Cars.com Reports Second Quarter 2018 Results

CHICAGO, Aug. 8, 2018 /PRNewswire/ -- Cars.com Inc. (NYSE: CARS) ("CARS" or the "Company"), a leading digital automotive marketplace, today released its financial results for the quarter ended June 30, 2018.

Q2 Financial Highlights

    --  Total revenue of $168.5 million, up $11.9 million, or 8% year-over-year
    --  Net income of $12.7 million, or $0.18 per diluted share
    --  Adjusted net income of $34.3 million, or $0.48 per diluted share
    --  Adjusted EBITDA of $57.3 million, down $4.8 million year-over-year,
        driven by increased costs related to affiliate conversions, incremental
        public company costs and planned marketing investments
    --  Net cash provided by operating activities of $70.6 million for the first
        six months of 2018 with free cash flow of $64.2 million
    --  Dealer Inspire and Launch Digital Marketing ("LDM") revenue grew 45%
        year-over-year on a pro forma basis

Q2 Key Metric Highlights

    --  Average monthly unique visitors of 19.0 million, up 8% year-over-year
    --  Traffic (visits) of 113.0 million, up 8% year-over-year
    --  Mobile traffic grew 25% year-over-year and accounted for 67% of total
        traffic compared to 58% in the second quarter of 2017
    --  Dealer customer count of 20,720 as of June 30, 2018, including 508
        incremental Dealer Inspire dealer customers, compared to 20,474 as of
        March 31, 2018, which did not include Dealer Inspire; Affiliate dealer
        customers of 4,128 as of June 30, 2018 compared with 4,335 as of March
        31, 2018
    --  Direct monthly average revenue per dealer ("ARPD") of $2,064, up 6%
        year-over-year
    --  Total average vehicle listings of 4.8 million

Operational Highlights

    --  Continued Affiliate Conversions: Converted the Washington, D.C. market
        effective August 1, bringing approximately 350 dealers into the Cars.com
        direct sales channel
    --  Important senior hires address highest strategic priorities:
        --  Doug Miller, Chief Revenue Officer. Doug is a seasoned marketplace
            executive with more than 20 years of experience driving growth and
            building high-performing teams.
        --  Matthew Gold, Chief Strategy Officer. Matt's experience developing
            strategies and partnerships to build and deploy commercial products
            will be critical as we continue to seek opportunities to capitalize
            on our data and intelligence and expand the business into new
            markets.
    --  Realizing synergies from new acquisitions, launched CARS Social
        Solutions to tap into new channels and strong dealer demand:
        --  Social Sales Drive, a powerful new product that enables automotive
            retailers to extend the reach of their Cars.com vehicle listings to
            the one million daily car shoppers on Facebook Marketplace, boosting
            exposure in front of a new audience
        --  Cars Social, an ad product that serves native ads displaying
            real-time inventory to consumers on Facebook and Instagram. By using
            Cars.com's first-party data, Cars Social positions inventory in
            front of Cars.com's unique, unduplicated audience and targets
            shoppers who have previously researched vehicles on Cars.com.
    --  Created early stage, undecided shopper experience in August to be
        supported by differentiated brand campaign, to help early stage shoppers
        narrow down their vehicle selection, supporting continued growth in
        traffic
    --  Dealer Inspire secured two new OEM opportunities, including Porsche
        dealer website platform program as well as the INFINITI dealer program
    --  Technology transformation under way to drive growth, reduce reliance on
        third-party services, optimize and migrate technology systems to drive
        cost efficiency
    --  Utilized share repurchase program to purchase a total of 2 million
        shares, at an average price of $24.84, for a total of $50 million in the
        second quarter

"We celebrated our 20(th) anniversary in June, but this past year has been more transformative than the prior 19. We are taking direct control of our affiliate markets by converting these agreements prior to their expirations, at the same time moving from a classified listings site to a digital automotive marketplace that simplifies buying and selling," said Alex Vetter, President and Chief Executive Officer of Cars.com. "We have expanded into high-growth categories with Dealer Inspire products including the launch of our proprietary Social Solutions. I'm pleased with the positive momentum we've experienced with growth in traffic, unique visitors and now SEO, as well as our continued success in negotiating early affiliate conversions. However, our first-half subscription revenues are behind our plan, and as a result we have taken down our full-year outlook. As we welcome Doug Miller as Chief Revenue Officer, I am confident he will be instrumental in delivering our growth strategies to expand our suite of digital solutions and increase our customer network."

Revenue for the second quarter of 2018 was $168.5 million, compared to $156.6 million in the prior year period. Dealer Inspire and LDM contributed $14.5 million to retail revenue. In addition, the conversions of affiliate markets contributed $21.2 million to retail revenue, while reducing wholesale revenue $18.9 million ($4.4 million of the reduction was related to the amortization of unfavorable contracts liability, which is now recorded as a reduction of affiliate revenue share expense).

Total operating expenses for the second quarter of 2018 were $144.0 million, compared to $127.8 million for the prior year period. This increase was driven by the addition of the Dealer Inspire and LDM businesses ($18.0 million), an increase in costs related to the affiliate conversions and planned increases in marketing spend, offset in part by a decrease in non-recurring costs.

Net income for the second quarter of 2018 was $12.7 million compared to $24.8 million in the second quarter of 2017. Adjusted net income for the quarter was $34.3 million compared to $50.5 million for the prior year period. These comparisons to prior year are impacted by changes in capital structure, including additions of interest and tax expense - which occurred in conjunction with the spin-off during the second quarter of 2017.

