9 million and $9.9 million, respectively, of impairments in cost of revenue.
(2)ย  During the three months ended September 30, 2025, there was no impairment recorded. During the three months ended September 30, 2024, we recorded $7.0 million of impairments in operating expenses. During the nine months ended September 30, 2025 and 2024, we recorded $29.6 million and $134.5 million, respectively, of impairments in operating expenses.
(3)ย  During the three months ended September 30, 2025, there was no impairment recorded. During the three months ended September 30, 2024, we recorded $16.8 million of impairments. During the nine months ended September 30, 2025 and 2024, we recorded $32.6 million and $144.4 million, respectively, of impairments.
(4)ย  For more information regarding our use of non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA, non-GAAP 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.
(5)ย  Variance represents the change from December 31, 2024.
(6)ย  Not meaningful.


ย Three Months Endedย ย Nine Months Endedย 
ย September 30, 2025ย ย September 30, 2025ย 
ย Resultsย ย Variance from Prior Yearย ย Resultsย ย Variance from Prior Yearย 
Key Performance Indicators(1)ย ย ย ย ย ย ย ย ย ย ย 
U.S. Paying Dealers(2)ย 25,743ย ย ย 5%ย ย 25,743ย ย ย 5%
International Paying Dealers(2)ย 7,930ย ย ย 11%ย ย 7,930ย ย ย 11%
Total Paying Dealers(2)ย 33,673ย ย ย 6%ย ย 33,673ย ย ย 6%
ย ย ย ย ย ย ย ย ย ย ย ย 
U.S. QARSD$7,742ย ย ย 8%ย $7,742ย ย ย 8%
International QARSD$2,375ย ย ย 15%ย $2,375ย ย ย 15%
Consolidated QARSD$6,492ย ย ย 8%ย $6,492ย ย ย 8%
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 
U.S. Marketplace Segment Revenue$210.4ย ย ย 12%ย $608.3ย ย ย 13%
U.S. Marketplace Segment Operating Income$61.0ย ย ย 21%ย $169.6ย ย ย 34%
Digital Wholesale Segment Revenue$7.0ย ย ย (74)%ย $32.0ย ย ย (60)%
Digital Wholesale Segment Operating Loss(3)$(9.4)ย ย 63%ย $(52.3)ย ย 70%

(1)ย  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 September 30, 2025.
(3)ย  For the three months ended September 30, 2025, there was no impairment recorded. For the three months ended September 30, 2024, Digital Wholesale Segment Operating Loss is inclusive of $16.8 million of impairments. For the nine months ended September 30, 2025 and 2024, Digital Wholesale Segment Operating Loss is inclusive of $32.6 million and $144.4 million, respectively, of impairments.

Fourth Quarter and Full-Year 2025 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.

Fourth Quarter 2025 Guidance MetricsValues
Marketplace Revenue(1)$236.0 million to $241.0 million
Non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA$83.0 million to $91.0 million
Non-GAAP Earnings per Share$0.61 to $0.67

(1)ย  Marketplace revenue consists of U.S. Marketplace Segment and Other revenue.

Full-Year 2025 Guidance MetricsValues
Marketplace Revenue (1)$902.0 million to $907.0 million
Non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA$313.0 million to $321.0 million
Non-GAAP Earnings per Share$2.19 to $2.25

(1)ย  Marketplace revenue consists of U.S. Marketplace Segment and Other revenue.

The fourth quarter and full-year 2025 non-GAAP earnings per share calculations assume 97.0 million and 101.0 million, respectively, diluted weighted-average common shares outstanding.

The assumptions that are built into guidance for the fourth quarter and full-year 2025 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 fourth quarter and full-year 2025 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 future foreign currency exchange gains or losses. CarGurus may incur charges, realize gains or losses, or experience other events or circumstances in 2025 that could cause any of these assumptions to change and/or actual results to vary from this guidance.

CarGurus has not reconciled its guidance of non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA to GAAP Marketplace (U.S. Marketplace Segment and Other) operating income or non-GAAP earnings per share to GAAP earnings per share because we are unable to accurately predict without unreasonable effort the exact amount or timing of certain reconciling items between such GAAP and non-GAAP financial measures, including, as applicable, depreciation expenses, amortization of intangible assets, non-intangible amortization, stock-based compensation, transaction-related expenses, and income tax effects. The variability of these reconciling items could have a significant impact on our future GAAP reported results.

