j
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
b
For the quarterly period ended June 30, 2024
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-37869
Cars.com Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
81-3693660 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
300 S. Riverside Plaza, Suite 1000
Chicago, Illinois 60606
(Address of principal executive offices)
(312) 601-5000
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: |
||||
|
|
|
|
|
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Common Stock |
|
CARS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☒ |
|
Accelerated filer |
|
☐ |
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
☐ |
|
|
|
|
Emerging growth company |
|
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 1, 2024, the registrant had 66,020,058 shares of common stock, $0.01 par value per share, outstanding.
Table of Contents
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|
Page |
PART I. |
2 |
|
Item 1. |
2 |
|
|
2 |
|
|
3 |
|
|
4 |
|
|
5 |
|
|
6 |
|
|
Notes to the Consolidated Financial Statements (Unaudited) |
7 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
17 |
Item 3. |
25 |
|
Item 4. |
25 |
|
PART II. |
26 |
|
Item 1. |
26 |
|
Item 1A. |
26 |
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Item 2. |
26 |
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Item 3. |
26 |
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Item 4. |
26 |
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Item 5. |
26 |
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Item 6. |
28 |
|
29 |
||
1
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Cars.com Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
|
(unaudited) |
|
|
|
|
||
Assets: |
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
||
Cash and cash equivalents |
$ |
29,071 |
|
|
$ |
39,198 |
|
Accounts receivable, net |
|
128,532 |
|
|
|
125,373 |
|
Prepaid expenses |
|
10,135 |
|
|
|
12,553 |
|
Other current assets |
|
10,321 |
|
|
|
1,314 |
|
Total current assets |
|
178,059 |
|
|
|
178,438 |
|
Property and equipment, net |
|
42,978 |
|
|
|
43,853 |
|
Goodwill |
|
145,360 |
|
|
|
147,058 |
|
Intangible assets, net |
|
625,700 |
|
|
|
669,167 |
|
Deferred tax assets, net |
|
105,228 |
|
|
|
112,953 |
|
Investments and other assets, net |
|
23,217 |
|
|
|
20,980 |
|
Total assets |
$ |
1,120,542 |
|
|
$ |
1,172,449 |
|
Liabilities and stockholders' equity: |
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
||
Accounts payable |
$ |
29,570 |
|
|
$ |
22,259 |
|
Accrued compensation |
|
22,703 |
|
|
|
31,669 |
|
Current portion of long-term debt, net |
|
— |
|
|
|
23,129 |
|
Other accrued liabilities |
|
64,312 |
|
|
|
68,691 |
|
Total current liabilities |
|
116,585 |
|
|
|
145,748 |
|
Noncurrent liabilities: |
|
|
|
|
|
||
Long-term debt, net |
|
469,670 |
|
|
|
460,119 |
|
Deferred tax liabilities, net |
|
8,222 |
|
|
|
8,757 |
|
Other noncurrent liabilities |
|
29,174 |
|
|
|
65,717 |
|
Total noncurrent liabilities |
|
507,066 |
|
|
|
534,593 |
|
Total liabilities |
|
623,651 |
|
|
|
680,341 |
|
Commitments and contingencies |
|
|
|
|
|
||
Stockholders' equity: |
|
|
|
|
|
||
Preferred Stock at par, $0.01 par value; 5,000 shares authorized; no shares |
|
— |
|
|
|
— |
|
Common Stock at par, $0.01 par value; 300,000 shares authorized; 66,169 |
|
662 |
|
|
|
659 |
|
Additional paid-in capital |
|
1,493,923 |
|
|
|
1,500,232 |
|
Accumulated deficit |
|
(997,569 |
) |
|
|
(1,009,734 |
) |
Accumulated other comprehensive (loss) income |
|
(125 |
) |
|
|
951 |
|
Total stockholders' equity |
|
496,891 |
|
|
|
492,108 |
|
Total liabilities and stockholders' equity |
$ |
1,120,542 |
|
|
$ |
1,172,449 |
|
The accompanying notes are an integral part of the Consolidated Financial Statements.
2
Cars.com Inc.
Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||
Dealer |
$ |
159,843 |
|
|
$ |
153,309 |
|
|
$ |
321,658 |
|
|
$ |
303,152 |
|
OEM and National |
|
15,828 |
|
|
|
12,402 |
|
|
|
31,135 |
|
|
|
25,945 |
|
Other |
|
3,223 |
|
|
|
2,465 |
|
|
|
6,277 |
|
|
|
6,147 |
|
Total revenue |
|
178,894 |
|
|
|
168,176 |
|
|
|
359,070 |
|
|
|
335,244 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue and operations |
|
31,030 |
|
|
|
30,415 |
|
|
|
60,992 |
|
|
|
60,210 |
|
Product and technology |
|
27,583 |
|
|
|
24,956 |
|
|
|
55,668 |
|
|
|
49,057 |
|
Marketing and sales |
|
60,213 |
|
|
|
58,153 |
|
|
|
119,376 |
|
|
|
116,450 |
|
General and administrative |
|
22,980 |
|
|
|
17,649 |
|
|
|
45,837 |
|
|
|
35,953 |
|
Depreciation and amortization |
|
27,571 |
|
|
|
24,669 |
|
|
|
54,936 |
|
|
|
48,711 |
|
Total operating expenses |
|
169,377 |
|
|
|
155,842 |
|
|
|
336,809 |
|
|
|
310,381 |
|
Operating income |
|
9,517 |
|
|
|
12,334 |
|
|
|
22,261 |
|
|
|
24,863 |
|
Nonoperating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
(8,109 |
) |
|
|
(8,150 |
) |
|
|
(16,430 |
) |
|
|
(16,394 |
) |
Other income (expense), net |
|
14,990 |
|
|
|
(3,133 |
) |
|
|
11,387 |
|
|
|
5,106 |
|
Total nonoperating income (expense), net |
|
6,881 |
|
|
|
(11,283 |
) |
|
|
(5,043 |
) |
|
|
(11,288 |
) |
Income before income taxes |
|
16,398 |
|
|
|
1,051 |
|
|
|
17,218 |
|
|
|
13,575 |
|
Income tax expense (benefit) |
|
5,017 |
|
|
|
(93,075 |
) |
|
|
5,053 |
|
|
|
(92,030 |
) |
Net income |
$ |
11,381 |
|
|
$ |
94,126 |
|
|
$ |
12,165 |
|
|
$ |
105,605 |
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
66,534 |
|
|
|
66,762 |
|
|
|
66,426 |
|
|
|
66,646 |
|
Diluted |
|
67,821 |
|
|
|
68,493 |
|
|
|
67,514 |
|
|
|
68,118 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
$ |
0.17 |
|
|
$ |
1.41 |
|
|
$ |
0.18 |
|
|
$ |
1.58 |
|
Diluted |
|
0.17 |
|
|
|
1.37 |
|
|
|
0.18 |
|
|
|
1.55 |
|
The accompanying notes are an integral part of the Consolidated Financial Statements.
3
Cars.com Inc.
Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net income |
$ |
11,381 |
|
|
$ |
94,126 |
|
|
$ |
12,165 |
|
|
$ |
105,605 |
|
Other comprehensive loss, net of tax |
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
(338 |
) |
|
|
— |
|
|
|
(1,076 |
) |
|
|
— |
|
Total other comprehensive loss, net of tax |
|
(338 |
) |
|
|
— |
|
|
|
(1,076 |
) |
|
|
— |
|
Comprehensive income |
$ |
11,043 |
|
|
$ |
94,126 |
|
|
$ |
11,089 |
|
|
$ |
105,605 |
|
The accompanying notes are an integral part of the Consolidated Financial Statements.
4
Cars.com Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
|
Preferred Stock |
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Stockholders' |
|
||||||||||||||
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Income (Loss) |
|
|
Equity |
|
||||||||
Balance at December 31, 2023 |
|
— |
|
|
$ |
— |
|
|
|
65,929 |
|
|
$ |
659 |
|
|
$ |
1,500,232 |
|
|
$ |
(1,009,734 |
) |
|
$ |
951 |
|
|
$ |
492,108 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
784 |
|
|
|
— |
|
|
|
784 |
|
Other comprehensive loss, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(738 |
) |
|
|
(738 |
) |
Repurchases of common stock |
|
— |
|
|
|
— |
|
|
|
(533 |
) |
|
|
(5 |
) |
|
|
(9,490 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9,495 |
) |
Shares issued in connection with |
|
— |
|
|
|
— |
|
|
|
832 |
|
|
|
8 |
|
|
|
(8,365 |
) |
|
|
— |
|
|
|
— |
|
|
|
(8,357 |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,148 |
|
|
|
— |
|
|
|
— |
|
|
|
7,148 |
|
Balance at March 31, 2024 |
|
— |
|
|
|
— |
|
|
|
66,228 |
|
|
|
662 |
|
|
|
1,489,525 |
|
|
|
(1,008,950 |
) |
|
|
213 |
|
|
|
481,450 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,381 |
|
|
|
— |
|
|
|
11,381 |
|
Other comprehensive loss, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(338 |
) |
|
|
(338 |
) |
Repurchases of common stock |
|
— |
|
|
|
— |
|
|
|
(273 |
) |
|
|
(2 |
) |
|
|
(4,938 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4,940 |
) |
Shares issued in connection with |
|
— |
|
|
|
— |
|
|
|
214 |
|
|
|
2 |
|
|
|
798 |
|
|
|
— |
|
|
|
— |
|
|
|
800 |
|
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,538 |
|
|
|
— |
|
|
|
— |
|
|
|
8,538 |
|
Balance at June 30, 2024 |
|
— |
|
|
$ |
— |
|
|
|
66,169 |
|
|
$ |
662 |
|
|
$ |
1,493,923 |
|
|
$ |
(997,569 |
) |
|
$ |
(125 |
) |
|
$ |
496,891 |
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Stockholders' |
|
||||||||||||||
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Income (Loss) |
|
|
Equity |
|
||||||||
Balance at December 31, 2022 |
|
— |
|
|
$ |
— |
|
|
|
66,287 |
|
|
$ |
662 |
|
|
$ |
1,511,944 |
|
|
$ |
(1,128,176 |
) |
|
$ |
— |
|
|
$ |
384,430 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,479 |
|
|
|
— |
|
|
|
11,479 |
|
Repurchases of common stock |
|
— |
|
|
|
— |
|
|
|
(413 |
) |
|
|
(4 |
) |
|
|
(7,170 |
) |
|
|
— |
|
|
|
— |
|
|
|
(7,174 |
) |
Shares issued in connection with |
|
— |
|
|
|
— |
|
|
|
976 |
|
|
|
10 |
|
|
|
(9,807 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9,797 |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,049 |
|
|
|
— |
|
|
|
— |
|
|
|
6,049 |
|
Balance at March 31, 2023 |
|
— |
|
|
|
— |
|
|
|
66,850 |
|
|
|
668 |
|
|
|
1,501,016 |
|
|
|
(1,116,697 |
) |
|
|
— |
|
|
|
384,987 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
94,126 |
|
|
|
— |
|
|
|
94,126 |
|
Repurchases of common stock |
|
— |
|
|
|
— |
|
|
|
(532 |
) |
|
|
(5 |
) |
|
|
(9,987 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9,992 |
) |
Shares issued in connection with |
|
— |
|
|
|
— |
|
|
|
159 |
|
|
|
2 |
|
|
|
726 |
|
|
|
— |
|
|
|
— |
|
|
|
728 |
|
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,608 |
|
|
|
— |
|
|
|
— |
|
|
|
7,608 |
|
Balance at June 30, 2023 |
|
— |
|
|
$ |
— |
|
|
|
66,477 |
|
|
$ |
665 |
|
|
$ |
1,499,363 |
|
|
$ |
(1,022,571 |
) |
|
$ |
— |
|
|
$ |
477,457 |
|
The accompanying notes are an integral part of the Consolidated Financial Statements.
5
Cars.com Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
Six Months Ended June 30, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
||
Net income |
$ |
12,165 |
|
|
$ |
105,605 |
|
Adjustments to reconcile Net income to Net cash provided by operating activities: |
|
|
|
|
|
||
Depreciation |
|
12,722 |
|
|
|
10,394 |
|
Amortization of intangible assets |
|
42,214 |
|
|
|
38,317 |
|
Changes in fair value of contingent consideration |
|
(12,834 |
) |
|
|
(5,182 |
) |
Stock-based compensation |
|
15,541 |
|
|
|
13,520 |
|
Deferred income taxes |
|
7,798 |
|
|
|
(92,587 |
) |
Provision for doubtful accounts |
|
1,753 |
|
|
|
1,319 |
|
Amortization of debt issuance costs |
|
1,289 |
|
|
|
1,549 |
|
Unrealized loss on foreign currency denominated transactions |
|
1,480 |
|
|
|
— |
|
Amortization of deferred revenue related to AccuTrade acquisition |
|
— |
|
|
|
(883 |
) |
Other, net |
|
578 |
|
|
|
330 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
||
Accounts receivable |
|
(5,090 |
) |
|
|
(4,626 |
) |
Prepaid expenses and other assets |
|
(6,869 |
) |
|
|
(8,065 |
) |
Accounts payable |
|
7,282 |
|
|
|
1,658 |
|
Accrued compensation |
|
(8,834 |
) |
|
|
(2,973 |
) |
Other liabilities |
|
(473 |
) |
|
|
(2,194 |
) |
Net cash provided by operating activities |
|
68,722 |
|
|
|
56,182 |
|
Cash flows from investing activities: |
|
|
|
|
|
||
Payments for acquisitions, net of cash acquired |
|
(218 |
) |
|
|
— |
|
Capitalization of internally developed technology |
|
(11,176 |
) |
|
|
(10,061 |
) |
Purchase of property and equipment |
|
(1,099 |
) |
|
|
(508 |
) |
Net cash used in investing activities |
|
(12,493 |
) |
|
|
(10,569 |
) |
Cash flows from financing activities: |
|
|
|
|
|
||
Payments of Revolving Loan borrowings and long-term debt |
|
(15,000 |
) |
|
|
(22,500 |
) |
Payments for stock-based compensation plans, net |
|
(7,557 |
) |
|
|
(9,069 |
) |
Repurchases of common stock |
|
(14,362 |
) |
|
|
(17,154 |
) |
Payments of contingent consideration |
|
(27,435 |
) |
|
|
— |
|
Payments of debt issuance costs and other fees |
|
(1,869 |
) |
|
|
— |
|
Net cash used in financing activities |
|
(66,223 |
) |
|
|
(48,723 |
) |
Effect of exchange rate changes on Cash and cash equivalents |
|
(133 |
) |
|
|
— |
|
Net decrease in Cash and cash equivalents |
|
(10,127 |
) |
|
|
(3,110 |
) |
Cash and cash equivalents at beginning of period |
|
39,198 |
|
|
|
31,715 |
|
Cash and cash equivalents at end of period |
$ |
29,071 |
|
|
$ |
28,605 |
|
Supplemental cash flow information: |
|
|
|
|
|
||
Cash paid for income taxes |
$ |
4,639 |
|
|
$ |
12,282 |
|
Cash paid for interest |
|
16,893 |
|
|
|
15,541 |
|
|
|
|
|
|
|
||
The accompanying notes are an integral part of the Consolidated Financial Statements.
6
Cars.com Inc.
Notes to the Consolidated Financial Statements
(Unaudited)
NOTE 1. Description of Business and Summary of Significant Accounting Policies
Description of Business. Cars.com Inc., d/b/a Cars Commerce Inc. (the "Company" or "Cars Commerce") is an audience-driven technology company empowering the automotive industry. The Company simplifies everything about car buying and selling with powerful products, solutions and machine learning model driven artificial intelligence technologies that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around four industry-leading brands: the flagship automotive marketplace and dealer reputation site Cars.com, award-winning digital retail technology and marketing services from Dealer Inspire, essential trade-in and appraisal technology from AccuTrade and exclusive in-market media solutions from the Cars Commerce Media Network.
Basis of Presentation. The accompanying unaudited interim consolidated financial statements ("Consolidated Financial Statements") have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the SEC rules and regulations. These Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2023, which are included in the Company's Annual Report on Form 10-K as filed with the SEC on February 22, 2024 (the "December 31, 2023 Financial Statements").
The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2023 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024.
Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.
Reclassifications. Certain prior year balances have been reclassified to conform to the current year presentation.
Principles of Consolidation. The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.
Recently Issued Accounting Standards Not Yet Adopted. In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates. The standard also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold. This amendment is effective for fiscal years beginning after December 15, 2024, on a prospective basis and early adoption and retrospective application are permitted. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker and included within each reported measure of segment profit or loss. This amendment is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures.
7
Cars.com Inc.
Notes to the Consolidated Financial Statements (continued)
(Unaudited)
NOTE 2. Revenue
Revenue Summary. The Company's Consolidated Statements of Income provide disaggregated revenue information that reflects the nature, timing, amount and uncertainty of cash flows related to the Company's revenue. Substantially all revenue was generated and located within the U.S. The Company's disaggregated revenue information is as follows (in thousands):
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Dealer |
$ |
159,843 |
|
|
$ |
153,309 |
|
|
$ |
321,658 |
|
|
$ |
303,152 |
|
OEM and National |
|
15,828 |
|
|
|
12,402 |
|
|
|
31,135 |
|
|
|
25,945 |
|
Other |
|
3,223 |
|
|
|
2,465 |
|
|
|
6,277 |
|
|
|
6,147 |
|
Total revenue |
$ |
178,894 |
|
|
$ |
168,176 |
|
|
$ |
359,070 |
|
|
$ |
335,244 |
|
NOTE 3. Business Combinations
D2C Acquisition. On November 1, 2023, the Company acquired all of the outstanding stock of D2C Media Inc. and EZResults Inc. (collectively, the "D2C Acquisition"), a leading provider of website and digital advertising solutions in Canada for $80.1 million total purchase consideration.