Conference Call and Webcast Information

CarGurus will host a conference call and live webcast to discuss its third quarter 2025 financial results and business outlook at 5:00 p.m. Eastern Time today, November 6, 2025. 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 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, November 6, 2025, until 11:59 p.m. Eastern Time on November 20, 2025, by dialing (844) 512-2921 for callers in the U.S. or Canada, or (412) 317-6671 for international callers, and entering passcode 13755566. In addition, an archived webcast will be available on the Investors section of CarGurusโ€™ website at investors.cargurus.com.

About CarGurus

CarGurus (Nasdaq: CARG) is the leading multinational automotive platform helping consumers and dealers confidently buy and sell vehicles. Founded in 2006 with a mission to bring more trust and transparency to car shopping, CarGurus is the No. 1 visited automotive shopping site in the U.S.1 with the largest selection of inventory and network of dealers.2 CarGurusโ€™ unmatched selection, trusted automotive insights, and data-driven products and solutions support each shopperโ€™s journey โ€” from online research and shopping to in-dealership decisions โ€” to empower them at every step. And, by translating data from billions of monthly site interactions, CarGurus provides dealers a personalized, predictive intelligence platform with software solutions that helps them run their businesses more efficiently and profitably at all stages of inventory acquisition and pricing, marketing, and conversion to sale.

CarGurus operates online marketplaces in the U.S., U.K., and Canada. The companyโ€™s network of brands includes PistonHeads, the largest online motoring community in the U.K.3, and Autolist, a U.S.- based online marketplace.ย 

To learn more about CarGurus, visit www.cargurus.com.

1 Similarweb: Traffic and Engagement Report [Cars.com, Autotrader.com, TrueCar.com, CARFAX.com Listings
(defined as CARFAX.com Total Visits minus Vehicle History Reports)], Q3 2025, U.S.
2Compared to Autotrader.com (YipitData July/August 2025), Cars.com, TrueCar.com (YipitData as of September 30, 2025), and CARFAX (Joreca as of September 30, 2025).
3 Similarweb: Traffic Insights, Q3 2025, U.K.

CarGurusยฎ and Autolistยฎ are each a registered trademark of CarGurus, Inc., CarOfferยฎ is a registered trademark of CarOffer, LLC, and PistonHeadsยฎ is a registered trademark of CarGurus Ireland Limited in the U.K. and the European Union. All other product names, trademarks, and registered trademarks are property of their respective owners.

ยฉ 2025 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 operating results; our fourth quarter and full-year 2025 financial and business performance, including guidance; the expectations about our intended wind-down of CarOffer, LLC ("CarOffer"), including the Dealer-to-Dealer and Instant Max Cash Offer products (the โ€œCarOffer Transactions Business"), such as expected costs and timing; our plans to focus on technology and analytics that will enable smarter sourcing and pricing decisions; our business and growth strategy and our plans to execute on our growth strategy; our ability to grow our business profitably and efficiently; our capital allocation and investment strategy; the attractiveness and value proposition of our current offerings and other product opportunities; our ability to maintain existing and acquire new customers; addressable opportunities; 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 our ability to overcome challenges facing the automotive industry ecosystem, including inventory supply problems, global supply chain challenges, including disruptions to pre-existing supply chains and vendor relations, changes to trade policies or tariff regulations, financial market volatility and disruption, increased interest rates, inflationary concerns, and other macroeconomic issues, including uncertain or volatile economic conditions in the U.S. and abroad, 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€œstrive,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 implement our plan to wind down CarOffer, including the CarOffer Transactions Business; failure to achieve expected organizational efficiencies from the wind-down; the estimated timing and costs associated with the wind-down; the impact the wind-down will have on our operations; disruptions in relationships with dealers, customers, vendors, contractors, and employees given our decision to wind down CarOffer, including the CarOffer Transactions Business; unanticipated developments that may prevent, delay, or increase the costs associated with the wind-down activities; the potential impact on our business due to the announcement of the wind-down; 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, changes in international trade policies, including tariffs, volatile economic conditions, and other macroeconomic issues; the impact of changes in tax law and related guidance and regulations that may be implemented, including on tax rates, our business, and our financial results; 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

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

ย As of
Septemberย 30,
2025
ย ย As of
Decemberย 31,
2024
ย 
Assetsย ย ย ย ย 
Current assetsย ย ย ย ย 
Cash and cash equivalents$178,834ย ย $304,193ย 
Accounts receivable, net of allowance for doubtful accounts of $1,186
and $788, respectively
ย 39,612ย ย ย 44,248ย 
Inventoryย โ€”ย ย ย 338ย 
Prepaid expenses, prepaid income taxes, and other current assetsย 36,078ย ย ย 27,868ย 
Deferred contract costsย 14,843ย ย ย 12,523ย 
Restricted cashย 21ย ย ย 2,036ย 
Total current assetsย 269,388ย ย ย 391,206ย 
Property and equipment, netย 132,934ย ย ย 130,010ย 
Intangible assets, netย 3,493ย ย ย 11,767ย 
Goodwillย 28,409ย ย ย 46,167ย 
Operating lease right-of-use assetsย 116,665ย ย ย 121,484ย 
Deferred tax assetsย 92,706ย ย ย 106,672ย 
Deferred contract costs, net of current portionย 12,842ย ย ย 13,196ย 
Other non-current assetsย 4,035ย ย ย 4,034ย 
Total assets$660,472ย ย $824,536ย 
Liabilities and stockholdersโ€™ equityย ย ย ย ย 
Current liabilitiesย ย ย ย ย 
Accounts payable$30,350ย ย $26,410ย 
Accrued expenses, accrued income taxes, and other current liabilitiesย 30,546ย ย ย 35,975ย 
Deferred revenueย 23,643ย ย ย 21,661ย 
Operating lease liabilitiesย 9,317ย ย ย 9,005ย 
Total current liabilitiesย 93,856ย ย ย 93,051ย 
Operating lease liabilitiesย 183,944ย ย ย 183,739ย 
Deferred tax liabilitiesย 26ย ย ย 26ย 
Other nonโ€“current liabilitiesย 7,197ย ย ย 6,031ย 
Total liabilitiesย 285,023ย ย ย 282,847ย 
Stockholdersโ€™ equityย ย ย ย ย 
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized;
no shares issued and outstanding
ย โ€”ย ย ย โ€”ย 
Class A common stock, $0.001 par value per share; 500,000,000 shares
authorized; 81,908,990 and 89,002,571 shares issued and outstanding
at September 30, 2025 and December 31, 2024, respectively
ย 82ย ย ย 89ย 
Class B common stock, $0.001 par value per share; 100,000,000 shares
authorized; 14,216,250 and 14,986,745 shares issued and outstanding
at September 30, 2025 and December 31, 2024, respectively
ย 14ย ย ย 15ย 
Additional paid-in capitalย 6,776ย ย ย 169,013ย 
Retained earningsย 367,187ย ย ย 375,119ย 
Accumulated other comprehensive income (loss)ย 1,390ย ย ย (2,547)
Total stockholdersโ€™ equityย 375,449ย ย ย 541,689ย 
Total liabilities and stockholdersโ€™ equity$660,472ย ย $824,536ย 


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

ย Three Months Endedย ย Nine Months Endedย 
ย Septemberย 30,ย ย Septemberย 30,ย 
ย 2025ย ย 2024ย ย 2025ย ย 2024ย 
Revenueย ย ย ย ย ย ย ย ย ย ย 
Marketplace$231,653ย ย $204,019ย ย $665,886ย ย $586,405ย 
Wholesaleย 2,249ย ย ย 12,107ย ย ย 16,271ย ย ย 41,351ย 
Productย 4,794ย ย ย 15,232ย ย ย 15,730ย ย ย 38,090ย 
Total revenueย 238,696ย ย ย 231,358ย ย ย 697,887ย ย ย 665,846ย 
Cost of revenue(1)ย ย ย ย ย ย ย ย ย ย ย 
Marketplaceย 16,946ย ย ย 13,521ย ย ย 46,755ย ย ย 41,051ย 
Wholesale(2)ย 3,366ย ย ย 20,415ย ย ย 17,883ย ย ย 47,272ย 
Productย 4,852ย ย ย 14,871ย ย ย 15,628ย ย ย 37,567ย 
Total cost of revenueย 25,164ย ย ย 48,807ย ย ย 80,266ย ย ย 125,890ย 
Gross profitย 213,532ย ย ย 182,551ย ย ย 617,621ย ย ย 539,956ย 
Operating expensesย ย ย ย ย ย ย ย ย ย ย 
Sales and marketingย 89,368ย ย ย 81,216ย ย ย 260,421ย ย ย 245,801ย 
Product, technology, and developmentย 36,316ย ย ย 36,359ย ย ย 106,936ย ย ย 108,484ย 
General and administrativeย 28,463ย ย ย 28,187ย ย ย 82,305ย ย ย 83,682ย 
Impairmentsย โ€”ย ย ย 7,026ย ย ย 29,633ย ย ย 134,501ย 
Depreciation and amortizationย 4,711ย ย ย 2,329ย ย ย 13,053ย ย ย 7,354ย 
Total operating expensesย 158,858ย ย ย 155,117ย ย ย 492,348ย ย ย 579,822ย 
Income (loss) from operationsย 54,674ย ย ย 27,434ย ย ย 125,273ย ย ย (39,866)
Other income, netย ย ย ย ย ย ย ย ย ย ย 
Interest incomeย 2,292ย ย ย 2,717ย ย ย 7,524ย ย ย 9,063ย 
Other (expense) income, netย (399)ย ย (94)ย ย (271)ย ย 122ย 
Total other income, netย 1,893ย ย ย 2,623ย ย ย 7,253ย ย ย 9,185ย 
Income (loss) before income taxesย 56,567ย ย ย 30,057ย ย ย 132,526ย ย ย (30,681)
Provision for (benefit from) income taxesย 11,850ย ย ย 7,546ย ย ย 26,421ย ย ย (5,772)
Net income (loss)$44,717ย ย $22,511ย ย $106,105ย ย $(24,909)
Net income (loss) per share attributable to common stockholdersย ย ย ย ย ย ย ย ย ย ย 
Basic$0.46ย ย $0.22ย ย $1.06ย ย $(0.24)
Diluted$0.45ย ย $0.21ย ย $1.04ย ย $(0.24)
Weighted-average number of shares of common stock used in
computing net income (loss) per share attributable to common stockholders
ย ย ย ย ย ย ย ย ย ย ย 
Basicย 98,170,081ย ย ย 103,321,988ย ย ย 100,033,516ย ย ย 104,769,518ย 
Dilutedย 99,722,575ย ย ย 105,059,283ย ย ย 101,640,190ย ย ย 104,769,518ย 