As part of the D2C Acquisition, the Company may be required to pay a cash earnout of up to an additional CAD$35.0 million (approximately USD$25.6 million as of June 30, 2024). The payment is not included in the total purchase consideration and is deemed compensation expense, as the potential cash compensation is to former equity holders who became employees and will be forfeited if employment is terminated prior to the end of the earnout period. The amount to be paid will be determined by the acquired business’ future achievement of certain revenue-related financial targets through December 31, 2025 and expensed over each performance period. The Company may expense up to CAD$15.0 million (approximately USD$11.0 million as of June 30, 2024) associated with the remaining portion of the earnout for each of the years ending December 31, 2024 and 2025.
Preliminary Purchase Price Allocation. The preliminary fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third-party valuations that utilize customary valuation procedures and techniques, such as the multi-period excess earnings and the relief of royalty methods. The preliminary fair values of all assets acquired and liabilities assumed are subject to change within the one-year measurement period. The preliminary D2C Acquisition purchase price allocation is as follows (in thousands):
|
Preliminary |
|
|
Total purchase consideration (4) |
$ |
80,056 |
|
|
|
|
|
Cash and cash equivalents |
$ |
3,673 |
|
Accounts receivable |
|
4,640 |
|
Other assets acquired (1) |
|
1,378 |
|
Identified intangible assets (2) |
|
38,967 |
|
Total assets acquired |
|
48,658 |
|
Accounts payable and accrued liabilities |
|
(1,698 |
) |
Other liabilities assumed (3) (4) |
|
(628 |
) |
Deferred tax liabilities, net (4) |
|
(8,230 |
) |
Total liabilities assumed |
|
(10,556 |
) |
Net identifiable assets |
|
38,102 |
|
Goodwill (4) |
|
41,954 |
|
Total purchase consideration |
$ |
80,056 |
|
8
Cars.com Inc.
Notes to the Consolidated Financial Statements (continued)
(Unaudited)
|
Preliminary Acquisition-Date Fair Value |
|
|
Amortization Period |
|
Customer relationships |
$ |
29,153 |
|
|
14 |
Acquired software |
|
9,092 |
|
|
5 |
Trade name |
|
722 |
|
|
5 |
Total |
$ |
38,967 |
|
|
|
A reconciliation of cash consideration to Payments for acquisitions, net of cash acquired related to the D2C Acquisition in the Consolidated Statements of Cash Flows as of December 31, 2023 is as follows (in thousands):
Cash consideration |
$ |
79,841 |
|
Less: Cash acquired |
|
(3,673 |
) |
Total payment for D2C Media, net |
$ |
76,168 |
|
Goodwill. In connection with the D2C Acquisition, the Company recorded goodwill in the amount of $42.0 million, which is primarily attributable to expected sales growth from existing and future customers, product offerings, technology and the value of the acquired assembled workforce. All of the goodwill is considered non-deductible for income tax purposes.
The D2C Acquisition would have had an immaterial impact on the Company’s Consolidated Financial Statements for the three and six months ended June 30, 2023.
NOTE 4. Fair Value Measurements
The Company's liabilities measured at fair value on a recurring basis consisted of the following (in thousands):
|
|
|
|
Fair value measurement at reporting date |
|
||||||||||
|
Total as of |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Contingent consideration |
$ |
21,139 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
21,139 |
|
Total |
$ |
21,139 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
21,139 |
|
|
|
|
|
Fair value measurement at reporting date |
|
||||||||||
|
Total as of |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Contingent consideration |
$ |
61,408 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
61,408 |
|
Total |
$ |
61,408 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
61,408 |
|
The roll-forward of the Level 3 contingent consideration from December 31, 2023 is as follows (in thousands):
|
As of |
|
|
Payment of Contingent Consideration |
|
|
Fair Value |
|
|
As of |
|
||||
Contingent consideration |
$ |
61,408 |
|
|
$ |
(27,435 |
) |
|
$ |
(12,834 |
) |
|
$ |
21,139 |
|
The Company reviews and reassesses the estimated fair value of contingent consideration liabilities at each reporting period and the updated fair value could differ materially from the initial estimates. The Company recorded a contingent consideration liability at its estimated fair value at the date of acquisition based on expected future payment. The Company measures contingent consideration recognized in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs.
9
Cars.com Inc.
Notes to the Consolidated Financial Statements (continued)
(Unaudited)
The fair value measurement has one significant input of projected financial information. Significant increases or decreases to this input in isolation could result in a significantly higher or lower liability. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and each reporting period and the amount paid will be recognized in earnings. Payments of contingent consideration reduce the corresponding liability, which was recorded upon acquisition and measured on a recurring basis as discussed above.
The Company's contingent consideration obligations arise from acquisitions that involve a potential future payment of consideration that is contingent upon the achievement of certain financial or operational metrics. The contingent consideration is classified in the Consolidated Balance Sheets based on expected payment dates. As of June 30, 2024, $21.1 million was included within Other accrued liabilities in the Consolidated Balance Sheets. As of December 31, 2023, $25.8 million and $35.6 million were included within Other accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets. For information related to the contingent consideration agreements, see Note 3 (Business Combinations) in Part II, Item 8., "Financial Statements and Supplementary Data", of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 22, 2024. The Company expects to make the remaining payments on the contingent consideration in 2024 and 2025.
NOTE 5. Debt
As of June 30, 2024 the Company was in compliance with the covenants under its debt agreements. The Company’s borrowings are limited by its Senior Secured Net Leverage Ratio and Consolidated Interest Coverage Ratio, among other factors, which are calculated in accordance with the Company's Credit Agreement, and were 0.2x and 6.4x, respectively, as of June 30, 2024.
Fifth Amendment to the Credit Agreement. On May 6, 2024, the Company amended and extended its existing Credit Agreement (the "Fifth Amendment") which resulted in a new $350.0 million Revolving Loan due in 2029. Upon closing, the Company borrowed $80.0 million under the new Revolving Loan to pay off and extinguish the outstanding $45.0 million in aggregate principal amount of existing Term Loan and $35.0 million in aggregate principal amount of existing Revolving Loan balances. This was a non-cash transaction predominantly amongst existing lenders in the Credit Agreement and therefore is not reflected within the Consolidated Statements of Cash Flows. Additionally, the Fifth Amendment, among other things, removed the SOFR floor and replaced the financial covenant leverage test to Senior Secured Net Leverage from Senior Secured Leverage. Except as modified by the Fifth Amendment, the existing terms of the Credit Agreement, as amended, remain in effect.
Revolving Loan. As of June 30, 2024, $275.0 million was available to borrow under the Revolving Loan, and the Company had $75.0 million of outstanding borrowings. The Company made $5.0 million in cash payments on the Revolving Loan during the six months ended June 30, 2024. There were no cash drawdowns during the period.
Term Loan. During the six months ended June 30, 2024, the Company made $10.0 million in Term Loan payments. In connection with the Fifth Amendment, the Company borrowed amounts under the new Revolving Loan to repay the remaining outstanding principal amount under the Term Loan in a non-cash transaction.
Senior Unsecured Notes. In October 2020, the Company issued $400.0 million aggregate principal amount of 6.375% Senior Unsecured Notes due in 2028. Interest on the notes is due semi-annually on May 1 and November 1.
Fair Value. The Company's debt is classified as Level 2 in the fair value hierarchy and the fair value is measured based on comparable trading prices, ratings, sectors, coupons and maturities of similar instruments. The approximate fair value and related carrying value of the Company's outstanding indebtedness as of June 30, 2024 and December 31, 2023 were as follows (in millions):
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Fair value |
$ |
465.9 |
|
|
$ |
470.9 |
|
Carrying value |
|
475.0 |
|
|
|
490.0 |
|
NOTE 6. Commitments and Contingencies
From time to time, the Company and its subsidiaries may become involved in actions, claims, suits or other legal or administrative proceedings arising in the ordinary course of business. The Company records a liability when it believes that it is both probable that a loss will be incurred and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its commitments and contingencies that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. Significant judgment is required to determine both the probability and the estimated amount.
10
Cars.com Inc.
Notes to the Consolidated Financial Statements (continued)
(Unaudited)
In the opinion of management, the Company is not currently involved in any pending or threatened litigation or claim that if determined adversely against the Company, individually or in the aggregate, would have a material adverse impact on the Company’s financial position, results of operations or cash flows.
NOTE 7. Stockholders' Equity
In February 2022, the Company's Board of Directors authorized a three-year share repurchase program to acquire up to $200.0 million of the Company's common stock. The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws and other applicable legal requirements. The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors, including price. The repurchase program may be suspended or discontinued at any time and does not obligate the Company to repurchase any specific amount or number of shares. The Company funds the share repurchase program principally with cash from operations. During the six months ended June 30, 2024, the Company repurchased and subsequently retired 0.8 million shares for $14.4 million at an average price paid per share of $17.91. During the six months ended June 30, 2023, the Company repurchased and subsequently retired 0.9 million shares for $17.2 million at an average price paid per share of $18.17.
NOTE 8. Stock-Based Compensation
Restricted Share Units ("RSUs"). RSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. RSUs are subject to graded vesting, generally ranging between one year to three years and the fair value of the RSUs is equal to the Company's common stock price on the date of grant. RSU activity for the six months ended June 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value):
|
Number |
|
|
Weighted-Average |
|
||
Outstanding as of December 31, 2023 |
|
3,725 |
|
|
$ |
15.67 |
|
Granted |
|
1,816 |
|
|
|
17.15 |
|
Vested and delivered |
|
(1,425 |
) |
|
|
15.59 |
|
Forfeited |
|
(222 |
) |
|
|
16.13 |
|
Outstanding as of June 30, 2024 (1) |
|
3,894 |
|
|
$ |
16.36 |
|
Performance Share Units ("PSUs"). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. The percentage of PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s future performance related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization, or cumulative adjusted net income per share targets over a two-year or three-year performance period. These PSUs are subject to cliff vesting after the end of the respective performance period. PSU activity for the six months ended June 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value):
|
Number |
|
|
Weighted-Average |
|
||
Outstanding as of December 31, 2023 |
|
512 |
|
|
$ |
15.66 |
|
Granted |
|
419 |
|
|
|
17.23 |
|
Vested and delivered |
|
— |
|
|
|
— |
|
Forfeited |
|
— |
|
|
|
— |
|
Outstanding as of June 30, 2024 |
|
931 |
|
|
$ |
16.37 |
|
Stock Options. Stock options represent the right to purchase shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. Stock options are subject to three-year cliff vesting and expire 10 years from the grant date.
11
Cars.com Inc.
Notes to the Consolidated Financial Statements (continued)
(Unaudited)
Stock option activity for the six months ended June 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term):
|
Number |
|
|
Weighted-Average |
|
|
Weighted-Average Remaining Contractual Term (in years) |
|
|
Aggregate |
|
||||
Outstanding as of December 31, 2023 |
|
1,067 |
|
|
$ |
6.28 |
|
|
|
6.98 |
|
|
$ |
9,096 |
|
Granted |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding as of June 30, 2024 |
|
1,067 |
|
|
$ |
6.28 |
|
|
|
6.48 |
|
|
$ |
9,876 |
|
Exercisable as of June 30, 2024 |
|
804 |
|
|
$ |
5.27 |
|
|
|
6.08 |
|
|
$ |
8,657 |
|
NOTE 9. Earnings Per Share
Basic earnings per share is calculated by dividing Net income by the weighted-average number of shares of the Company's common stock outstanding. Diluted earnings per share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans, unless the inclusion of such shares would have an anti-dilutive impact. As part of the AccuTrade acquisition, the Company may pay up to $15.0 million of the contingent consideration in shares of the Company's common stock at a future date. Those potential shares have been excluded from the computations below because they are contingently issuable shares, and the contingency to which the issuance relates was not met at the end of the reporting period. The computation of Earnings per share is as follows (in thousands, except per share data):
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net income (1) |
$ |
11,381 |
|
|
$ |
94,126 |
|
|
$ |
12,165 |
|
|
$ |
105,605 |
|
Basic weighted-average common shares outstanding |
|
66,534 |
|
|
|
66,762 |
|
|
|
66,426 |
|
|
|
66,646 |
|
Effect of dilutive stock-based compensation awards (2) |
|
1,287 |
|
|
|
1,731 |
|
|
|
1,088 |
|
|
|
1,472 |
|
Diluted weighted-average common shares outstanding |
|
67,821 |
|
|
|
68,493 |
|
|
|
67,514 |
|
|
|
68,118 |
|
Earnings per share, basic (1) |
$ |
0.17 |
|
|
$ |
1.41 |
|
|
$ |
0.18 |
|
|
$ |
1.58 |
|
Earnings per share, diluted (1) |
|
0.17 |
|
|
|
1.37 |
|
|
|
0.18 |
|
|
|
1.55 |
|
NOTE 10. Income Taxes
Deferred Tax Asset and Valuation Allowance. Prior to June 30, 2023, the Company concluded a valuation allowance was required against its deferred tax assets. In reaching this conclusion, in accordance with U.S. GAAP, the Company evaluated all available evidence, both positive and negative, and determined that the Company’s history of recent losses, primarily due to the goodwill and indefinite-lived intangible asset impairments, was significant negative evidence to require a valuation allowance. Therefore, the Company recorded a valuation allowance to reduce its deferred tax assets to the amount that was more likely than not to be realized in future periods. At each reporting date, the Company evaluates the realizability of its deferred tax assets to determine whether a valuation allowance is warranted.
As of June 30, 2023, the Company evaluated all available evidence and determined that the Company's recent performance and future projections enabled the Company to release a significant portion of the Company's valuation allowance that had been previously recorded. There was no change to the Company’s position or valuation allowance balance during the three or six months ended June 30, 2024.
12
Cars.com Inc.
Notes to the Consolidated Financial Statements (continued)
(Unaudited)
Effective Tax Rate. The effective income tax rate for the six months ended June 30, 2024, expressed by calculating the Income tax expense (benefit) as a percentage of Income before income taxes, differed from the statutory federal income tax rate of 21% primarily due to the impact of state income taxes, net of federal income tax expense, nondeductible transaction expenses and nondeductible executive compensation, partially offset by the tax benefits realized on stock-based compensation and tax credits.
13
Note About Forward-Looking Statements
This report contains "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. These statements often use words such as "believe," "expect," "project," "anticipate," "outlook," "intend," "strategy," "plan," "estimate," "target," "seek," "will," "may,' "would," "should," "could," "forecasts," "mission," "strive," "more," "goal" or similar expressions. Forward-looking statements are based on our current expectations, beliefs, strategies, estimates, projections and assumptions, experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, global supply chain shortages, fluctuating fuel prices, rising interest rates, inflation and other factors we think are appropriate. Such forward-looking statements are based on estimates and assumptions that, while considered reasonable by the Company and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. While the Company and its management make such statements in good faith and believe such judgments are reasonable, you should understand that these statements are not guarantees of future strategic action, performance or results. Our actual results, performance, achievements, strategic actions or prospects could differ materially from those expressed or implied by these forward-looking statements. Given these uncertainties, you should not rely on forward-looking statements in making investment decisions. When we make comparisons of results between current and prior periods, we do not intend to express any future trends, or indications of future performance, unless expressed as such, and you should only view such comparisons as historical data. Forward-looking statements are subject to a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results and strategic actions to differ materially from those expressed in the forward-looking statements contained in this report. Factors that might cause such differences include, but are not limited to:
14
15
For a detailed discussion of these risks and uncertainties, see "Part I, Item 1A., Risk Factors" and "Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 22, 2024 and our other filings filed with the SEC. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statement. The forward-looking statements in this report are intended to be subject to the safe harbor protection provided by the federal securities laws.
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our business, financial condition, results of operations and quantitative and qualitative disclosures should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis also contains forward-looking statements and should be read in conjunction with the disclosures and information contained in "Note About Forward-Looking Statements" in this Quarterly Report on Form 10-Q. The financial information discussed below and included elsewhere in this Quarterly Report on Form 10-Q may not necessarily reflect what our financial condition, results of operations and cash flows may be in the future.
References in this discussion and analysis to "we," "us," "our," "Cars Commerce" and similar terms refer to Cars.com Inc. and its subsidiaries, collectively, unless the context indicates otherwise.
Business Overview
Cars Commerce is an audience-driven technology company empowering the automotive industry. We simplify everything about car buying and selling with powerful products, solutions and machine learning model driven artificial intelligence technologies that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around four industry-leading brands: our flagship automotive marketplace and dealer reputation site Cars.com, award-winning digital retail technology and marketing services from Dealer Inspire, essential trade-in and appraisal technology from AccuTrade and exclusive in-market media solutions from the Cars Commerce Media Network.
Overview of Results
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenue |
$ |
178,894 |
|
|
$ |
168,176 |
|
|
$ |
359,070 |
|
|
$ |
335,244 |
|
Net income (1) |
|
11,381 |
|
|
|
94,126 |
|
|
|
12,165 |
|
|
|
105,605 |
|
Key Operating Metrics
We regularly review a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make operating and strategic decisions. Key Operating Metrics are as follows (Traffic and Average Monthly Unique Visitors in thousands):
|
Three Months Ended June 30, |
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
||||||||||||
|
2024 |
|
|
2023 |
|
|
% Change |
|
|
2024 |
|
|
2023 |
|
|
% Change |
|
||||||
Traffic |
|
158,117 |
|
|
|
155,957 |
|
|
|
1 |
% |
|
|
329,554 |
|
|
|
320,739 |
|
|
|
3 |
% |
Average Monthly Unique Visitors |
|
26,107 |
|
|
|
26,949 |
|
|
|
(3 |
)% |
|
|
27,220 |
|
|
|
27,714 |
|
|
|
(2 |
)% |
|
June 30, 2024 |
|
|
June 30, 2023 |
|
|
% Change |
|
|
March 31, 2024 |
|
|
% Change |
|
|||||
Dealer Customers |
|
19,390 |
|
|
|
18,785 |
|
|
|
3 |
% |
|
|
19,381 |
|
|
|
0 |
% |
Monthly Average Revenue Per Dealer |
$ |
2,474 |
|
|
$ |
2,472 |
|
|
|
0 |
% |
|
$ |
2,505 |
|
|
|
(1 |
)% |
Average Monthly Unique Visitors ("UVs") and Traffic. UVs and Traffic are fundamental to our business. They are indicative of our consumer reach and the level of engagement consumers have with our platform. Although our consumer engagement does not directly result in revenue, we believe our ability to reach in-market car shoppers is attractive to our dealers, OEMs and national customers and a primary reason they do business with us. We believe we have achieved audience scale as measured by UVs and Traffic, and we drive increased Traffic through a combination of continued growth in UVs and higher repeat visitation and engagement. Traffic increases can result in increased impressions, clicks and other connections that we can ultimately monetize through our products and services.
We define UVs in a given month as the number of distinct visitors that engage with our platform during that month. Visitors are identified when a user first visits an individual Cars.com property on an individual device/browser combination or installs one of our mobile apps on an individual device. If a visitor accesses more than one of our web properties or apps or uses more than one device or browser, each of those unique property/browser/app/device combinations counts toward the number of UVs. Traffic is defined as the number of visits to Cars.com desktop and mobile properties (responsive sites and mobile apps).
17
We measured UVs and Traffic via Adobe Analytics through the year ended December 31, 2023. As of January 1, 2024, we now measure UVs and Traffic via RudderStack, which we believe better aligns to our product and technology platform and provides improved visibility into our UVs and Traffic. Prior period UVs and Traffic information has not been recast, as it is impracticable to do so. These metrics do not include traffic to Dealer Inspire or D2C Media websites.
UVs declined 3% and 2% for the three and six months ended June 30, 2024, respectively, primarily due to impact from recent search engine algorithm updates and normalizing demand from consumers given increased vehicle inventory levels, continued elevated prices and higher interest rates. Additionally, UVs for the six months ended June 30, 2023 benefited from Q1 2023 being our highest quarter ever for UVs.
During the three and six months ended June 30, 2024, Traffic increased 1% and 3%, respectively, primarily driven by the shift to RudderStack, optimization of our user acquisition strategy and higher repeat visitation, partially offset by the impact from recent search engine algorithm updates.
Dealer Customers. Dealer Customers represent dealerships using our products as of the end of each reporting period. Each physical or virtual dealership location is counted separately, whether it is a single-location proprietorship or part of a large, consolidated dealer group. Multi-franchise dealerships at a single location are counted as one dealer. Beginning December 31, 2023, this key operating metric includes D2C Media.
Dealer Customers increased 3% from June 30, 2023 and were flat from March 31, 2024. The change in year-over-year dealer customers was primarily due to the inclusion of 950 D2C Media customers as of December 31, 2023, partially offset by the anticipated churn from our 2023 marketplace repackaging initiative.
Monthly Average Revenue Per Dealer ("ARPD"). We believe that our ability to grow ARPD is an indicator of the value proposition of our platform. We define ARPD as Dealer revenue, excluding digital advertising services, during the period divided by the monthly average number of Dealer Customers during the same period. Beginning December 31, 2023, this key operating metric includes D2C Media.
For the three months ended June 30, 2024, ARPD remained flat compared to the three months ended June 30, 2023. For the three months ended June 30, 2024, ARPD decreased slightly by 1% compared to the three months ended March 31, 2024.
Factors Affecting Our Performance. Our business is impacted by changes in the larger automotive ecosystem, including supply and demand for new and used vehicle inventory, supply chain and information systems disruptions, semiconductor and raw material shortages, vehicle acquisition cost, vehicle retail prices, electric vehicle adoption, employee retention and changes related to automotive advertising, among other macroeconomic factors including inflation and interest rates. Changes in vehicle sales volumes in the United States and Canada also influence OEMs’ and dealerships’ willingness to increase investments in technology solutions and automotive marketplaces like Cars.com and could impact our pricing strategies and/or revenue mix.
Our long-term success will depend in part on our ability to continue to execute our platform strategy including continuing to create the most engaged in-market audience, growing our dealer customers, expanding our relationship with dealers through greater adoption of our platform, unlocking the cross-sell, transforming our OEM relationships and creating platform advantages. We believe our core strategic strengths, including our powerful family of brands, growing high-quality audience and suite of digital solutions for advertisers, including machine learning model artificial intelligence, will assist us as we navigate a rapidly changing automotive environment. Additionally, we are focused on equipping our customers with digital solutions to enable them to compete in an environment in which an increasing number of car-buying customers are shopping online. These solutions include online chat, vehicle financing, appraisal and valuation, instant guaranteed offer capabilities and logistics technology. The foundation of our continued success is the value we deliver to customers, and we believe that our large audience of in-market car shoppers and innovative solutions deliver significant value to our customers.
18
Results of Operations
Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||
Dealer |
$ |
159,843 |
|
|
$ |
153,309 |
|
|
$ |
6,534 |
|
|
|
4 |
% |
OEM and National |
|
15,828 |
|
|
|
12,402 |
|
|
|
3,426 |
|
|
|
28 |
% |
Other |
|
3,223 |
|
|
|
2,465 |
|
|
|
758 |
|
|
|
31 |
% |
Total revenue |
|
178,894 |
|
|
|
168,176 |
|
|
|
10,718 |
|
|
|
6 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue and operations |
|
31,030 |
|
|
|
30,415 |
|
|
|
615 |
|
|
|
2 |
% |
Product and technology |
|
27,583 |
|
|
|
24,956 |
|
|
|
2,627 |
|
|
|
11 |
% |
Marketing and sales |
|
60,213 |
|
|
|
58,153 |
|
|
|
2,060 |
|
|
|
4 |
% |
General and administrative |
|
22,980 |
|
|
|
17,649 |
|
|
|
5,331 |
|
|
|
30 |
% |
Depreciation and amortization |
|
27,571 |
|
|
|
24,669 |
|
|
|
2,902 |
|
|
|
12 |
% |
Total operating expenses |
|
169,377 |
|
|
|
155,842 |
|
|
|
13,535 |
|
|
|
9 |
% |
Operating income |
|
9,517 |
|
|
|
12,334 |
|
|
|
(2,817 |
) |
|
|
(23 |
)% |
Nonoperating expense: |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
(8,109 |
) |
|
|
(8,150 |
) |
|
|
41 |
|
|
|
(1 |
)% |
Other income (expense), net |
|
14,990 |
|
|
|
(3,133 |
) |
|
|
18,123 |
|
|
***% |
|
|
Total nonoperating income (expense), net |
|
6,881 |
|
|
|
(11,283 |
) |
|
|
18,164 |
|
|
***% |
|
|
Income before income taxes |
|
16,398 |
|
|
|
1,051 |
|
|
|
15,347 |
|
|
***% |
|
|
Income tax expense (benefit) |
|
5,017 |
|
|
|
(93,075 |
) |
|
|
98,092 |
|
|
***% |
|
|
Net income |
$ |
11,381 |
|
|
$ |
94,126 |
|
|
$ |
(82,745 |
) |
|
|
(88 |
)% |
*** Not meaningful
Dealer revenue. Dealer revenue is typically subscription-oriented and consists of marketplace, digital experience, including website solutions and AccuTrade, and media products sold to dealer customers. Dealer revenue is our largest revenue stream, representing 89% and 91% of total revenue for the three months ended June 30, 2024 and 2023, respectively. Dealer revenue increased $6.5 million or 4%, primarily driven by the incremental revenue related to the addition of the D2C Media business and growth in digital experience revenue, including our website creation and hosting.
OEM and National revenue. OEM and National revenue largely consists of Cars Commerce Media Network products, including display advertising and other solutions sold to OEMs, advertising agencies, automotive dealer associations and auto adjacent businesses, including insurance companies. OEM and National revenue represented 9% and 7% of total revenue for the three months ended June 30, 2024 and 2023, respectively. OEM and National revenue increased $3.4 million or 28%, driven by OEM spending to raise consumer awareness, as on-the lot inventory continues to increase.
Other revenue. Other revenue primarily consists of revenue related to vehicle listing data sold to third parties and pay per lead products. Other revenue represented 2% of total revenue for each of the three months ended June 30, 2024 and 2023. Other revenue increased $0.8 million or 31%, primarily driven by the incremental revenue related to the addition of the D2C Media business.
Cost of revenue and operations. Cost of revenue and operations expense primarily consists of costs related to processing dealer vehicle inventory, product fulfillment, pay per lead products and compensation costs for the product fulfillment and customer service teams. Cost of revenue and operations expense represented 17% and 18% of total revenue for the three months ended June 30, 2024 and 2023, respectively. Cost of revenue and operations increased $0.6 million or 2%, but decreased as a percentage of revenue. The change is primarily due to incremental costs related to the addition of the D2C Media business and higher third-party costs to support increases in revenue.
Product and technology. The product team creates and manages consumer and customer-facing innovation and consumer and customer experience. The technology team develops and supports our products, websites and mobile apps. Product and technology expense includes compensation costs, consulting and contractor costs, hardware and software maintenance, software licenses and other infrastructure costs. Product and technology expense represented 15% of total revenue for each of the three months ended June 30, 2024 and 2023. Product and technology expense increased $2.6 million or 11%, primarily due to higher compensation, including stock-based compensation and third-party costs, including licenses.
19
Marketing and sales. Marketing and sales expense primarily consists of traffic and lead acquisition costs, performance and brand marketing, trade events, compensation costs and travel for the marketing, sales and sales support teams, as well as bad debt expense related to the allowance for doubtful accounts. Marketing and sales expense represented 34% and 35% of total revenue for the three months ended June 30, 2024 and 2023, respectively. Marketing and sales expense increased $2.1 million or 4%, primarily due to incremental costs related to the addition of the D2C Media business.
General and administrative. General and administrative expense primarily consists of compensation costs for certain of the executive, finance, legal, human resources, facilities and other administrative employees. In addition, general and administrative expense includes the cost of office space, legal, accounting and other professional services, transaction-related costs, severance, transformation and other exit costs and costs related to the write-off of assets. General and administrative expense represented 13% and 10% of total revenue for the three months ended June 30, 2024 and 2023, respectively. General and administrative expense increased $5.3 million or 30%, the majority of which is due to incremental costs related to the addition of the D2C Media business, including the compensation expense related to the D2C Media earnout. Additionally, the change is also impacted by higher compensation, including severance and stock-based compensation. For information related to the D2C Media earnout, see Note 3 (Business Combinations) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q.
Depreciation and amortization. Depreciation and amortization expense increased $2.9 million or 12%, primarily due to depreciation and amortization on additional assets acquired and the amortization of intangible assets related to the D2C Media acquisition, partially offset by certain assets being fully depreciated and amortized as compared to the prior-year period.
Interest expense, net. Interest expense, net was essentially flat compared to the prior year period. For information related to our debt, see Note 5 (Debt) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q.
Other income (expense), net. Other income (expense), net changed primarily due to the change in the fair value of contingent consideration associated with the AccuTrade and CreditIQ acquisitions. For more information related to contingent consideration, see the Liquidity and Capital Resources section below and Note 4 (Fair Value Measurements) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q.
Income tax expense (benefit). The effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the impact of state income taxes, net of federal income tax expense, nondeductible executive compensation and nondeductible transaction expenses, partially offset by tax credits and the tax benefits realized on stock-based compensation. The prior period income tax benefit was primarily due to the release of a significant portion of our valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
20
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||
Dealer |
$ |
321,658 |
|
|
$ |
303,152 |
|
|
$ |
18,506 |
|
|
|
6 |
% |
OEM and National |
|
31,135 |
|
|
|
25,945 |
|
|
|
5,190 |
|
|
|
20 |
% |
Other |
|
6,277 |
|
|
|
6,147 |
|
|
|
130 |
|
|
|
2 |
% |
Total revenue |
|
359,070 |
|
|
|
335,244 |
|
|
|
23,826 |
|
|
|
7 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue and operations |
|
60,992 |
|
|
|
60,210 |
|
|
|
782 |
|
|
|
1 |
% |
Product and technology |
|
55,668 |
|
|
|
49,057 |
|
|
|
6,611 |
|
|
|
13 |
% |
Marketing and sales |
|
119,376 |
|
|
|
116,450 |
|
|
|
2,926 |
|
|
|
3 |
% |
General and administrative |
|
45,837 |
|
|
|
35,953 |
|
|
|
9,884 |
|
|
|
27 |
% |
Depreciation and amortization |
|
54,936 |
|
|
|
48,711 |
|
|
|
6,225 |
|
|
|
13 |
% |
Total operating expenses |
|
336,809 |
|
|
|
310,381 |
|
|
|
26,428 |
|
|
|
9 |
% |
Operating income |
|
22,261 |
|
|
|
24,863 |
|
|
|
(2,602 |
) |
|
|
(10 |
)% |
Nonoperating expense: |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
(16,430 |
) |
|
|
(16,394 |
) |
|
|
(36 |
) |
|
|
0 |
% |
Other income, net |
|
11,387 |
|
|
|
5,106 |
|
|
|
6,281 |
|
|
***% |
|
|
Total nonoperating expense, net |
|
(5,043 |
) |
|
|
(11,288 |
) |
|
|
6,245 |
|
|
|
(55 |
)% |
Income before income taxes |
|
17,218 |
|
|
|
13,575 |
|
|
|
3,643 |
|
|
|
27 |
% |
Income tax expense (benefit) |
|
5,053 |
|
|
|
(92,030 |
) |
|
|
97,083 |
|
|
***% |
|
|
Net income |
$ |
12,165 |
|
|
$ |
105,605 |
|
|
$ |
(93,440 |
) |
|
|
(88 |
)% |
*** Not meaningful
Dealer revenue. Dealer revenue is our largest revenue stream, representing 90% of total revenue for the each of the six months ended June 30, 2024 and 2023. Dealer revenue increased $18.5 million or 6%, primarily driven by the incremental revenue related to the addition of the D2C Media business and growth in digital experience revenue, including our website creation and hosting.
OEM and National revenue. OEM and National revenue represented 9% and 8% of total revenue for the six months ended June 30, 2024 and 2023, respectively. OEM and National revenue increased $5.2 million or 20%, primarily due to increased OEM spending to raise consumer awareness, as on-the lot inventory continues to increase.
Other revenue. Other revenue represented 1% and 2% of total revenue for the six months ended June 30, 2024 and 2023, respectively. Other revenue increased $0.1 million or 2%, primarily due to the incremental revenue related to the addition of the D2C Media business, partially offset by the first quarter 2023 expiration of a license agreement entered into as part of the AccuTrade acquisition.
Cost of revenue and operations. Cost of revenue and operations expense represented 17% and 18% of total revenue for the six months ended June 30, 2024 and 2023, respectively. Cost of revenue and operations increased $0.8 million or 1%, but decreased as a percentage of revenue. The change is primarily due to the incremental cost related to the addition of the D2C Media business.
Product and technology. Product and technology expense represented 16% and 15% of total revenue for the six months ended June 30, 2024 and 2023, respectively. Product and technology expense increased $6.6 million or 13%, primarily due to higher compensation, including stock-based compensation and third-party costs, including licenses.
Marketing and sales. Marketing and sales expense represented 33% and 35% of total revenue for the six months ended June 30, 2024 and 2023, respectively. Marketing and sales expense increased $2.9 million or 3%, primarily due to incremental costs related to the addition of the D2C Media business.
General and administrative. General and administrative expense represented 13% and 11% of total revenue for the six months ended June 30, 2024 and 2023, respectively. General and administrative expense increased $9.9 million or 27%, the majority of which is due to incremental costs related to the addition of the D2C Media business, including the compensation expense related to the D2C Media earnout. Additionally, the change is impacted by higher compensation, including stock-based compensation. For information related to the D2C Media earnout, see Note 3 (Business Combinations) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q.
21
Depreciation and amortization. Depreciation and amortization expense increased $6.2 million or 13%, primarily due to depreciation and amortization on additional assets acquired and the amortization of intangible assets related to the D2C Media acquisition, partially offset by certain assets being fully depreciated and amortized as compared to the prior-year period.