(1)ย  For the three months ended September 30, 2025 and 2024 and for the nine months ended September 30, 2025 and 2024, cost of revenue includes $2,645, $2,849, $7,539, and $10,968, respectively.
(2)ย  For the three months ended September 30, 2025, there was no impairment recorded in cost of revenue. For the three months ended September 30, 2024, and for the nine months ended September 30, 2025 and 2024, we recorded $9,750, $2,919, and $9,930, respectively, in impairments.


Unaudited Segment Revenue
(in thousands)

ย Three Months Endedย ย Nine Months Endedย 
ย Septemberย 30,ย ย Septemberย 30,ย 
ย 2025ย ย 2024ย ย 2025ย ย 2024ย 
Segment Revenueย ย ย ย ย ย ย ย ย ย ย 
U.S. Marketplace$210,441ย ย $187,253ย ย $608,321ย ย $540,293ย 
Digital Wholesaleย 7,043ย ย ย 27,339ย ย ย 32,001ย ย ย 79,441ย 
Otherย 21,212ย ย ย 16,766ย ย ย 57,565ย ย ย 46,112ย 
Total$238,696ย ย $231,358ย ย $697,887ย ย $665,846ย 


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

ย Three Months Endedย ย Nine Months Endedย 
ย Septemberย 30,ย ย Septemberย 30,ย 
ย 2025ย ย 2024ย ย 2025ย ย 2024ย 
Segment Income (Loss) from Operationsย ย ย ย ย ย ย ย ย ย ย 
U.S. Marketplace$61,009ย ย $50,410ย ย $169,552ย ย $126,670ย 
Digital Wholesaleย (9,441)ย ย (25,317)ย ย (52,261)ย ย (173,815)
Otherย 3,106ย ย ย 2,341ย ย ย 7,982ย ย ย 7,279ย 
Total$54,674ย ย $27,434ย ย $125,273ย ย $(39,866)


Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

ย Three Months Endedย ย Nine Months Endedย 
ย Septemberย 30,ย ย Septemberย 30,ย 
ย 2025ย ย 2024ย ย 2025ย ย 2024ย 
Operating Activitiesย ย ย ย ย ย ย ย ย ย ย 
Net income (loss)$44,717ย ย $22,511ย ย $106,105ย ย $(24,909)
Adjustments to reconcile net income (loss) to net cash provided by operating activitiesย ย ย ย ย ย ย ย ย ย ย 
Depreciation and amortizationย 7,356ย ย ย 5,178ย ย ย 20,592ย ย ย 18,322ย 
Currency gain on foreign denominated transactionsย 11ย ย ย (741)ย ย (446)ย ย (234)
Other non-cash income, netย (101)ย ย โ€”ย ย ย (101)ย ย (816)
Deferred taxesย 27,296ย ย ย (3,180)ย ย 13,966ย ย ย (47,344)
Provision for doubtful accountsย 924ย ย ย 736ย ย ย 2,047ย ย ย 1,534ย 
Stock-based compensation expenseย 12,627ย ย ย 15,455ย ย ย 38,552ย ย ย 46,614ย 
Amortization of deferred financing costsย 129ย ย ย 129ย ย ย 387ย ย ย 387ย 
Amortization of deferred contract costsย 4,172ย ย ย 3,608ย ย ย 11,986ย ย ย 10,241ย 
Impairmentsย โ€”ย ย ย 16,776ย ย ย 32,552ย ย ย 144,431ย 
Changes in operating assets and liabilitiesย ย ย ย ย ย ย ย ย ย ย 
Accounts receivableย 1,181ย ย ย (5,636)ย ย 3,404ย ย ย (5,393)
Inventoryย 711ย ย ย 863ย ย ย 338ย ย ย 149ย 
Prepaid expenses, prepaid income taxes, and other assetsย (17,346)ย ย (332)ย ย (8,452)ย ย 7,093ย 
Deferred contract costsย (4,278)ย ย (3,859)ย ย (13,707)ย ย (11,307)
Accounts payableย (2,465)ย ย 1,469ย ย ย 4,227ย ย ย 10,770ย 
Accrued expenses, accrued income taxes, and other liabilitiesย (2,854)ย ย (1,706)ย ย (6,058)ย ย (2,568)
Deferred revenueย 247ย ย ย 79ย ย ย 1,933ย ย ย 555ย 
Lease obligationsย (1,162)ย ย 4,846ย ย ย 4,838ย ย ย 32,232ย 
Net cash provided by operating activitiesย 71,165ย ย ย 56,196ย ย ย 212,163ย ย ย 179,757ย 
Investing Activitiesย ย ย ย ย ย ย ย ย ย ย 
Purchases of property and equipmentย (1,362)ย ย (10,288)ย ย (5,185)ย ย (64,937)
Capitalization of website development costsย (5,794)ย ย (4,607)ย ย (17,447)ย ย (15,314)
Purchases of short-term investmentsย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (494)
Sale of short-term investmentsย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 21,218ย 
Advance payments to customers, net of collectionsย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 259ย 
Net cash used in investing activitiesย (7,156)ย ย (14,895)ย ย (22,632)ย ย (59,268)
Financing Activitiesย ย ย ย ย ย ย ย ย ย ย 
Proceeds from issuance of common stock upon exercise of stock optionsย 25ย ย ย 49ย ย ย 429ย ย ย 75ย 
Payment of withholding taxes on net share settlements of restricted stock unitsย (7,374)ย ย (5,986)ย ย (22,704)ย ย (17,391)
Repurchases of common stockย (110,279)ย ย (3,701)ย ย (294,887)ย ย (146,180)
Payment of excise tax for repurchase of common stockย โ€”ย ย ย โ€”ย ย ย (682)ย ย โ€”ย 
Payment of finance lease obligationsย (20)ย ย (19)ย ย (60)ย ย (56)
Change in gross advance payments received from third-party transaction processorย (803)ย ย (624)ย ย (1,084)ย ย (704)
Net cash used in financing activitiesย (118,451)ย ย (10,281)ย ย (318,988)ย ย (164,256)
Impact of foreign currency on cash, cash equivalents, and restricted cashย (52)ย ย 1,356ย ย ย 2,083ย ย ย 582ย 
Net (decrease) increase in cash, cash equivalents, and restricted cashย (54,494)ย ย 32,376ย ย ย (127,374)ย ย (43,185)
Cash, cash equivalents, and restricted cash at beginning of periodย 233,349ย ย ย 218,365ย ย ย 306,229ย ย ย 293,926ย 
Cash, cash equivalents, and restricted cash at end of period$178,855ย ย $250,741ย ย $178,855ย ย $250,741ย 


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

ย Three Months Endedย ย Nine Months Endedย 
ย Septemberย 30,ย ย Septemberย 30,ย 
ย 2025ย ย 2024(1)ย ย 2025ย ย 2024(1)ย 
GAAP net income (loss)$44,717ย ย $22,511ย ย $106,105ย ย $(24,909)
Amortization of intangible assetsย 813ย ย ย 509ย ย ย 1,830ย ย ย 3,148ย 
Stock-based compensation expenseย 12,627ย ย ย 15,455ย ย ย 38,552ย ย ย 46,834ย 
Transaction-related expensesย 206ย ย ย 39ย ย ย 1,486ย ย ย 1,115ย 
Restructuring expensesย 3,803ย ย ย โ€”ย ย ย 3,803ย ย ย โ€”ย 
Impairmentsย โ€”ย ย ย 16,776ย ย ย 32,552ย ย ย 144,431ย 
Income tax effects and adjustmentsย (5,718)ย ย (9,058)ย ย (22,656)ย ย (47,284)
Non-GAAP net income$56,448ย ย $46,232ย ย $161,672ย ย $123,335ย 
GAAP net income (loss) per share attributable to common stockholdersย ย ย ย ย ย ย ย ย ย ย 
Basic$0.46ย ย $0.22ย ย $1.06ย ย $(0.24)
Diluted$0.45ย ย $0.21ย ย $1.04ย ย $(0.24)
Non-GAAP net income per share attributable to common stockholdersย ย ย ย ย ย ย ย ย ย ย 
Basic$0.58ย ย $0.45ย ย $1.62ย ย $1.18ย 
Diluted$0.57ย ย $0.44ย ย $1.59ย ย $1.18ย 
Shares used in GAAP andย Non-GAAPย per share calculationsย ย ย ย ย ย ย ย ย ย ย 
Basicย 98,170ย ย ย 103,322ย ย ย 100,034ย ย ย 104,770ย 
Dilutedย 99,723ย ย ย 105,059ย ย ย 101,640ย ย ย 104,770ย 