Interest expense, net. Interest expense, net was essentially flat compared to the prior year period. For information related to our debt, see Note 5 (Debt) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
Other income, net. Other income, net changed primarily due to the change in the fair value of contingent consideration associated with the AccuTrade and CreditIQ acquisitions and the impact of foreign exchange rates. For more information related to contingent consideration, see the Liquidity and Capital Resources section below and Note 4 (Fair Value Measurements) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
Income tax expense (benefit). The effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the impact of state income taxes, net of federal income tax expense, nondeductible transaction expenses and nondeductible executive compensation, partially offset by the tax benefits realized on stock-based compensation and tax credits. The prior period income tax benefit was primarily due to the release of a significant portion of our valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes) to the accompanying Consolidated Financial Statements included in Part I, Item 1., “Financial Statements” of this Quarterly Report on Form 10-Q.
22
Liquidity and Capital Resources
Overview. Our primary sources of liquidity are cash flows from operations, available cash reserves and borrowing capacity available under our credit facility. Our positive operating cash flow, along with our Revolving Loan, provide adequate liquidity to meet our business needs for the next 12 months and beyond, including those for investments, debt service, share repurchases, contingent consideration payments and strategic acquisitions. However, our ability to maintain adequate liquidity in the future is dependent upon a number of factors, including our revenue, our ability to contain costs, including capital expenditures, and to collect accounts receivable and various other macroeconomic factors, many of which are beyond our direct control.
We may also seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. If we need to access the capital markets, there can be no assurance that financing may be available on attractive terms, if at all. As of June 30, 2024, Cash and cash equivalents were $29.1 million and including our undrawn Revolving Loan, our total liquidity was $304.1 million.
Indebtedness. As of June 30, 2024, the outstanding aggregate principal amount of our indebtedness was $475.0 million, at an average interest rate of 6.5%, including $400.0 million of outstanding aggregate principal under the 6.375% Senior Unsecured Notes due in 2028 and $75.0 million of outstanding principal under the Revolving Loan which had an interest rate of 7.4%.
During the six months ended June 30, 2024, we made $10.0 million in mandatory Term Loan payments and repaid $5.0 million on our Revolving Loan. In connection with the Fifth Amendment, we borrowed $80.0 million under the new Revolving Loan to repay the outstanding $45.0 million in aggregate principal amount of existing Term Loan and $35.0 million aggregate principal amount of existing Revolving Loan balances. As of June 30, 2024, $275.0 million was available to borrow under the Revolving Loan. Our borrowings are limited by our Senior Secured Leverage Net Ratio and Consolidated Interest Coverage Ratio, in addition to other factors. Calculated in accordance with our Credit Agreement, these ratios were 0.2x and 6.4x, respectively, as of June 30, 2024. For further information, see Note 5 (Debt) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q.
Share Repurchase Program. In February 2022, our Board of Directors authorized a three-year share repurchase program to acquire up to $200.0 million of our common stock. The repurchase program may be suspended or discontinued at any time and does not obligate us to repurchase any specific amount or number of shares. We may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws and other applicable legal requirements, and subject to our blackout periods. We intend to fund the share repurchase program principally with cash from operations. During the six months ended June 30, 2024, we repurchased and subsequently retired 0.8 million shares for $14.4 million at an average price paid per share of $17.91.
Contingent Consideration and Earnout. The fair value as of June 30, 2024 for the contingent consideration related to the CreditIQ and AccuTrade acquisitions was $21.1 million.
Within the next twelve months, we expect to pay $37.1 million of potential contingent consideration and D2C Media earnout discussed below. During the six months ended June 30, 2024, we paid $30.4 million related to contingent consideration and earnout which reduced the corresponding liability. The contingent consideration and earnout consists of the following:
For information related to the contingent consideration and earnout, see Note 3 (Business Combinations) and Note 4 (Fair Value Measurements) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q and Note 3 (Business Combinations) in Part II, Item 8., "Financial Statements and Supplementary Data", of our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 22, 2024.
23
Cash Flows. Details of our cash flows are as follows (in thousands):
|
Six Months Ended June 30, |
|
|
|
|
||||||
|
2024 |
|
|
2023 |
|
|
Change |
|
|||
Net cash provided by (used in): |
|
|
|
|
|
|
|
|
|||
Operating activities |
$ |
68,722 |
|
|
$ |
56,182 |
|
|
$ |
12,540 |
|
Investing activities |
|
(12,493 |
) |
|
|
(10,569 |
) |
|
|
(1,924 |
) |
Financing activities |
|
(66,223 |
) |
|
|
(48,723 |
) |
|
|
(17,500 |
) |
Effect of exchange rate changes on Cash and cash equivalents |
|
(133 |
) |
|
|
— |
|
|
|
(133 |
) |
Net change in Cash and cash equivalents |
$ |
(10,127 |
) |
|
$ |
(3,110 |
) |
|
$ |
(7,017 |
) |
Operating Activities. Cash provided by operating activities for the six months ended June 30, 2024 increased due to Net income after non-cash adjustments and changes in working capital compared to the six months ended June 30, 2023.
Investing Activities. The increase in cash used in investing activities was primarily due to increases in capitalization of internally developed software and purchases of property and equipment.
Financing Activities. During the six months ended June 30, 2024, cash used in financing activities was primarily related to payments of contingent consideration, debt repayments, repurchases of common stock and tax payments made in connection with the vesting of certain equity awards. During the six months ended June 30, 2023, cash used in financing activities was primarily related to debt repayments, repurchases of common stock and tax payments made in connection with the vesting of certain equity awards. For information related to our debt, repurchases of common stock and contingent consideration, see Note 4 (Fair Value Measurements), Note 5 (Debt) and Note 7 (Stockholders' Equity) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q.
Commitments and Contingencies. For information related to commitments and contingencies, see Note 6 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements. We do not have any material off-balance sheet arrangements.
Critical Accounting Policies. For information related to critical accounting policies, see "Critical Accounting Policies and Estimates" in Part II, Item 7., "Management’s Discussion and Analysis of Financial Condition and Results of Operations", of our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 22, 2024 and see Note 1 (Description of Business and Summary of Significant Accounting Policies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. During the six months ended June 30, 2024, there have been no changes to our critical accounting policies.
Recently Issued Accounting Standards Not Yet Adopted. In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates. The standard also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold. This amendment is effective for fiscal years beginning after December 15, 2024, on a prospective basis and early adoption and retrospective application are permitted. We are currently evaluating this new guidance and its impact on our Consolidated Financial Statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker and included within each reported measure of segment profit or loss. This amendment is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We are currently evaluating this new guidance and its impact on our Consolidated Financial Statements and related disclosures.
24
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, see "Quantitative and Qualitative Disclosures About Market Risk," in Part II, Item 7A., of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 22, 2024. Our exposures to market risk have not changed materially since December 31, 2023.
Item 4. Controls and Procedures
Disclosure Controls and Procedures. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control Over Financial Reporting. During the period covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
25
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
For information relating to legal proceedings, see Note 6 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
Our business and the ownership of our common stock are subject to a number of risks and uncertainties which could materially affect our business, financial condition, results of operations and future results, including those described in Part I, Item 1A., "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 22, 2024. There have been no material changes from the risk factors described in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities by Issuer
None.
Purchases of Equity Securities by Issuer
Our stock repurchase activity for the three months ended June 30, 2024 is as follows:
Period |
Total Number of |
|
Average Price Paid per Share (1) |
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (3) |
|
||||
April 1 through April 30, 2024 |
|
111,908 |
|
$ |
16.81 |
|
|
111,908 |
|
$ |
108,348 |
|
May 1 through May 31, 2024 |
|
93,144 |
|
|
18.15 |
|
|
93,144 |
|
|
106,658 |
|
June 1 through June 30, 2024 |
|
68,307 |
|
|
20.04 |
|
|
68,307 |
|
|
105,289 |
|
|
|
273,359 |
|
|
|
|
273,359 |
|
|
|
||
Item 3. Defaults Upon Senior Securities
None.
Item 4.
Not applicable.
Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
26
Mine Safety Disclosures None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
27
Item 6. Exhibits
Exhibit Index
|
Exhibit Number |
|
Description |
3.1** |
|
|
3.2** |
|
|
10.1*^ |
|
Form of Restricted Stock Unit Award Agreement issued under the Cars.com Inc. Omnibus Incentive Plan |
10.2*^ |
|
Form of Performance Stock Unit Award Agreement issued under the Cars.com Inc. Omnibus Incentive Plan |
10.3*^ |
|
|
10.4*^ |
|
|
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover page formatted as Inline XBRL and contained in Exhibit 101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Filed herewith.
** Previously filed.
^ Management contract or compensatory plan or arrangement.
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Cars.com Inc. |
||
|
|
|
|
|
Date: August 8, 2024 |
|
By: |
|
/s/ T. Alex Vetter |
|
|
|
|
T. Alex Vetter |
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
Date: August 8, 2024 |
|
By: |
|
/s/ Sonia Jain |
|
|
|
|
Sonia Jain |
|
|
|
|
Chief Financial Officer |
29
NOTICE OF GRANT
RESTRICTED STOCK UNITS
The Compensation Committee of the Board of Directors of Cars.com Inc. (the “Company”) has approved your opportunity to receive Restricted Stock Units (referred to herein as “RSUs” or “Award”) under the Cars.com Inc. Omnibus Incentive Compensation Plan (the “Plan”), as amended, as set forth below.
This Notice of Grant of Restricted Stock Units (this “Notice of Grant”) and the attached Restricted Stock Unit Award Agreement (the “Award Agreement”), including any exhibits or schedules, effective as of ________ (the “Grant Date”), constitute the formal agreement governing this award.
This Notice of Grant will be signed electronically in the Merrill Lynch Award System. Please keep a copy for your records. Please keep the Award Agreement for future reference.
Participant: /$ParticipantName$/
Company Name: Cars.com Inc.
Grant Date: ________
Grant Type: RSU
Number of RSUs: /$AwardsGranted$/
Security Symbol: CARS
Vesting Schedule: 1/3 on __________
1/3 on __________
1/3 on __________
Additional Terms/Acknowledgements:
You acknowledge receipt of, and understand and agree to, the terms and conditions set forth in this Notice of Grant, the Award Agreement, and the Plan. As of the Grant Date, this Notice of Grant, the Award Agreement and the Plan set forth the entire understanding between you and the Company regarding this Award and supersede all prior oral and written agreements regarding this Award, with the exception, if applicable, of any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
1
NAI-1539311420v3
NAI-1539311420v3
RESTRICTED STOCK UNIT
AWARD AGREEMENT
Under the
Cars.com Inc.
Omnibus Incentive Compensation Plan
This Restricted Stock Unit Award Agreement (this “Award Agreement”) governs the grant of Restricted Stock Units (referred to herein as “Stock Units”) to the employee designated in the Notice of Grant dated coincident with this Award Agreement (the “Employee”). The Stock Units are granted under, and are subject to, the Cars.com Inc. (the “Company”) Omnibus Incentive Compensation Plan, as amended (the “Plan”). Terms used herein that are defined in the Plan shall have the meaning ascribed to them in the Plan or, to the extent applicable, the Notice of Grant. If there is any inconsistency between this Award Agreement and the terms of the Plan, the terms of the Plan shall supersede and replace the conflicting terms herein.
NAI-1539311420v3
NAI-1539311420v3
NAI-1539311420v3
NAI-1539311420v3
NAI-1539311420v3
NAI-1539311420v3
Notwithstanding anything to the contrary in this Award Agreement, the following provisions shall apply to all Stock Units granted under the Notice of Grant.
As a modification to the definition set forth in Article 15 of the Plan and as used in this Award Agreement, a “Change in Control” shall mean the first to occur of the following:
NAI-1539311420v3
NAI-1539311420v3
(A) Any unvested Stock Units shall not vest upon the Change in Control, and provided that all or a portion of such unvested Stock Units do not subsequently vest following the Change in Control, any such unvested Stock Units shall become fully vested in the event that the Employee has a “qualifying termination of employment” within two years following the date of the Change in Control. Such vested Stock Units shall be paid out as soon as administratively practicable after the Employee’s termination of employment (but in no event later than 30 days after such event).
A “qualifying termination of employment” shall occur if the Company involuntarily terminates the Employee without “Cause” or the Employee is otherwise entitled to severance benefits under a severance plan or arrangement of the Company or a Subsidiary. For this purpose, “Cause” shall mean:
NAI-1539311420v3
NAI-1539311420v3
(B) The Stock Units shall refer to the right to receive such cash and/or equity. An assumption of this Award must satisfy the following requirements:
The determination of whether the conditions of this Section 14(b)(ii)(B) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(c) Legal Fees. The Company shall pay all legal fees, court costs, fees of experts and other costs and expenses when incurred by Employee in connection with any actual, threatened or contemplated litigation or legal, administrative or other proceedings involving the provisions of this Section 14, whether or not initiated by the Employee. The Company agrees to pay such amounts within 10 days following the Company’s receipt of an invoice from the Employee, provided that the Employee shall have submitted an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such fees and disbursements were incurred.
NAI-1539311420v3
NAI-1539311420v3
The Employee understands that the Company or any Subsidiary may hold certain personal information about the Employee, including, but not limited to, the Employee’s name, home address, email address and telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, job title, any Common Stock of or directorships in the Company that are held, details of all Stock Units or any other entitlement to Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Employee’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).
NAI-1539311420v3
NAI-1539311420v3
The Employee understands that Data will be transferred to the Company’s broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Employee understands that the recipients’ use of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Employee’s country. The Employee understands that if the Employee resides outside the United States, the Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Employee’s local human resources representative. The Employee authorizes the Company, the Company’s broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands if the Employee resides outside the United States, the Employee may, at any time, view their respective Data, request additional information about the storage and processing of their Data, require any necessary amendments to their Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Employee’s local human resources representative. Further, the Employee understands that the Employee is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke the Employee’s consent, the Employee’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant Stock Units or other equity awards or administer or maintain such awards. Therefore, the Employee understands that refusing or withdrawing the Employee’s consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that the Employee may contact the Employee’s local human resources representative.
Appendix A
Cars.com Inc.
NAI-1539311420v3
NAI-1539311420v3
Omnibus Incentive Compensation Plan
Non-U.S. Addendum to Restricted Stock Unit Award Agreement
In addition to the terms of the Cars.com Inc. Omnibus Incentive Compensation Plan (as may be amended from time to time, the “Plan”) and the Restricted Stock Unit Award Agreement (the “Award Agreement”), the Restricted Stock Units (“Stock Units”) are subject to the additional terms and conditions as set forth in this Appendix A, which is part of the Award Agreement (this “Non-U.S. Addendum”), to the extent the Employee resides or is employed in one of the countries addressed herein. This Non-U.S. Addendum also includes information about certain other issues of which an Employee should be aware with respect to the Employee’s participation in the Plan.
The Non-U.S. Addendum is based upon the securities, tax, exchange control and other laws in effect in the respective countries as of February 2024. All capitalized terms contained in this Non-U.S. Addendum shall have the same meaning as set forth in the Plan and the Award Agreement unless otherwise defined. By accepting the Stock Units, the Employee agrees to be bound by the terms and conditions contained in the paragraphs below in addition to the terms of the Plan, the Award Agreement, and the terms of any other document that may apply to the Employee and the Employee’s Stock Units.
If the Employee transfers residence or employment to a country identified in this Non-U.S. Addendum, the additional terms and conditions for such country as reflected in this Non-U.S. Addendum will apply to the Employee to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Employee’s transfer). However, if the Employee is a citizen or resident of a country other than the one in which the Employee is currently working, transferred employment after the Stock Units were granted to the Employee, or is considered a resident of another country for local law purposes, the information contained herein may not apply.
Finally, the information contained herein is general in nature and may not apply to an Employee’s particular situation, and the Company is not in a position to assure the Employee of a particular result. Accordingly, the Employee is advised to seek appropriate professional advice as to how the relevant laws in the Employee’s country may apply to an Employee’s situation.
COUNTRIES COVERED BY THIS APPENDIX A: Canada Withholding Taxes.
NAI-1539311420v3
NAI-1539311420v3
CANADA
Terms and Conditions
NAI-1539311420v3
NAI-1539311420v3
Notifications
NAI-1539311420v3
NAI-1539311420v3
Employee Award
NOTICE OF GRANT
PERFORMANCE BASED RESTRICTED STOCK UNITS
The Compensation Committee of the Cars.com Inc. Board of Directors has approved your opportunity to receive Performance Based Restricted Stock Units (referred to herein as “PSUs” or “Award”) under the Cars.com Inc. Omnibus Incentive Compensation Plan, as amended, as set forth below.
This Notice of Grant of Performance Based Restricted Stock Units and the attached Performance Based Restricted Stock Unit Award Agreement, including Exhibit A, effective as _____________ (the “Grant Date”), constitute the formal agreement governing this award.
This Notice of Grant Award will be signed electronically in the Merrill Lynch Award System. Please keep a copy for your records. Please keep the Award Agreement for future reference.
Participant: /$ParticipantName$/
Company Name: Cars.com Inc.
Grant Date: ________________
Grant Type: PSU
Target Number of PSUs: /$AwardsGranted$/
Security Symbol: CARS
Vesting Schedule: __________________
You acknowledge receipt of and understand and agree to, the terms and conditions set forth in this Notice of Grant, the Award Agreement, and the Plan. As of the Grant Date, this Notice of Grant, the Award Agreement and the Plan set forth the entire understanding between you and the Company regarding this Award and supersede all prior oral and written agreements regarding this Award, with the exception, if applicable, of any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
1
PERFORMANCE BASED RESTRICTED STOCK UNIT
AWARD AGREEMENT
Under the Cars.com Inc. Omnibus Incentive Compensation Plan
This Performance Based Restricted Stock Unit Award Agreement (this “Award Agreement”) governs the grant of Performance Based Restricted Stock Units (referred to herein as “PSUs”) to the employee designated in the Notice of Grant Award dated coincident with this Award Agreement (the “Employee”). The PSUs are granted under, and are subject to, the Cars.com Inc. (the “Company”) Omnibus Incentive Compensation Plan, as amended (the “Plan”). Terms used herein that are defined in the Plan shall have the meaning ascribed to them in the Plan or, to the extent applicable, the Notice of Grant Award. If there is any inconsistency between this Award Agreement and the terms of the Plan, the terms of the Plan shall supersede and replace the conflicting terms herein.
2
3
4
Notwithstanding anything to the contrary in this Award Agreement, the following provisions shall apply to all PSUs granted under the Indication of Grant Award.
As a modification to the definition set forth in Article 15 of the Plan and as used in this Award Agreement, a “Change in Control” shall mean the first to occur of the following:
5
6
A “qualifying termination of employment” shall occur if the Company involuntarily terminates the Employee without “Cause” or the Employee is otherwise entitled to severance benefits under a severance plan or arrangement of the Company or a Subsidiary. For this purpose, “Cause” shall mean:
The determination of whether the conditions of this Section 14(b)(ii)(A) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
7
8
The Employee understands that Data will be transferred to the Company’s broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Employee understands that the recipients’ use of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Employee’s country. The Employee understands that if the Employee resides outside the United States, the Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Employee’s local human resources representative. The Employee authorizes the Company, the Company’s broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands if the Employee resides outside the United States, the Employee may, at any time, view their respective Data, request additional information about the storage and processing of their Data, require any necessary amendments to their Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Employee’s local human resources representative. Further, the Employee understands that the Employee is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke the Employee’s consent, the Employee’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant PSUs or other equity awards or administer or maintain such awards. Therefore, the Employee understands that refusing or withdrawing the Employee’s consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that the Employee may contact the Employee’s local human resources representative.
9
Exhibit A
10
CARS.COM INC.
CHANGE IN CONTROL SEVERANCE PLAN
|
|
|
TABLE OF CONTENTS
Page
1. Purpose of the Plan 1 |
2. Effective Date 1 |
3. Administration of the Plan. 2 |
4. Participation in the Plan. 3 |
5. Change in Control 3 |
6. Eligibility for Benefits under the Plan. 5 |
7. Obligations of the Company upon Termination. 7 |
8. Mitigation 9 |
9. Resolution of Disputes 10 |
10. Legal Expenses and Interest. 10 |
11. Funding 10 |
12. Claims Procedures 11 |
13. Appeals Procedures 11 |
14. Statute of Limitations 11 |
15. No Contract of Employment 12 |
16. Non-exclusivity of Rights. 12 |
17. Successors; Binding Agreement 12 |
18. Transferability and Enforcement. 13 |
19. Notices 13 |
20. Amendment or Termination of the Plan 13 |
21. Waivers 13 |
22. Validity 14 |
23. Governing Law 14 |
24. Section 409A. 14 |
|
- 1 - |
|
CARS.COM INC.
CHANGE IN CONTROL SEVERANCE PLAN
1. Purpose of the Plan. The Board of Directors (the “Board”) of Cars.com Inc. (the “Company”) considers the establishment and maintenance of a strong and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders.
As is the case with most publicly held corporations, the possibility of a Change in Control (as defined below) of the Company exists, and that possibility, and the uncertainty and questions which it may raise among key executives concerning future employment, may result in the departure or distraction of key executives, to the detriment of the Company and its stockholders.
The purpose of the Plan (as defined below) is to assure the Company that it will have the continued dedication of, and the availability of objective advice and counsel from, key executives of the Company and its affiliates (as defined below) notwithstanding the possibility, threat or occurrence of a Change in Control.
In the event that the Company or its stockholders receive any proposal from a third party concerning a possible business combination with the Company or an acquisition of the Company’s equity securities, the Board believes it imperative that the Company and the Board be able to rely upon key executives to continue in their positions and be available for advice, if requested, without concern that those individuals might be distracted by the personal uncertainties and risks created by such a proposal.
Should the Company receive any such proposal, in addition to their regular duties, such key executives may be called upon to assist in the assessment of such proposal, advise management and the Board as to whether such proposal would be in the best interest of the Company and its stockholders, and to take such other actions as the Board might determine to be appropriate.
Therefore, in order to accomplish these objectives, the Board has adopted the Change in Control Severance Plan (the “Plan”) to provide certain protections to a select group of management or highly compensated employees (within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”)) in the event of a Change in Control.
2. Effective Date. The Plan was originally effective as of June 1, 2017, and most recently amended as of June 5, 2024.
3. Administration of the Plan.
(a) The Committee. The Plan shall be administered (i) by the Compensation Committee of the Board or (ii) if so determined by the Board, by such other committee of non- employee directors as the Board shall appoint or by the Board (the “Committee”). The members of the Committee shall be entitled to all of the rights to indemnification and payment of expenses and costs set forth in the Bylaws of the Company. In no event may the protection afforded the
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Committee members in this Section 3(a) be reduced in anticipation of or following a Change in Control.
(b) Determinations by the Committee. Subject to the express provisions of the Plan and to the rights of the Participants (as defined below) pursuant to such provisions, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to designate persons to be covered by the Plan; to revoke such designations; to interpret the terms and provisions of the Plan (and any notices or agreements relating thereto); and otherwise to supervise the administration of the Plan in accordance with the terms hereof. Prior to a Change in Control, all decisions made by the Committee pursuant to the Plan shall be made in its sole discretion and shall be final and binding on all persons, including the Company and Participants. The Committee’s determinations need not be uniform, and may be made selectively among eligible employees and among Participants, whether or not they are similarly situated. Notwithstanding any provision in the Plan to the contrary, however, following a Change in Control, any act, determination or decision of the Company or the Committee, as applicable, with regard to the administration, interpretation and application of the Plan must be reasonable, as viewed from the perspective of an unrelated party and with no deference paid to the actual act, determination or decision of the Company or the Committee, as applicable. Furthermore, following a Change in Control, any decision by the Company or the Committee, as applicable, shall not be final and binding on a Participant. Instead, following a Change in Control, if a Participant disputes a decision of the Company or the Committee relating to the Plan and pursues legal action, the court shall review the decision under a “de novo” standard of review. In addition, following a Change in Control, in the event that (i) the Company’s common stock is no longer publicly traded and (ii) any securities of the Company’s Ultimate Parent (as defined below) are publicly traded, then any decisions by the Board with respect to whether a Participant was terminated for “Cause” shall be made by the board of directors of the Ultimate Parent. For purposes of the Plan, “Ultimate Parent” means a publicly traded corporation or entity which, directly or indirectly through one or more affiliates, beneficially owns at least a plurality of the then-outstanding voting securities of the Company (including any successor to the Company by reason of merger, consolidation, the purchase of all or substantially all of the Company’s assets or otherwise).
(c) Delegation of Authority. The Committee may delegate to one or more officers or employees of the Company such duties in connection with the administration of the Plan as it deems necessary, advisable or appropriate
4. Participation in the Plan.
(a) Designation of Participants. The Committee shall from time to time select the employees who are to participate in the Plan (the “Participants”) from among those management or highly compensated employees of the Company and its affiliates it determines to be appropriate to include as Participants, given the purposes of the Plan and the potential effects on the employee of a Change in Control. The Committee shall also designate the Severance Multiple (as defined below) of each Participant who is not the Chief Executive Officer of the Company. The Company
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shall notify each Participant in writing of his or her participation in the Plan and such Participant’s Severance Multiple. For purposes of the Plan, the term “affiliate” has the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and includes any partnership or joint venture of which the Company or any of its affiliates are general partners or co-venturers.
(b) Terminating or Changing Severance Multiple as a Participant. A person shall cease to be a Participant upon (i) the termination of his or her employment by the Company and any affiliate for any reason prior to a Change in Control, or (ii) notification in writing by the Company that such individual’s status as a Participant has been revoked. Any such revocation shall not become effective until 12 months from the date that the revocation notice is provided. A Participant’s Severance Multiple may be changed if the Company notifies the Participant in writing that such Participant’s Severance Multiple has changed. A reduction in a Participant’s Severance Multiple shall not become effective until 12 months from the date that the change notice is provided. Except as specifically provided herein, the Committee shall have absolute discretion in the selection of Participants and Severance Multiples and in revoking their status as Participants or changing Severance Multiples. Notwithstanding the foregoing, no revocation by the Committee of any person’s designation as a Participant shall be effective if made (i) on the day of, or within 24 months after, a Change in Control, (ii) prior to a Change in Control, but at the request of any third party participating in or causing the Change in Control or (iii) otherwise in connection with, in relation to, or in anticipation of a Change in Control.
5. Change in Control. For purposes of the Plan, “Change in Control” means the first to occur of the following:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section, the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or one of its affiliates or (D) any acquisition pursuant to a transaction that complies with Sections 5(c)(i), 5(c)(ii) and 5(c)(iii);
(b) individuals who, as of the Effective Date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
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(c) consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or entity resulting from such Business Combination (including, without limitation, a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or any corporation or entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then- outstanding shares of common stock of the corporation or entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation or entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation or entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
No Participant in this Plan who participates in any group conducting a management buyout of the Company under the terms of which the Company ceases to be a public company may claim that such buyout is a Change in Control under this Plan and no such Participant shall be entitled to any payments or other benefits under this Plan as a result of such buyout. For purposes of the Plan, no Participant in this Plan shall be deemed to have participated in a group conducting a management buyout of the Company unless, following the consummation of the transaction, such Participant was the beneficial owner of more than 10% of the then-outstanding voting securities of the Company or any successor corporation or entity resulting from such transaction. Notwithstanding the foregoing, in no event will the spinoff of the Company from TEGNA Inc. be treated as a Change in Control.
6. Eligibility for Benefits under the Plan.
(a) General. If a Change in Control shall have occurred, each person who is a Participant on the date of the Change in Control shall be entitled to the compensation and benefits provided in Section 7(b) upon the subsequent termination of the Participant’s employment, provided that such termination occurs prior to the second anniversary of the Change in Control, unless such termination is (i) because of the Participant’s death or disability (as determined under
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the Company’s Long Term Disability Plan in effect immediately prior to the Change in Control), (ii) by the Company or its affiliate for Cause, or (iii) by the Participant other than for Good Reason.
(b) Cause. For purposes of the Plan, “Cause” means:
(i) any material misappropriation of funds or property of the Company or its affiliate by the Participant;
(ii) unreasonable and persistent neglect or refusal by the Participant to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company; or
(iii) conviction, including a plea of guilty or of nolo contendere, of the Participant of a securities law violation or a felony.
Notwithstanding the foregoing provisions of this Section 6(b), the Participant shall not be deemed to have been terminated for Cause after a Change in Control unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Participant and an opportunity for Participant, together with his or her counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Participant was guilty of conduct set forth above in this Section 6(b) and specifying the particulars thereof in detail.
(c) Good Reason. For purposes of the Plan, “Good Reason” means the occurrence after a Change in Control of any of the following circumstances without the Participant’s express written consent, unless such circumstances are fully corrected prior to the Date of Termination (as defined below) specified in the Notice of Termination (as defined below) given in respect thereof:
(i) the material diminution of the Participant’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control (failure to report to the Chief Executive Officer or a change in reporting level does not, by itself, constitute Good Reason);
(ii) a reduction in the Participant’s base salary or target bonus opportunity as in effect on the date immediately prior to the Change in Control;
(iii) the relocation of the Participant’s office from the location at which the Participant is principally employed immediately prior to the date of the Change in Control to a location 35 or more miles farther from the Participant’s residence immediately prior to the Change in Control, or the Company’s requiring the Participant to be based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Participant’s business travel obligations prior to the Change in Control;
(iv) the failure by the Company or its affiliate to pay any compensation or benefits due to the Participant;
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(v) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the Plan, as contemplated in Section 17; or
(vi) any purported termination of the Participant’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of the Plan.
(d) Certain Terminations Prior to a Change in Control. Anything in the Plan to the contrary notwithstanding, if a Change in Control occurs and if the Participant’s employment with the Company terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Participant that such termination of employment (i) was at the request of any third party participating in or causing the Change in Control or (ii) otherwise arose in connection with, in relation to, or in anticipation of the Change in Control, then the Participant shall be entitled to all payments and benefits under the Plan as though the Participant had terminated his or her employment for Good Reason on the day after the Change in Control. For purposes of this Section 6(d), a Change in Control means a Change in Control that is also a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended, (the “Code”) and the Treasury regulations and guidance issued thereunder (“Section 409A”).
(e) No Waiver. Subject to the last sentence of Section 6(f), the Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.
(f) Notice of Termination After a Change in Control. Any termination by the Company, or by the Participant for Good Reason, shall be communicated by Notice of Termination given in accordance with the Plan. For purposes of the Plan, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in the Plan relied upon, and (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated. With respect to a Notice of Termination given by a Participant in connection with a termination for “Good Reason” such notice must be provided within ninety (90) days after the event that created the “Good Reason”.
(g) Date of Termination. For purposes of the Plan, “Date of Termination” means
(i) if the Participant’s employment is terminated by the Company for Cause, the date on which the Notice of Termination is given or any later date specified therein (which, however, shall not be more than 15 days later), (ii) if the Participant’s employment is terminated by the Participant for Good Reason, the date specified in the Notice of Termination (which, however, shall not be less than 30 days or more than 45 days later than the date on which the Notice of Termination is given), or (iii) if the Participant’s employment is terminated by the Company other than for Cause, the date on which the Company notifies the Participant of such termination. In all instances, the Date of Termination shall mean the date of the Participant’s separation from service within the meaning of Section 409A.
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7. Obligations of the Company upon Termination.
(a) Cause; Other than for Good Reason. If the Participant’s employment shall be terminated for Cause, or if the Participant terminates his or her employment other than for Good Reason, the Company shall pay the Participant his or her annual salary through the Date of Termination, to the extent not already paid, at the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Participant is entitled under any compensation, benefit or other plan or policy of the Company at the time such amounts are due, and the Company shall have no further obligations to the Participant under the Plan
(b) Termination Without Cause; Good Reason Terminations. Any Participant who becomes eligible for compensation and benefits pursuant to Section 6(a) shall be paid or provided the following:
(i) his or her annual base salary through the Date of Termination, to the extent not already paid, at the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Participant is entitled under any compensation, benefit or other plan or policy of the Company at the time such amounts are due, including without limitation the annual bonus for the fiscal year prior to the Date of Termination, to the extent not already paid;
(ii) as severance pay and in lieu of any further salary or bonus for the period following the Date of Termination, the Participant shall receive a lump sum payment equal to his or her Annual Compensation (as defined below) multiplied by the Severance Multiple (as defined below).
For purposes of the Plan, (i) for a Participant who is the Chief Executive Officer of the Company on the date of the Change in Control, the “Severance Multiple” means two (2.0) and (ii) for any other Participant, the “Severance Multiple” means such number from one half (.5) to one and one half (1.5), as designated by the Committee.
For purposes of the Plan, “Annual Compensation” means the sum of (A) the Participant’s annual base salary at the highest rate of salary during the 12-month period immediately prior to the Date of Termination or, if higher, during the 12 month period immediately prior to the Change in Control (in each case, as determined without regard for any reduction for deferred compensation, 401(k) Plan contributions and similar items), and (B) the higher of (1) the average annual bonus the Participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the Change in Control occurs; and (2) the average annual bonus the Participant earned with respect to three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs;
(iii) a prorated annual bonus for the portion of the fiscal year elapsed prior to the Date of Termination in an amount equal to the average annual bonus the Participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs prorated for the portion of the fiscal year elapsed prior to the Date of Termination;
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(iv) an amount equal to the monthly COBRA cost of the Participant’s medical and dental coverage in effect as of the Termination Date multiplied by (i) 24 for a Participant who is the Chief Executive Officer, (ii) 18 for those Participants with a Severance Multiple of 1.5, (iii) 6 for those Participants with a Severance Multiple of .5, and (iv) a prorated number between 6 and 18 for those Participants with a Severance Multiple between .5 and 1.5;
(v) senior executive-level outplacement services for the Participant with such outplacement services being provided by such executive outplacement firm selected by the Executive with a cost to the Company of no more than $25,000. The Executive shall commence utilization of any such senior executive-level outplacement services within six months following the Participant’s Date of Termination.
(vi) For purposes of this subsection, “average annual bonus the Participant earned with respect to the three fiscal years immediately prior” is calculated using for any fiscal year prior to the Participant’s commencement of employment Participant’s target bonus percentage with respect to Participant’s first full fiscal year of employment and annualizing the annual bonus earned with respect the fiscal year in which the Participant commenced employment.