(1)ย  During the three months ended March 31, 2025, we identified an immaterial error to our non-GAAP net income calculation related to the income tax effects and adjustments and have updated the table to correct the calculation for the three months ended September 30, 2024 and for the nine months ended September 30, 2024. For the three months ended September 30, 2024, this resulted in a decrease in the basic and diluted non-GAAP net income per share attributable to common stockholders from $0.46 per share to $0.45 per share and from $0.45 per share to $0.44, respectively. For the nine months ended September 30, 2024, this resulted in a decrease in the basic non-GAAP net income per share attributable to common stockholders from $1.19 per share to $1.18 per share.

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

ย Three Months Endedย ย Nine Months Endedย 
ย Septemberย 30,ย ย Septemberย 30,ย 
ย 2025ย ย 2024ย ย 2025ย ย 2024ย 
GAAP net income (loss)$44,717ย ย $22,511ย ย $106,105ย ย $(24,909)
Depreciation and amortizationย 7,356ย ย ย 5,178ย ย ย 20,592ย ย ย 18,322ย 
Stock-based compensation expenseย 12,627ย ย ย 15,455ย ย ย 38,552ย ย ย 46,834ย 
Transaction-related expensesย 206ย ย ย 39ย ย ย 1,486ย ย ย 1,115ย 
Restructuring expensesย 3,803ย ย ย โ€”ย ย ย 3,803ย ย ย โ€”ย 
Impairmentsย โ€”ย ย ย 16,776ย ย ย 32,552ย ย ย 144,431ย 
Other income, netย (1,893)ย ย (2,623)ย ย (7,253)ย ย (9,185)
Provision for (benefit from) income taxesย 11,850ย ย ย 7,546ย ย ย 26,421ย ย ย (5,772)
Non-GAAP adjusted EBITDA$78,666ย ย $64,882ย ย $222,258ย ย $170,836ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
GAAP net income (loss) marginย 19%ย ย 10%ย ย 15%ย ย (4)%
Non-GAAP adjusted EBITDA marginย 33%ย ย 28%ย ย 32%ย ย 26%


Unaudited Reconciliation of GAAP Marketplace (U.S. Marketplace Segment and Other) Operating Income to Non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA and GAAP Marketplace (U.S. Marketplace Segment and Other) Operating Income Margin to Non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA Margin
(in thousands)

ย Three Months Endedย ย Nine Months Endedย 
ย Septemberย 30,ย ย Septemberย 30,ย 
ย 2025ย ย 2024ย ย 2025ย ย 2024ย 
GAAP Marketplace (U.S. Marketplace Segment and Other) Operating Income$64,115ย ย $52,751ย ย $177,534ย ย $133,949ย 
Depreciation and amortizationย 6,308ย ย ย 2,892ย ย ย 17,707ย ย ย 8,319ย 
Stock-based compensation expenseย 12,026ย ย ย 14,476ย ย ย 36,866ย ย ย 43,899ย 
Transaction-related expensesย (2)ย ย 7ย ย ย 5ย ย ย 79ย 
Non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA$82,447ย ย $70,126ย ย $232,112ย ย $186,246ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
GAAP Marketplace (U.S. Marketplace Segment and Other) Operating Income marginย 28%ย ย 26%ย ย 27%ย ย 23%
Non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA marginย 36%ย ย 34%ย ย 35%ย ย 32%