(vii) It is the object of this subsection to provide for the maximum after-tax income to each Participant with respect to any payment or distribution to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the Plan or any other plan, arrangement or agreement, that would be subject to the excise tax imposed by Section 4999 of the Code or any similar federal, state or local tax that may hereafter be imposed (a “Payment”) (Section 4999 of the Code or any similar federal, state or local tax are collectively referred to as the “Excise Tax”). Accordingly, before any Payments are made under this Plan, a determination will be made as to which of two alternatives will maximize such Participant’s after-tax proceeds, and the Company must notify the Participant in writing of such determination. The first alternative is the payment in full of all Payments potentially subject to the Excise Tax. The second alternative is the payment of only a part of the Participant’s Payments so that the Participant receives the largest payment and benefits possible without causing the Excise Tax to be payable by the Participant. This second alternative is referred to in this subsection as “Limited Payment”. The Participant’s Payments shall be paid only to the extent permitted under the alternative determined to maximize the Participant’s after-tax proceeds, and the Participant shall have no rights to any greater payments on his or her Payments. If Limited Payment applies, Payments shall be reduced in a manner that would not result in the Participant incurring an additional tax under Section 409A and only to the extent required to avoid the Excise Tax. The Payments shall be reduced in a manner that maximizes the Participant’s economic position; provided that the reduction shall be made in a manner consistent with the requirements of Section 409A, and to the extent required by Section 409A where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.
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In the event of conflict between the order of reduction under this Plan and the order provided by any other Company document governing a Payment, then the order under this Plan shall control.
All determinations required to be made under this Section 7(b)(vii) shall be made by a nationally recognized independent accounting firm or consulting firm chosen by the Committee prior to the Change in Control (the “Firm”) which shall provide detailed supporting calculations both to the Company and the Participant within ten (10) business days of the termination of employment giving rise to benefits under the Plan, or such earlier time as is requested by the Company. All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Firm shall be borne by the Company. In the event the Firm determines that the Payments shall be reduced, it shall furnish the Participant with a written opinion to such effect. The determination by the Firm shall be binding upon the Company and the Participant.
(d) Timing of Payments and Release Condition. All payments under Sections 7(b)(ii), 7(b)(iii), and 7(b)(iv) shall be due and payable in a lump sum on the 5th business day after the Release Effective Date (as defined in Exhibit A) except to the extent required by Section 409A, if the period to execute the release and not revoke the release spans two calendar years, the payment shall be made on the later of the 5th business day after the Release Effective Date or the first business day of such second calendar year; provided that the Participant executes (and does not revoke) the attached agreement set forth at Exhibit A (or a substantially similar agreement) (i) on or before the 30th day after the Date of Termination if such termination is not treated as part of a group termination under the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit Protection Act (“ADEA”) or (ii) on or before the 55th day after the Date of Termination if such termination is treated as part of a group termination under ADEA. The Participant shall forfeit all rights under this Plan if such agreement is not executed by (or such execution is revoked on or before) that date. The timing of all payments and benefits under this Plan shall be made consistent with the requirements of Section 409A, and notwithstanding any provision of the Plan to the contrary, any amount or benefit that is payable to a Participant who is a “specified employee” (as defined in Section 409A) shall be delayed until the date which is first day of the seventh month after the date of such Participant’s termination of employment (or, if earlier, the date of such Participant’s death), if paying such amount or benefit prior to that date would violate Section 409A.
8. Mitigation. Except as provided in Section 16(b), the Participant shall not be required to mitigate the amount of any payment provided for in the Plan by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in the Plan be reduced by any compensation earned by the Participant as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Participant to the Company, or otherwise.
9. Resolution of Disputes. If there shall be any dispute between the Company and the Participant (a) in the event of any termination of the Participant’s employment by the Company, as to whether such termination was for Cause, or (b) in the event of any termination of employment by the Participant, as to whether Good Reason existed, then, unless and until there is a final, non-appealable judgment by a court of competent jurisdiction declaring that such termination by the
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Company was for Cause or that the termination by the Participant was not for Good Reason, the Company shall pay all amounts, and provide all benefits, to the Participant and/or the Participant’s family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to the Plan as though such termination were by the Company without Cause or by the Participant with Good Reason; provided, however, that the Company shall not be required to pay any disputed amount pursuant to this Section except upon receipt of a written undertaking by or on behalf of the Participant to repay all such amounts to which the Participant is ultimately adjudged by such court not to be entitled. Notwithstanding the foregoing, the payment of any amount in settlement of a dispute described in this Section shall be made in accordance with the requirements of Section 409A.
10. Legal Expenses and Interest.
(a) If, with respect to any alleged failure by the Company to comply with any of the terms of the Plan or any dispute between the Company and the Participant with respect to the Participant’s rights under the Plan, a Participant in good faith hires legal counsel with respect thereto or institutes any negotiations or institutes or responds to legal action to assert or defend the validity of, to interpret, enforce his or her rights under, or recover damages for violation of the terms of the Plan, then (regardless of the outcome) the Company shall pay, as they are incurred, the Participant’s actual expenses for attorneys’ fees and disbursements. The Company agrees to pay such amounts within 10 days following the Company’s receipt of an invoice from the Participant, provided that the Participant shall have submitted an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such fees and disbursements were incurred.
(b) To the extent permitted by law, the Company shall pay to the Participant on demand a late charge on any amount not paid in full when due after a Change in Control under the terms of the Plan. Except as otherwise specifically provided in the Plan, the late charge shall be computed by applying to the sum of all delinquent amounts a late charge rate. The late charge rate shall be a fixed rate per year that shall equal the sum of 3% plus the “prime rate” of Morgan Guaranty Trust Company of New York or successor institution (“Morgan”) publicly announced by Morgan to be in effect on the Date of Termination, or if Morgan no longer publicly announces a prime rate on such date, any substantially equivalent rate announced by Morgan to be in effect on such date (or, if Morgan does not exist on such date, the prime rate published by the Wall Street Journal on such date) (provided, however, that such rate shall not exceed any applicable legally permissible rate).
11. Funding. The Company may, in its discretion, establish a trust to fund any of the payments which are or may become payable to Participant under the Plan, but nothing included in the Plan shall require that the Company establish such a trust or other funding arrangement. Whether or not the Company sets any assets aside for the purposes of the Plan, such assets shall at all times prior to payment to Participants remain the assets of the Company subject to the claims of its creditors. Neither the Company nor the Board nor the Committee shall be deemed to be a trustee or fiduciary with respect to any amount to be paid under the Plan.
12. Claims Procedures. Any Participant who believes that he or she is entitled to any payment under this Plan may submit a claim in writing (including through an authorized representative) to
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the Committee. If the Committee denies the claim (in full or in part), it shall provide the claimant with a written or electronic notice explaining the specific reasons for the denial and referring to the provisions of this Planpoli on which the denial is based. The notice shall also describe any additional material or information needed to support the claim and an explanation of why such material or information is necessary. In addition, the notice shall contain a description of this Plan’s procedures for appealing the denial and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. The denial notice shall be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension shall be given within the initial 90-day period. This notice of extension shall indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render its decision on the claim.
13. Appeals Procedures. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Committee for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit written comments, documents, records, and other information relating to the claim. The Committee shall conduct a full and fair review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Committee shall provide written or electronic notice of the decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) shall be given written notice of the reason for the delay prior to the expiration of the initial 60-day period. This notice of extension shall indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render its decision. In the case of an adverse decision on review, the Committee shall provide the claimant with a written notice explaining the specific reasons for the adverse decision and referring to the provisions of this Plan on which the adverse decision is based. The notice shall also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.
14. Statute of Limitations. No legal action for benefits under the Plan may be brought by any person before completing and exhausting the claims and appeals procedures contained in Section 12 and Section 13. In addition, no legal action may be commenced later than one year from the claimant’s receipt of the final decision on appeal.
15. No Contract of Employment. The Participant and the Company acknowledge that, except as may otherwise be provided under any written agreement between the Participant and the Company, the employment of the Participant by the Company is “at will” and, subject to such
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payments as may become due under the Plan, such employment may be terminated by either the Participant or the Company at any time and for any reason.
16. Non-exclusivity of Rights.
(a) Future Benefits under Company Plans. Nothing in the Plan shall prevent or limit the Participant’s continuing or future participation in any plan, program, policy or practice of the Company or any of its affiliates, nor shall anything herein limit any rights or reduce any benefits the Participant may have under any agreement or arrangement with the Company or any of its affiliates. Amounts that are vested benefits or that the Participant is otherwise entitled to receive under any plan, policy, practice or program of or any agreement or arrangement with the Company or any of its affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or agreement or arrangement except as explicitly modified by the Plan.
(b) Benefits of Other Plans and Agreements. If the Participant becomes entitled to receive compensation or benefits under the terms of the Plan, such compensation or benefits will be reduced by other severance benefits payable under any plan, program, policy or practice of or agreement or other arrangement between the Participant and the Company (not including payments or distributions under the Company’s equity based compensation plan) unless the other plan specifically provides for payment under this Plan and not the other plan. It is intended that the Plan provide compensation or benefits that are supplemental to severance benefits and that are actually received by the Participant pursuant to any plan, program, policy or practice of or agreement or arrangement between the Participant and the Company, such that the net effect to the Participant of entitlement to any similar benefits that are contained both in the Plan and in any other existing plan, program, policy or practice of or agreement or arrangement between the Participant and the Company will be to provide the Participant with the greater of the benefits under the Plan or under such other plan, program, policy, practice, or agreement or arrangement. This Plan is not intended to modify, amend, terminate or otherwise affect the Company’s equity compensation plan, which shall remain a fully independent and separate plan.
17. Successors; Binding Agreement. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform the Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in the Plan, “Company” means the Company as herein defined and any successor to its business and/or assets which assumes and agrees to perform the Plan, by operation of law or otherwise.
18. Transferability and Enforcement.
(a) The rights and benefits of the Company under the Plan shall be transferable, but only to a successor of the Company, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against its successors and assigns. The rights and benefits of
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Participants under the Plan shall not be transferable other than by the laws of descent and distribution.
(b) The Company intends the Plan to be enforceable by Participants. The rights and benefits under the Plan shall inure to the benefit of and be enforceable by any Participant and the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant should die while any amount would still be payable to the Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Plan to the Participant’s estate or as determined appropriate by the Committee.
19. Notices. Any notices referred to herein shall be in writing and shall be deemed given if delivered in person or by facsimile transmission, or sent by U.S. registered or certified mail to the Participant at his or her address on file with the Company (or to such other address as the Participant shall specify by notice), or to the Company at its principal executive office, Attn: Secretary.
20. Amendment or Termination of the Plan. The Board reserves the right to amend, modify, suspend or terminate the Plan at any time, provided that:
(a) without the written consent of the Participant, no such amendment, modification, suspension or termination shall adversely affect the benefits or compensation due under the Plan to any Participant whose employment has terminated prior to such amendment, modification, suspension or termination and is entitled to benefits and compensation under Section 7(b);
(b) no such amendment, modification, suspension or termination that has the effect of reducing or diminishing the right of any Participant to receive any payment or benefit under the Plan will become effective prior to the first anniversary of the date on which written notice of such amendment, modification, suspension or termination was provided to the Participant, and if such amendment, modification, suspension or termination was effected (i) on the day of or subsequent to the Change in Control, (ii) prior to the Change in Control, but at the request of any third party participating in or causing a Change in Control or (iii) otherwise in connection with, in relation to, or in anticipation of a Change in Control, such amendment, modification, suspension or termination will not become effective until the second anniversary of the Change in Control; and
(c) the Board’s right to amend, modify, suspend or terminate the Plan is subject to the requirements of Section 409A to the extent such requirements apply to the Plan.
21. Waivers. The Participant’s or the Company’s failure to insist upon strict compliance with any provision of the Plan or the failure to assert any right the Participant or the Company may have hereunder, including, without limitation, the right of the Participant to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision
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or right under the Plan. However, the preceding sentence does not override the time limitations set forth in the last sentence of Section 6(f).
22. Validity. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, and such other provisions shall remain in full force and effect to the extent permitted by law.
23. Governing Law. To the extent not preempted by federal law, all questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Delaware without regard to the conflict of laws principles thereof.
24. Section 409A.
(a) General. It is intended that payments and benefits made or provided under this Plan shall not result in penalty taxes or accelerated taxation pursuant to Section 409A, and the Plan shall be interpreted and administered in accordance with that intent; however, the Company shall not be responsible for any such taxes. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A. In no event may a Participant, directly or indirectly, designate the calendar year of any payment under this Plan. Despite any contrary provision of this Plan, any references to “termination of employment” or “Date of Termination” or similar term shall mean and refer to the date of a Participant’s “separation from service,” as that term is defined in Section 409A and Treasury regulation Section 1.409A-1(h).
(b) Delay of Payment. Notwithstanding any other provision of this Plan to the contrary, if a Participant is considered a “specified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the termination date), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to a Participant under this Plan during the six (6)- month period immediately following a Participant’s separation from service (as determined in accordance with Section 409A) on account of a Participant’s separation from service shall be accumulated and paid to such Participant on the first (1st) business day of the seventh (7th) month following such Participant’s separation from service (the “Delayed Payment Date”). If such Participant dies during the postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal representative of such Participant’s estate on the first to occur of the Delayed Payment Date or thirty (30) calendar days after the date of his or her death.
(c) Reimbursement and In-Kind Benefits. Notwithstanding anything to the contrary in this Plan, all reimbursements and in-kind benefits provided under this Plan that are subject to Section 409A shall be made in accordance with the requirements of Section 409A, including,
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where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Participant’s lifetime (or during such other period of time specified in this Plan); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
25. Headings. The headings and paragraph designations of the Plan are included solely for convenience of reference and shall in no event be construed to affect or modify any provisions of the Plan.
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Exhibit A
Release of Claims and Restrictive Covenant Agreement
This Release of Claims and Restrictive Covenant Agreement (this “Agreement”) is entered into by you [_______________] and Cars.com Inc. (the “Company”) in connection with your separation from employment with the Company and in accordance with the Cars.com Inc. Change in Control Severance Plan (the “Plan”). Capitalized terms used and not defined herein shall have the meanings provided in the Plan. You and the Company agree to the following:
(1) Date of Termination. Your final day as an employee of the Company is _______________, 20_____ (the “Date of Termination”).
(2) Severance Amount. Provided that you execute this Agreement, do not later revoke your acceptance, and that this Agreement becomes effective on or before _______________, 20_____, you will receive (a) a lump sum cash payment in the amount of $_______________, less legally-required withholdings, payable on _______________ and (b) outplacement services as described in Section 7(b)(v) of the Plan.
(3) Release Deadline. You will receive the benefits described in paragraph 2 above only if you sign this Agreement on or before _______________, 20_____. In exchange for and in consideration of the benefits offered to you by the Company in paragraph 2 above, you agree to the terms of this Agreement.
(4) Release of Claims. You agree that this is a full and complete Release of Claims. Accordingly, you and the Company agree as follows:
(a) The Release of Claims means that you agree to give up forever any and all legal claims, or causes of actions, you may have, or think you have, against the Company, any of its subsidiaries, related or affiliated companies, including any predecessor or successor entities, and their respective directors, officers, and employees (collectively, the “Company Parties”). This Release of Claims includes all legal claims that arose at any time before or at the time you sign this Agreement; it also includes those legal claims of which you know and are aware, as well as any legal claims of which you may not know or be aware, including claims for breach of contract, claims arising out of any employment agreement you may have or under the Plan, claims of intentional or negligent infliction of emotional distress, defamation, breach of implied covenant of good faith and fair dealing, and any other claim arising from, or related to, your employment by the Company.
Notwithstanding the foregoing, by executing this Release of Claims, you will not forfeit or release your right to receive your vested benefits under a qualified retirement plan, the Cars.com Share Appreciation Rights Plan, or the Cars.com, LLC Long Term Incentive (but you will forfeit your right to receive any further severance or annual bonus award); your vested outstanding awards under the Omnibus Incentive Compensation Plan comprised of [specify any outstanding vested awards]; any rights to indemnification and advancement of expenses under the Company’s By-laws and/or directors’ and officers’ liability insurance policies; any other rights under the Plan that are intended to survive a termination of employment; or any legal claims or causes of action arising out of actions allegedly taken by the Company after the date of your execution of this Agreement;
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any rights you have under applicable workers compensation laws; any benefits or monies paid in the normal course to employees separating from employment such as payment of accrued but unused vacation and reimbursement of valid and appropriate business expenses; or any other claims that cannot lawfully be released. The matters referenced in this paragraph are referred to as the “Excluded Matters.”
(b) Several laws of the United States and of the State of Illinois create claims for employees in various circumstances. These laws include the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Americans With Disabilities Act, the Genetic Information Non-discrimination Act, and the Virginia Human Rights Act. Several of these laws also provide for the award of attorneys’ fees to a successful plaintiff. You agree that this Release of Claims specifically includes any possible claims under any of these laws or similar state and federal laws, including any claims for attorneys’ fees.
(c) By referring to specific laws we do not intend to limit the Release of Claims to just those laws. All legal claims for money damages, or any other relief that relate to or are in any way connected with your employment with the Company or any of its subsidiaries, related or affiliated companies, are included within this Release of Claims, even if they are not specifically referred to in this Agreement. The only legal claims that are not covered by this Release of Claims are the Excluded Matters.
(d) Except for the Excluded Matters, we agree that neither party will say later that some particular legal claim or claims are not covered by this Release of Claims because we or you were unaware of the claim or claims, because such claims were overlooked, or because you or we made an error.
(e) You specifically confirm that, as far as you know, no one has made any legal claim in any federal, state or local court or government agency relating to your employment, or the ending of your employment, with the Company. If, at any time in the future, such a claim is made by you, or someone acting on behalf of you , or by some other person or a governmental agency, you agree that you will be totally and completely barred from recovering any money damages or remedy of any kind, except in the case of any legal claims or causes of action arising out of any of the Excluded Matters. This provision is meant to include claims that are solely or in part on your behalf, or claims which you have or have not authorized.
(f) This Agreement, and the Release of Claims, will not prevent you from filing any future administrative charges with the United States Equal Employment Opportunity Commission (“EEOC”) or a state fair employment practices (“FEP”) agency, nor from participating in or cooperating with the EEOC or a state FEP agency in any investigation or legal action undertaken by the EEOC or a state FEP agency. However, this Agreement, and the Release of Claims, does mean that you may not collect any monetary damages or receive any other remedies from charges filed with or actions by the EEOC or a state FEP agency. This Agreement and the Release of Claims do not prohibit you from participating in an investigation, filing a charge or otherwise communicating with any federal, state or local government office, official or agency, including, but not limited to, the Department of Labor, National Labor Relations Board, or the
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Securities and Exchange Commission. Nothing in this Agreement shall prohibit you from seeking and obtaining a whistleblower award from a government agency, as provided for, protected under or warranted by applicable law, including Section 21F of the Securities Exchange Act of 1934, as amended.
(5) Restrictive Covenants.
(a) [You hereby reaffirm the Restrictive Covenant Agreement you previously entered into (a copy of which is attached to this Agreement). The Company and you agree that if you qualify for benefits under the Plan and this Agreement becomes effective, the non-competition provision within such Restrictive Covenant Agreement shall apply to no more than six entities specified by the Company no later than 10 days after the Date of Termination.] [You understand and agree that the relationship between the Company and each of its employees constitutes a valuable asset of the Company and may not be converted to your own use. Accordingly, you hereby agree that for a period of twelve (12) months after the Date of Termination (the “Restricted Period”), you shall not use Confidential and Proprietary Information (as defined below) to, directly or indirectly, on your own behalf or on behalf of another person, solicit or induce any employee of the Company or its affiliates to terminate his or her employment relationship with the Company or any affiliate of the Company or to enter into employment with another person or entity. The foregoing shall not apply to employees who respond to solicitations of employment directed to the general public or who seek employment at their own initiative.
(b) You agree that you will not make any statements, oral or written, or cause or allow to be published in your name, or under any other name, any statements, interviews, articles, books, web logs, editorials or commentary (oral or written) that are critical or disparaging of the Company, its affiliates, or any of their operations, or any of their officers, employees or directors.
(c) During the course of your employment and as part of the performance of your various duties you came into the possession of information which the Company or its affiliates consider to be confidential and information which is not generally disclosed or made known to the trade or public. This includes, but is not limited to, information bearing on strategic planning, finances, shareholder matters, budgets, audience, research, marketing, personnel, management of the company and its affiliated companies, and relationships with customers, advertisers, vendors and suppliers (collectively, “Confidential and Proprietary Information”). You agree that unless duly authorized in writing by the Company, you will not at any time divulge or use in connection with any business activity any trade secrets or Confidential and Proprietary Information first acquired by you during and by virtue of your employment with the Company or its affiliates. You agree that you will not retain any copies of such materials, whether in hard copy or electronic copy, and will not use or disclose to anyone any such Confidential and Proprietary Information or trade secret information, in any form. The restriction set forth in this paragraph 5(c) shall last for ten (10) years after the termination of your employment with the Company for Confidential and Proprietary Information generally, and shall be perpetual for any information that is a trade secret, or for so long as the material is a trade secret under applicable law.]
(ii) The U.S. Defend Trade Secrets Act of 2016 (the “DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret
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law for the disclosure of a trade secret that (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.
(iii) Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination, any other conduct that you have reason to believe is unlawful. Additionally, nothing in this Agreement precludes you from disclosing factual information regarding acts of sexual assault, sexual harassment, sex discrimination, failure to prevent work place harassment or discrimination based on sex, retaliation for reporting harassment or discrimination based on sex, or any other information specified in California Code of Civil Procedure § 1001.
(d) You acknowledge that a breach of this paragraph 5 would cause irreparable injury and damage to the Company which could not be reasonably or adequately compensated by money damages. Accordingly, you acknowledge that the remedies of injunction and specific performance shall be available in the event of such a breach, and the non-breaching party shall be entitled to money damages, costs and attorneys’ fees, and other legal or equitable remedies, including an injunction pending trial, without the posting of bond or other security. Any period of restriction set forth in this paragraph 5 shall be extended for a period of time equal to the duration of any breach or violation thereof.
(e) In the event of your breach of this paragraph 5, in addition to the injunctive relief described above, the Company’s remedy shall include the forfeiture and return to the Company of any payment made to you or on your behalf under paragraph 2 above.
(f) In the event that any provision of this paragraph 5 is held to be in any respect an unreasonable restriction, then the court so holding may modify the terms thereof, including the period of time during which it operates or the geographic area to which it applies, or effect any other change to the extent necessary to render this paragraph 5 enforceable, it being acknowledged by the parties that the representations and covenants set forth herein are of the essence of this Agreement.
(6) Entire Agreement. You agree that this Agreement contains all of the details of the agreement between you and the Company with respect to the subject matter hereof. Nothing has been promised to you, either in some other written document or orally, by the Company or any of its officers, employees or directors, that is not included in this Agreement.
(7) No Admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of Company Parties.
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(8) Governing Law and Venue. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. The parties agree to submit to the jurisdiction of the federal and state courts sitting in Delaware, for all purposes relating to the validity, interpretation, or enforcement of this Agreement.
(9) Time to Consider; Effectiveness. Please review this Agreement carefully. We advise you to talk with an attorney before signing this Agreement. So that you may have enough opportunity to think about this offer, you may keep this Agreement for [21(if not a group termination under ADEA)] [45 (if a group termination under ADEA) ] days from the date of termination of your employment. You acknowledge that this Agreement was made in connection with your participation in the Plan and was available to you both prior to and immediately at the time of your termination of employment. For that reason you acknowledge and agree that the [21-day][45-day] consideration period identified in this paragraph commenced to run, without any further action by the Company immediately upon your being advised of the termination of your employment. Consequently, if you desire to execute this Agreement, you must do so no later than _______________, 20_____. Should you accept all the terms by signing this Agreement on or before _______________, 20_____, you may nevertheless revoke this Agreement within seven (7) days after signing it by notifying ____________________ in writing of your revocation. We will provide a courtesy copy to your attorney, if you retain one to represent you and request us to do so. If you choose to retain counsel to review and advise you concerning this Agreement that shall be considered a personal expense on your part and not be reimbursed or indemnified. If you wish to accept this Agreement, please confirm your acceptance of the terms of the Agreement by signing the original of this Agreement in the space provided below. The Agreement will become effective, and its terms will be carried out beginning on the day following the seven (7)-day revocation period (“Release Effective Date”).
(10) Knowing and Voluntary. By signing this Agreement you agree that you have carefully read this Agreement and understand its terms. You also agree that you have had a reasonable opportunity to think about your decision, to talk with an attorney or advisor of your choice, that you have voluntarily signed this Agreement, and that you fully understand the legal effect of signing this Agreement.
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CARS.COM INC. |
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CARS.COM INC.
EXECUTIVE SEVERANCE PLAN
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TABLE OF CONTENTS
Page
1. Purpose of Plan 1 |
2. Certain Defined Terms 1 |
3. Eligible Employees 2 |
4. Term of the Plan 2 |
5. Administration of the Plan 2 |
6. Amendment or Termination of Plan 2 |
7. Benefits under this Plan 2 |
8. Release Requirement 3 |
9. Timing and Form of Payment of Severance Amount 3 |
10. No Mitigation/Offset 4 |
11. Legal Expenses 4 |
12. Claims Procedure 4 |
13. Appeals Procedure 4 |
14. Statute of Limitations 5 |
15. Severability; Waiver 5 |
16. Employment Status 5 |
17. Tax Withholdings 5 |
18. Section 409A. 5 |
19. Successors 6 |
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Cars.com Inc.
Executive Severance Plan
1. Purpose of Plan. The purpose of this Cars.com Inc. Executive Severance Plan (the “Plan”) is to provide a select group of management or highly compensated employees (within the meaning of ERISA) who are designated as Participants in the Plan severance benefits in the event of certain involuntary terminations of employment.
2. Certain Defined Terms. Certain terms used herein have the definitions given to them in the first place in which they are used, and all other defined terms have the meanings set forth below in this Section 2.
(a) “Annual Base Salary” means a Participant’s regular rate of annual base salary as in effect immediately preceding such Participant’s Qualifying Termination.
(b) “Board” means the Company’s Board of Directors.
(c) “Cause” means a termination of a Participant’s employment following the occurrence of any of the following events, each of which shall constitute a “Cause” for such termination:
(i) any material misappropriation of funds or property of the Company or its affiliate by the Participant;
(ii) unreasonable and persistent neglect or refusal by the Participant to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company;
(iii) conviction, including a plea of guilty or of nolo contendere, of the Participant of a securities law violation or a felony; or
(iv) material violation of the Company’s employment policies by a Participant.
(d) “Committee” means the Compensation Committee of the Board of Directors of the Company.
(e) “Company” means Cars.com Inc.
(f) “ERISA” means the Employee Retirement Income Security Act of 1974.
“Qualifying Termination” means an involuntary termination of a Participant’s employment by the Company (other than for Cause). Any determination as to whether a termination is a Qualifying Termination shall be made in the reasonable, good faith discretion of the Committee. In no event shall a Participant’s voluntary termination or a termination due to a Participant’s death or disability constitute a Qualifying Termination under this Plan. Additionally, a Qualifying Termination shall not occur if the Participant’s employment is terminated in connection with a restructuring, reorganization, redundancy, merger, acquisition, sale, spinoff, outsourcing, transfer, or other similar condition or transaction, in such circumstances where the
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Participant is offered employment by the Company, a successor organization or other entity related to the transaction with an Annual Base Salary that is not materially less than that paid to the Participant prior to such change. The Company shall provide written notice of the Qualifying Termination, and the date of a Qualifying Termination shall be the Participant’s separation from service with the Company in accordance with the notice.
(h) “Severance Multiple” means (i) with respect to a Participant who is the Chief Executive Officer of the Company, one and one half (1.5) and (ii) with respect to any other Participant, such number from one half (.5) to one (1.0), as designated by the Committee.
3. Eligible Employees. This Plan shall apply solely with respect to the Company’s key employees who are designated by the Board or the Committee as participants (the “Participants”). The Board or the Committee shall also designate the Severance Multiple of each Participant who is not the Chief Executive Officer of the Company. Designation as a Participant shall be effective as of the date of such Board or Committee action. The Committee and the Board reserve the right to add new Participants or terminate the participation of a Participant at any time and in its sole discretion, but a Participant may not be removed from participation in the Plan or have the Participant’s Severance Multiple reduced without at least six (6) months’ advance notice.
4. Term of the Plan. This Plan was originally effective as of June 1, 2017 (the “Effective Date”), and most recently amended as of June 5, 2024, and shall continue until the Committee terminates the Plan. The termination of the Plan shall not affect any unsatisfied obligations under this Plan that have arisen prior to the termination with respect to Participants who have received notice of a Qualifying Termination prior to the termination.
5. Administration of the Plan. This Plan shall be administered by the Committee or its designee. All actions taken and all determinations by the Committee shall be final and binding on all persons claiming any interest in or under this Plan.
6. Amendment or Termination of Plan. Following the Effective Date, the Committee and the Board reserve the right to amend or terminate the Plan at any time, but the amendment or termination of this Plan shall not affect any obligations under this Plan that have arisen prior to the date of such amendment or termination and no reduction in the benefits under this Plan through a plan amendment or plan termination shall become effective unless the Company provides at least six (6) months’ advance written notice to the affected Participants.
7. Benefits under this Plan. Upon a Qualifying Termination, a Participant shall, subject to the terms and conditions of this Plan including Section 8, be entitled to receive the following (the “Severance Benefits”):
(a) a severance payment (the “Severance Amount”) equal to the Participant’s Severance Multiple multiplied by the sum of: (i) the Participant’s Annual Base Salary, plus (ii) the average annual bonus the Participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the Qualifying Termination occurs. For purposes of this subsection, “average annual bonus the Participant earned with respect to the three fiscal years immediately prior” is calculated for any fiscal year prior to the Participant’s commencement of employment by using Participant’s target bonus percentage with respect to Participant’s first full fiscal year of employment and, to the extent such bonus for the first full fiscal year was prorated,
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annualizing the annual bonus earned with respect the fiscal year in which the Participant commenced employment.
(b) an amount equal to the monthly COBRA cost of the Participant’s medical and dental coverage in effect as of the Termination Date multiplied by (i) 18 for a Participant who is the Chief Executive Officer, (ii) 12 for those Participants with a Severance Multiple of 1.0, (iii) 6 for those Participants with a Severance Multiple of 0.5, and (iv) a prorated number between 6 and 12 for those Participants with a Severance Multiple between 0.5 and 1.0.
(c) for stock-based awards, unless specifically provided otherwise in the award document at the time of grant, service credit and continued vesting in such awards for the 12-month period following a Qualifying Termination except that for the Company’s Chief Executive Officer the service credit and continued vesting shall be for the 18-month period following a Qualifying Termination and shall apply only to stock-based awards granted on or after November 2, 2016 with prior stock-based awards for the Company’s Chief Executive Officer subject to the terms of any prior employment agreement. The stock-based awards that become payable because of such service credit and continued vesting shall be paid at the same time such awards would have been paid if the Participant had remained employed for such period but no earlier than the payment date set forth in Section 9 for the Severance Amount.
(d) a prorated portion of the Participant’s annual bonus for the fiscal year in which the Participant is terminated based on actual performance and paid at the time that annual bonuses are paid to similarly situated executives but no earlier than the payment date set forth in Section 9 for the Severance Amount.
In addition, a Participant shall be paid in accordance with normal payroll practices all earned but unpaid compensation, accrued vacation and accrued but unreimbursed expenses required to be reimbursed through the date of termination (the “Accrued Obligations”).
Notwithstanding the foregoing, in the event that a Participant experiences a Qualifying Termination under circumstances that entitle the Participant to compensation and benefits under the Company’s Change in Control Severance Plan, the Participant shall receive compensation and benefits under the Company’s Change in Control Severance Plan and not under this Plan.
8. Release Requirement. A Participant shall not be entitled to the Severance Benefits unless the Participant has signed and not revoked, within (i) 30 days after the date of such Participant’s Qualifying Termination if such termination is not treated as part of a group termination under the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit Protection Act (“ADEA”) or (ii) 55 days after the date of such Participant’s Qualifying Termination if such termination is treated as part of a group termination under ADEA, a release and covenant agreement in the form attached hereto as Exhibit A (the “Release and Restrictive Covenant Agreement”) or such other form that the Committee deems appropriate. The Participant shall forfeit all rights under this Plan if such Release and Restrictive Covenant Agreement is not executed and irrevocable by that date.
9. Timing and Form of Payment of Severance Amount. Subject to the Release and Restrictive Covenant Agreement becoming effective and irrevocable on the Release Effective Date (as defined in Exhibit A) after the Participant’s Qualifying Termination, the Severance Amount
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shall be payable in a lump sum on the 5th business day after the Release Effective Date except to the extent required by Section 409A, if the period to execute the Release and Restrictive Covenant Agreement spans two calendar years, the payment shall be made on the later of the 5th business day after the Release Effective Date or the first business day of such second calendar year.
10. No Mitigation/Offset. A Participant shall not be required to mitigate damages or the amount of any payment provided for under this Plan by seeking other employment or otherwise, nor shall any payments hereunder be subject to offset in respect of any claims that the Company may have against a Participant, nor shall the amount of any payment provided for under this Plan be reduced by any compensation earned as a result of such Participant’s employment with another employer.
11. Legal Expenses. If, with respect to any alleged failure by the Company to comply with the terms of this Plan, a Participant institutes or responds to legal action to assert or defend the validity of, enforce his or her rights under, or recover damages for breach of the terms of this Plan or, following termination of employment, the Release and Restrictive Covenant Agreement, and thereafter the Company is found in a judgment no longer subject to review or appeal to have breached this Plan or, following termination of employment, the Release and Restrictive Covenant Agreement in any material respect, then the Company shall indemnify the Participant for his or her reasonable attorneys’ fees and costs in connection with such legal action and such indemnification payment shall be made within 60 days after such judgment.
12. Claims Procedure. Any Participant who believes that he or she is entitled to any payment under this Plan may submit a claim in writing (including through an authorized representative) to the Committee. If the Committee denies the claim (in full or in part), it shall provide the claimant with a written or electronic notice explaining the specific reasons for the denial and referring to the provisions of this Plan on which the denial is based. The notice shall also describe any additional material or information needed to support the claim and an explanation of why such material or information is necessary. In addition, the notice shall contain a description of this Plan’s procedures for appealing the denial and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. The denial notice shall be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension shall be given within the initial 90-day period. This notice of extension shall indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render its decision on the claim.