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 Three Months Endedย ย Nine Months Endedย 
ย Septemberย 30,ย ย Septemberย 30,ย 
ย 2025ย ย 2024ย ย 2025ย ย 2024ย 
Revenue$238,696ย ย $231,358ย ย $697,887ย ย $665,846ย 
Cost of revenueย 25,164ย ย ย 48,807ย ย ย 80,266ย ย ย 125,890ย 
GAAP gross profitย 213,532ย ย ย 182,551ย ย ย 617,621ย ย ย 539,956ย 
Amortization of intangible assets included in Cost of revenueย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 875ย 
Stock-based compensation expense included in Cost of revenueย 75ย ย ย 96ย ย ย 213ย ย ย 387ย 
Transaction-related expenses included in Cost of revenueย 1ย ย ย โ€”ย ย ย 272ย ย ย 92ย 
Restructuring expenses included in Cost of revenueย 392ย ย ย โ€”ย ย ย 392ย ย ย โ€”ย 
Impairments included in Cost of revenueย โ€”ย ย ย 9,750ย ย ย 2,919ย ย ย 9,930ย 
Non-GAAP gross profit$214,000ย ย $192,397ย ย $621,417ย ย $551,240ย 
ย ย ย ย ย ย ย ย ย ย ย ย 
GAAP gross profit marginย 89%ย ย 79%ย ย 88%ย ย 81%
Non-GAAP gross profit marginย 90%ย ย 83%ย ย 89%ย ย 83%


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

ย Three Months Ended September 30, 2025ย 
ย GAAP expenseย ย Amortization of
intangible assets
ย ย Stock-based
compensation
expense
ย ย Transaction-related expensesย ย Restructuring expensesย ย Impairmentsย ย Non-GAAP
expense
ย 
Costย ofย revenue$25,164ย ย $โ€”ย ย $(75)ย $(1)ย $(392)ย $โ€”ย ย $24,696ย 
Sales and marketingย 89,368ย ย ย โ€”ย ย ย (2,781)ย ย โ€”ย ย ย (1,424)ย ย โ€”ย ย ย 85,163ย 
Product, technology, and developmentย 36,316ย ย ย โ€”ย ย ย (5,393)ย ย (12)ย ย (1,189)ย ย โ€”ย ย ย 29,722ย 
General and administrativeย 28,463ย ย ย โ€”ย ย ย (4,378)ย ย (193)ย ย (798)ย ย โ€”ย ย ย 23,094ย 
Impairmentsย 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€”ย 
Depreciation & amortizationย 4,711ย ย ย (813)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 3,898ย 
Operating expenses(1)$158,858ย ย $(813)ย $(12,552)ย $(205)ย $(3,411)ย $โ€”ย ย $141,877ย 
Total cost of revenue and operating expenses$184,022ย ย $(813)ย $(12,627)ย $(206)ย $(3,803)ย $โ€”ย ย $166,573ย 
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 September 30, 2024ย 
ย GAAP expenseย ย Amortization of
intangible assets
ย ย Stock-based
compensation
expense
ย ย Transaction-related expensesย ย Restructuring expensesย ย Impairmentsย ย Non-GAAP
expense
ย 
Costย ofย revenue$48,807ย ย $โ€”ย ย $(96)ย $โ€”ย ย $โ€”ย ย $(9,750)ย $38,961ย 
Sales and marketingย 81,216ย ย ย โ€”ย ย ย (3,017)ย ย (6)ย ย โ€”ย ย ย โ€”ย ย ย 78,193ย 
Product, technology, and developmentย 36,359ย ย ย โ€”ย ย ย (6,164)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 30,195ย 
General and administrativeย 28,187ย ย ย โ€”ย ย ย (6,178)ย ย (33)ย ย โ€”ย ย ย โ€”ย ย ย 21,976ย 
Impairmentsย 7,026ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (7,026)ย ย โ€”ย 
Depreciation & amortizationย 2,329ย ย ย (509)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 1,820ย 
Operating expenses(1)$155,117ย ย $(509)ย $(15,359)ย $(39)ย $โ€”ย ย $(7,026)ย $132,184ย 
Total cost of revenue and operating expenses$203,924ย ย $(509)ย $(15,455)ย $(39)ย $โ€”ย ย $(16,776)ย $171,145ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
ย Nine Months Ended September 30, 2025ย 
ย GAAP expenseย ย Amortization of
intangible assets
ย ย Stock-based
compensation
expense
ย ย Transaction-related expensesย ย Restructuring expensesย ย Impairmentsย ย Non-GAAP
expense
ย 
Costย ofย revenue$80,266ย ย $โ€”ย ย $(213)ย $(272)ย $(392)ย $(2,919)ย $76,470ย 
Sales and marketingย 260,421ย ย ย โ€”ย ย ย (8,593)ย ย (497)ย ย (1,424)ย ย โ€”ย ย ย 249,907ย 
Product, technology, and developmentย 106,936ย ย ย โ€”ย ย ย (16,500)ย ย (215)ย ย (1,189)ย ย โ€”ย ย ย 89,032ย 
General and administrativeย 82,305ย ย ย โ€”ย ย ย (13,246)ย ย (502)ย ย (798)ย ย โ€”ย ย ย 67,759ย 
Impairmentsย 29,633ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (29,633)ย ย โ€”ย 
Depreciation & amortizationย 13,053ย ย ย (1,830)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 11,223ย 
Operating expenses(1)$492,348ย ย $(1,830)ย $(38,339)ย $(1,214)ย $(3,411)ย $(29,633)ย $417,921ย 
Total cost of revenue and operating expenses$572,614ย ย $(1,830)ย $(38,552)ย $(1,486)ย $(3,803)ย $(32,552)ย $494,391ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 
ย Nine Months Ended September 30, 2024ย 
ย GAAP expenseย ย Amortization of
intangible assets
ย ย Stock-based
compensation
expense
ย ย Transaction-related expensesย ย Restructuring expensesย ย Impairmentsย ย Non-GAAP
expense
ย 
Costย ofย revenue$125,890ย ย $(875)ย $(387)ย $(92)ย $โ€”ย ย $(9,930)ย $114,606ย 
Sales and marketingย 245,801ย ย ย โ€”ย ย ย (9,141)ย ย (570)ย ย โ€”ย ย ย โ€”ย ย ย 236,090ย 
Product, technology, and developmentย 108,484ย ย ย โ€”ย ย ย (18,165)ย ย (63)ย ย โ€”ย ย ย โ€”ย ย ย 90,256ย 
General and administrativeย 83,682ย ย ย โ€”ย ย ย (19,141)ย ย (390)ย ย โ€”ย ย ย โ€”ย ย ย 64,151ย 
Impairmentsย 134,501ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (134,501)ย ย โ€”ย 
Depreciation & amortizationย 7,354ย ย ย (2,273)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย 5,081ย 
Operating expenses(1)$579,822ย ย $(2,273)ย $(46,447)ย $(1,023)ย $โ€”ย ย $(134,501)ย $395,578ย 
Total cost of revenue and operating expenses$705,712ย ย $(3,148)ย $(46,834)ย $(1,115)ย $โ€”ย ย $(144,431)ย $510,184ย 