13. Appeals Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Committee for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit written comments, documents, records, and other information relating to the claim. The Committee shall conduct a full and fair review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Committee shall provide written or electronic notice of the decision on review within 60 days after it receives a
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review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) shall be given written notice of the reason for the delay prior to the expiration of the initial 60-day period. This notice of extension shall indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render its decision. In the case of an adverse decision on review, the Committee shall provide the claimant with a written notice explaining the specific reasons for the adverse decision and referring to the provisions of this Plan on which the adverse decision is based. The notice shall also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.
14. Statute of Limitations. No legal action for benefits under the Plan may be brought by any person before completing and exhausting the claims and appeals procedures contained in Section 12 and Section 13. In addition, no legal action may be commenced later than one year from the claimant’s receipt of the final decision on appeal.
15. Severability; Waiver. If any provision of this Plan or the application thereof is held invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any other provisions of this Plan which can be given effect without the invalid or unenforceable provision, and to this end the provisions of this Plan are to be severable. No waiver by either party of any breach by the other party of any provision or conditions of this Plan shall be deemed to be a waiver of any other provision or condition at the same or any prior or subsequent time.
16. Employment Status. This Plan does not constitute a contract of employment or impose on a Participant or the Company or its subsidiaries any obligation to retain the Participant as an employee or change the status of such Participant’s employment to anything other than “at will.” The Company reserves the right to terminate a Participant for any or no reason at its convenience.
17. Tax Withholdings. The Company may withhold from any payments due to a Participant hereunder, such amounts as the Company may determine are required to be withheld under applicable federal, state and local tax laws.
18. Section 409A.
(a) General. It is intended that payments and benefits made or provided under this Plan shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Plan shall be interpreted and administered in accordance with that intent; however, the Company shall not be responsible for any such taxes. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment under this Plan. Despite any contrary provision of this Plan, any references to termination of employment or date of termination shall mean and refer to the date of
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a Participant’s “separation from service,” as that term is defined in Section 409A of the Code and Treasury regulation Section 1.409A-1(h).
(b) Delay of Payment. Notwithstanding any other provision of this Plan to the contrary, if a Participant is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the termination date), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to a Participant under this Plan during the six (6)-month period immediately following a Participant’s separation from service (as determined in accordance with Section 409A of the Code) on account of a Participant’s separation from service shall be accumulated and paid to such Participant on the first (1st) business day of the seventh (7th) month following such Participant’s separation from service (the “Delayed Payment Date”). If such Participant dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of such Participant’s estate on the first to occur of the Delayed Payment Date or thirty (30) calendar days after the date of his or her death.
19. Successors. This Plan shall be binding upon the successors and assigns of the Company.
20. Governing Law. This Plan shall be governed by and construed under and in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
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Exhibit A
Release of Claims and Restrictive Covenant Agreement
This Release of Claims and Restrictive Covenant Agreement (this “Agreement”) is entered into by you [____________________] and Cars.com Inc. (the “Company”) in connection with your separation from employment with the Company and in accordance with the Cars.com Inc. Executive Severance Plan (the “Plan”). Capitalized terms used and not defined herein shall have the meanings provided in the Plan. You and the Company agree to the following:
(1) Date of Termination. Your final day as an employee of the Company is _______________, 20_____ (the “Date of Termination”).
(2) Severance Benefits. Provided that you execute this Agreement, do not later revoke your acceptance, and that this Agreement becomes effective and non-revocable on or before _______________, 20_____, you will receive (a) a lump sum cash payment in the amount of $__________, less legally-required withholdings, payable on __________, (b) continued service credit and vesting for [12][18] months in the following stock-based awards ____________ and (c) a prorated portion of the annual bonus, if any, for the year in which your employment is terminated based on actual performance and paid at the time that annual bonuses are paid to similarly situated key employees.
(3) Release Deadline. You will receive the benefit described in paragraph 2 above only if you sign this Agreement on or before _______________, 20_____. In exchange for and in consideration of the benefits offered to you by the Company in paragraph 2 above, you agree to the terms of this Agreement.
(4) Release of Claims. You agree that this is a full and complete Release of Claims. Accordingly, you and the Company agree as follows:
(a) The Release of Claims means that you agree to give up forever any and all legal claims, or causes of actions, you may have, or think you have, against the Company, any of its subsidiaries, related or affiliated companies, including any predecessor or successor entities, and their respective directors, officers, and employees (collectively, the “Company Parties”). This Release of Claims includes all legal claims that arose at any time before or at the time you sign this Agreement; it also includes those legal claims of which you know and are aware, as well as any legal claims of which you may not know or be aware, including claims for breach of contract, claims arising out of any employment agreement you may have or under the Plan, claims of intentional or negligent infliction of emotional distress, defamation, breach of implied covenant of good faith and fair dealing, and any other claim arising from, or related to, your employment by the Company.
Notwithstanding the foregoing, by executing this Release of Claims, (i) you will not forfeit or release your right to receive your vested benefits under a qualified retirement plan, the Cars.com Share Appreciation Rights Plan, or the Cars.com, LLC Long Term Incentive (but you will forfeit your right to receive any further severance or annual bonus award); your vested outstanding awards under the Cars.com, Inc. Omnibus Incentive Compensation Plan comprised of [specify any outstanding vested awards] any rights to indemnification and advancement of
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expenses under the Company’s By-laws and/or directors’ and officers’ liability insurance policies; any other rights under the Plan that are intended to survive a termination of employment; any legal claims or causes of action arising out of actions allegedly taken by the Company after the date of your execution of this Agreement; any rights you have under applicable workers compensation laws; any benefits or monies paid in the normal course to employees separating from employment such as payment of accrued but unused vacation and reimbursement of valid and appropriate business expenses; or any other claims that cannot lawfully be released. The matters referenced in this paragraph are referred to as the “Excluded Matters.”
(b) Several laws of the United States and of the State of Illinois create claims for employees in various circumstances. These laws include the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Americans With Disabilities Act, the Genetic Information Non-discrimination Act, and the Virginia Human Rights Act. Several of these laws also provide for the award of attorneys’ fees to a successful plaintiff. You agree that this Release of Claims specifically includes any possible claims under any of these laws or similar state and federal laws, including any claims for attorneys’ fees.
(c) By referring to specific laws we do not intend to limit the Release of Claims to just those laws. All legal claims for money damages, or any other relief that relate to or are in any way connected with your employment with the Company or any of its subsidiaries, related or affiliated companies, are included within this Release of Claims, even if they are not specifically referred to in this Agreement. The only legal claims that are not covered by this Release of Claims are the Excluded Matters.
(d) Except for the Excluded Matters, we and you agree that neither party will say later that some particular legal claim or claims are not covered by this Release of Claims because we or you were unaware of the claim or claims, because such claims were overlooked, or because you or we made an error.
(e) You specifically confirm that, as far as you know, no one has made any legal claim in any federal, state or local court or government agency relating to your employment, or the ending of your employment, with the Company. If, at any time in the future, such a claim is made by you, or someone acting on behalf of you, or by some other person or a governmental agency, you agree that you will be totally and completely barred from recovering any money damages or remedy of any kind, except in the case of any legal claims or causes of action arising out of any of the Excluded Matters. This provision is meant to include claims that are solely or in part on your behalf, or claims which you have or have not authorized.
(f) This Agreement, and the Release of Claims, will not prevent you from filing any future administrative charges with the United States Equal Employment Opportunity Commission (“EEOC”) or a state fair employment practices (“FEP”) agency, nor from participating in or cooperating with the EEOC or a state FEP agency in any investigation or legal action undertaken by the EEOC or a state FEP agency. However, this Agreement, and the Release of Claims, does mean that you may not collect any monetary damages or receive any other remedies from charges filed with or actions by the EEOC or a state FEP agency. This Agreement
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and the Release of Claims do not prohibit you from participating in an investigation, filing a charge or otherwise communicating with any federal, state or local government office, official or agency, including, but not limited to, Department of Labor, National Labor Relations Board, or the Securities and Exchange Commission. Nothing in this Agreement shall prohibit you from seeking and obtaining a whistleblower award from a government agency, as provided for, protected under or warranted by applicable law, including Section 21F of the Securities Exchange Act of 1934, as amended.
(5) Restrictive Covenants.
(a) [You hereby reaffirm the Restrictive Covenant Agreement you previously entered into (a copy of which is attached to this Agreement).] [You agree that in consideration for the payment under paragraph 2 above, for a period of twelve (12) months after the Date of Termination (the “Restricted Period”), you will not, without the written consent of the Company, obtain or seek a position with a Competitor (as defined below) in which you will use or are likely to use any Confidential and Proprietary Information or trade secrets of the Company or its affiliates including, but not limited to, a position in which you would have duties for such Competitor within the United States that involve Competitive Services (as defined below) and that are the same or similar to those duties actually performed by you for the Company. The provisions set forth in this paragraph 5(a) shall not apply to you if at the time of termination you are a resident of California. You agree that if you are a resident of Massachusetts that the severance payments described in Section 7 of the Plan constitute the Garden Leave consideration required by Massachusetts Statute Chapter 149, Section 24L(b)(vii).
(b) You understand and agree that the relationship between the Company and each of its employees constitutes a valuable asset of the Company and may not be converted to your own use. Accordingly, you hereby agree that during the Restricted Period, you shall not use Confidential and Proprietary Information (as defined below) to, directly or indirectly, on your own behalf or on behalf of another person, solicit or induce any employee of the Company or any affiliate of the Company to terminate his or her employment relationship with the Company or any affiliate of the Company or to enter into employment with another person or entity. The foregoing shall not apply to employees who respond to solicitations of employment directed to the general public or who seek employment at their own initiative.
(c) For purposes of this paragraph 5, “Competitive Services” means the business of selling or otherwise providing a national searchable online resource to individuals and businesses seeking to purchase, sell or lease (other than short-term rentals) passenger cars or light trucks through internet websites or digital platforms (including in conjunction with any competitive platform or business listed in the last sentence of this paragraph 5(c)) or selling or otherwise providing to third parties through such websites or platforms products and services substantially equivalent to those included in the Customer Packages offered by the Company and “Competitor” means any individual or any entity or enterprise engaged, wholly or in part, in Competitive Services. The parties acknowledge that the Company or its affiliates may from time to time during the term of this Agreement change or increase the line of goods or services they provide, and you agree to amend this Agreement from time to time to include such different or additional goods and services to the definition of “Competitive Services” for purposes of this paragraph 5. The following is intended to constitute a nonexclusive list of National Restricted
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Businesses: ADP/Cobalt, AOL Autos, Autobytel/AutoUSA, Autolist, Autotrader.com, CarFax/HIS, CarGurus, CarsDirect/Internet Brands, CarsforSale.com, CarSoup.com, DealerTrack/Dealer.com, eBay Motors, Edmunds.com, KBB.com, LotLinx, MSN Autos, TrueCar, Yahoo! Autos.]
(d) During the course of your employment and as part of the performance of your various duties you came into the possession of information which the Company or its affiliates consider to be Confidential and Proprietary Information and which is not generally disclosed or made known to the trade or public. This includes, but is not limited to, information bearing on strategic planning, finances, shareholder matters, budgets, audience, research, marketing, personnel, management of the company and its affiliated companies, and relationships with advertisers, vendors and suppliers (collectively, “Confidential and Proprietary Information”). You agree that unless duly authorized in writing by the Company, you will not at any time divulge or use in connection with any business activity any trade secrets or confidential and proprietary information first acquired by you during and by virtue of your employment with the Company or its affiliates. You agree that you will not retain any copies of such materials, whether in hard copy or electronic copy, and will not use or disclose to anyone any such Confidential or Proprietary Information, or trade secret information, in any form. The restriction set forth in this paragraph 5(d) shall last for ten (10) years after the termination of your employment with the Company for Confidential and Proprietary Information generally, and shall be perpetual for any information that is a trade secret, or for so long as the material is a trade secret under applicable law.
(i) The U.S. Defend Trade Secrets Act of 2016 (the “DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.
(iii) Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination, any other conduct that you have reason to believe is unlawful. Additionally, nothing in this Agreement precludes you from disclosing factual information regarding acts of sexual assault, sexual harassment, sex discrimination, failure to prevent work place harassment or discrimination based on sex, retaliation for reporting harassment or discrimination based on sex, or any other information specified in California Code of Civil Procedure § 1001.
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(e) You agree that you will not make any statements, oral or written, or cause or allow to be published in your name, or under any other name, any statements, interviews, articles, books, web logs, editorials or commentary (oral or written) that are critical or disparaging of the Company, the Company’s affiliates, or any of their operations, or any of their officers, employees or directors.
(f) You agree that due to your position of trust and confidence the restrictions contained in this paragraph 5 are reasonable, and the benefits conferred on you in this Agreement are adequate consideration, and since the nature of the Company’s business is national in scope, the geographic restriction herein is reasonable.
(g) You acknowledge that a breach of this paragraph 5 would cause irreparable injury and damage to the Company which could not be reasonably or adequately compensated by money damages. Accordingly, you acknowledge that the remedies of injunction and specific performance shall be available in the event of such a breach, and the non- breaching party shall be entitled to money damages, costs and attorneys’ fees, and other legal or equitable remedies, including an injunction pending trial, without the posting of bond or other security. Any period of restriction set forth in this paragraph 5 shall be extended for a period of time equal to the duration of any breach or violation thereof.
(h) In the event of your breach of this paragraph 5, in addition to the injunctive relief described above, the Company’s remedy shall include the forfeiture or return to the Company of any payment made or due to you or on your behalf under paragraph 2 above.
(i) In the event that any provision of this paragraph 5 is held to be in any respect an unreasonable restriction, then the court so holding may modify the terms thereof, including the period of time during which it operates or the geographic area to which it applies, or effect any other change to the extent necessary to render this paragraph 5 enforceable, it being acknowledged by the parties that the representations and covenants set forth herein are of the essence of this Agreement.
(6) Cooperation. You agree to fully cooperate and assist the Company in the defense of any investigations, claims, charges, arbitrations, grievances, or lawsuits brought against the Company or any of its operations, or any officers, employees or directors the Company or any of its operations, as to matters of which you have personal knowledge necessary, in the Company’s judgment, for the defense of the action. You agree to provide such assistance reasonably consistent with the requirements of your other obligations and the Company agrees to pay your reasonable out-of-pocket expenses incurred in connection with this assistance and such expenses will be paid in accordance with Treasury Regulation 1.409A-3(i)(1)(iv)(A).
(7) Entire Agreement. You agree that this Agreement contains all of the details of the agreement between you and the Company with respect to the subject matter hereof. Nothing has been promised to you, either in some other written document or orally, by the Company or any of its officers, employees or directors, that is not included in this Agreement.
(8) No Admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of Company Parties.
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(9) Governing Law and Venue. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. The parties agree to submit to the jurisdiction of the federal and state courts sitting in Delaware, for all purposes relating to the validity, interpretation, or enforcement of this Agreement.
(10) Time to Consider; Effectiveness. Please review this Agreement carefully. We advise you to talk with an attorney before signing this Agreement. So that you may have enough opportunity to think about this offer, you may keep this Agreement for [21(if not a group termination under ADEA)][45 (if a group termination under ADEA)] days from the date of termination of your employment. You acknowledge that this Agreement was made in connection with your participation in the Plan and was available to you both prior to and immediately at the time of your termination of employment. For that reason you acknowledge and agree that the [21-day]][45-day] consideration period identified in this paragraph commenced to run, without any further action by the Company immediately upon your being advised of the termination of your employment. Consequently, if you desire to execute this Agreement, you must do so no later than _______________, 20_____. Should you accept all the terms by signing this Agreement on or before _______________, 20_____, you may nevertheless revoke this Agreement within seven (7) days after signing it by notifying ____________________ in writing of your revocation. We will provide a courtesy copy to your attorney, if you retain one to represent you and you request us to do so. If you choose to retain counsel to review and advise you concerning this Agreement that shall be considered a personal expense on your part and not be reimbursed or indemnified. If you wish to accept this Agreement, please confirm your acceptance of the terms of the Agreement by signing the original of this Agreement in the space provided below. The Agreement will become effective, and its terms will be carried out beginning on the day following the seven (7)-day revocation period (“Release Effective Date”).
(11) Knowing and Voluntary. By signing this Agreement you agree that you have carefully read this Agreement and understand its terms. You also agree that you have had a reasonable opportunity to think about your decision, to talk with an attorney or advisor of your choice, that you have voluntarily signed this Agreement, and that you fully understand the legal effect of signing this Agreement.
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CARS.COM INC. |
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Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, T. Alex Vetter, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Cars.com Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 8, 2024 |
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/s/ T. Alex Vetter |
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T. Alex Vetter |
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Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sonia Jain, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Cars.com Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 8, 2024 |
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/s/ Sonia Jain |
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Sonia Jain |
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Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cars.com Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 8, 2024 |
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By: |
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/s/ T. Alex Vetter |
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T. Alex Vetter |
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Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cars.com Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 8, 2024 |
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By: |
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/s/ Sonia Jain |
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Sonia Jain |
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Chief Financial Officer |