(1)ย  Operating expenses include sales and marketing, product, technology, and development, general and administrative, impairments, 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 Three Months Endedย ย Nine Months Endedย 
ย Septemberย 30,ย ย Septemberย 30,ย 
ย 2025ย ย 2024ย ย 2025ย ย 2024ย 
GAAP net cash and cash equivalents provided by operating activities$71,165ย ย $56,196ย ย $212,163ย ย $179,757ย 
Purchases of property and equipmentย (1,362)ย ย (10,288)ย ย (5,185)ย ย (64,937)
Capitalization of website development costsย (5,794)ย ย (4,607)ย ย (17,447)ย ย (15,314)
Non-GAAP free cash flow$64,009ย ย $41,301ย ย $189,531ย ย $99,506ย 


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 because we are unable to accurately predict without unreasonable effort the exact amount or timing of certain reconciling items between such GAAP and non-GAAP financial measures, including, as applicable, depreciation expenses, amortization of intangible assets, non-intangible amortization, stock-based compensation, transaction-related expenses, restructuring expenses, impairments, and income tax effects, 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 net income, and non-GAAP net income per share attributable to common stockholders. These non-GAAP financial measures exclude the effect of amortization of intangible assets, stock-based compensation expense, transaction related-expenses, restructuring expenses, and impairments. Non-GAAP 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. 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 non-GAAP Adjusted EBITDA as net income (loss) adjusted to exclude: depreciation and amortization, stock-based compensation expense, transaction-related expenses, restructuring expenses, impairments, other income, net, and provision for (benefit from) income taxes. In addition, we evaluate our non-GAAP Adjusted EBITDA in relation to our revenue. We refer to this as non-GAAP Adjusted EBITDA margin and define it as non-GAAP Adjusted EBITDA divided by total revenue.

We have presented non-GAAP Adjusted EBITDA and non-GAAP 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. We believe non-GAAP Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. Accordingly, we believe that non-GAAP Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision making.

We define non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA as GAAP Marketplace (U.S. Marketplace Segment and Other) operating income adjusted to exclude: depreciation and amortization, stock-based compensation expense, and transaction-related expenses. In addition, we evaluate our non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA in relation to our revenue. We refer to this as non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA margin and define it as non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA divided by total revenue.

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, 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.


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