Adjusted EBITDA for the second quarter of $57.3 million, or 34.0% of revenue, compared to $62.1 million, or 39.7% of revenue, for the prior year period.

For the second quarter, both average monthly unique visitor count and total traffic grew 8% year-over-year. Mobile traffic grew 25% year-over-year and accounted for 67% of total traffic compared to 58% in the prior year. SEO traffic grew year-over-year in each month of the second quarter, accelerating toward expected double digit growth for the full year.

Dealer customers of 20,720 as of June 30, 2018 grew 1% compared to 20,474 as of March 31, 2018 due to the addition of 508 Dealer Inspire dealer customers. Excluding Dealer Inspire, dealer customers declined 1% compared to March 31, 2018. Excluding affiliate market conversions, 73% of this decline was attributable to fewer dealers in affiliate markets and dealer cancellations resulting from the sunsetting of a lower priced, legacy DealerRater baseline product. Direct dealer customers declined 72, an improvement from a decline of 231 in the first quarter.

The conversion of affiliate dealer customers, which provides direct access to new, larger markets with customers at higher price points, has resulted in 6% growth in direct ARPD compared to a year ago.

Cash Flow and Balance Sheet

Net cash provided by operating activities for the six-month period ended June 30, 2018 was $70.6 million compared with $96.7 million in the prior year. Free cash flow for the six-month period ended June 30, 2018 was $64.2 million, compared with $77.8 million in the same period last year. Impacting current year cash flow was incremental interest expense, additional non-recurring expenses, offset in part by lower capital expenditures.

Cash and cash equivalents was $18.4 million and debt outstanding was $727.5 million as of June 30, 2018. During the second quarter, the Company utilized $50 million to purchase 2.0 million shares under its share repurchase program, at an average price of $24.84. Net leverage at June 30, 2018 was 3.0x, calculated in accordance with the Company's credit agreement.

"We're encouraged to see continued rapid growth in our Dealer Inspire and LDM businesses and affiliate markets, and we will continue to utilize our flexible capital structure and strong balance sheet to reinvest in the Cars.com brand and product to drive long-term growth in the business," said Becky Sheehan, Chief Financial Officer of Cars.com.

2018 Outlook

Due to lower subscription revenue in the first half of the year and lower growth in our national advertising business, the Company is revising its full year 2018 guidance. The Company now expects approximately 6 to 7% revenue growth with Adjusted EBITDA margin of approximately 34%.

Second Quarter Earnings Call

As previously announced, management will hold a conference call and webcast today at 7:30 a.m. CDT. This webcast may be accessed at investor.cars.com. A replay of the webcast and the slideshow will be available at this website following the conclusion of the call until August 23, 2018.

About Cars.com

Cars.com(TM) is a leading two-sided digital automotive marketplace that creates meaningful connections between buyers and sellers. Launched in 1998 and headquartered in Chicago, the Company empowers consumers with resources and information to make informed buying decisions and enables advertising partners with innovative digital solutions and data-driven intelligence to increase inventory turn and gain market share. A pioneer in online automotive classifieds, the Company has evolved into one of the largest digital automotive platforms, connecting thousands of local dealers across the country with millions of consumers. In 2018, Cars.com acquired Dealer Inspire®, a company that builds technology that helps future-proof dealerships for changing consumer behaviors and makes the car buying process faster and easier.

Cars.com properties include DealerRater®, DealerInspire®, Auto.com(TM), PickupTrucks.com(TM) and NewCars.com®.

Non-GAAP Financial Measures

This earnings release discusses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Free Cash Flow. These are not financial measures as defined by GAAP. These financial measures are presented as supplemental measures of operating performance because we believe they provide meaningful information regarding our performance and provide a basis to compare operating results between periods. In addition, we use Adjusted EBITDA as a measure for determining incentive compensation targets. Adjusted EBITDA also is used as a performance measure under the Company's credit agreement and includes adjustments such as the items defined below and other further adjustments, which are defined in the credit agreement. These non-GAAP financial measures are frequently used by our lenders, securities analysts, investors and other interested parties to evaluate companies in our industry.

Other companies may define or calculate these measures differently, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. Definitions of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures are presented in the tables below.

The Company defines Adjusted EBITDA as net income (loss) before (1) interest expense (income), net, (2) income tax expense (benefit), (3) depreciation, (4) amortization of intangible assets, (5) stock-based compensation expense, plus (6) certain other items, such as transaction-related costs, costs associated with the stockholder activist campaign, restructuring and other exit costs, costs related to the headquarters move and write-off and impairments of goodwill, intangible assets and other long-lived assets. Amortization of unfavorable contracts liability is not adjusted out of adjusted EBITDA.

The Company defines Adjusted Net Income as net income (loss) excluding the after-tax impact of (1) amortization of intangible assets, (2) stock-based compensation expense, and (3) certain other items, such as transaction-related costs, costs associated with the stockholder activist campaign, restructuring and other exit costs, costs related to the headquarters move and write-off and impairments of goodwill, intangible assets and other long-lived assets. Amortization of unfavorable contracts liability is not adjusted out of adjusted net income.

Transaction-related costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (1) transaction-related bonuses and (2) expenses for advisors and representatives such as investment bankers, consultants, attorneys and accounting firms. Transaction-related costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees, in addition to consulting, compensation and other incremental costs associated with integration projects.

The Company defines free cash flow as net cash provided by operating activities less capital expenditures, including purchases of property and equipment and capitalization of internal-use software development costs.

Key Metric Definitions

Traffic (Visits). Traffic (visits) and our ability to generate traffic are key to our business. Tracking our traffic performance is a critical measure. Traffic to the Cars.com network of websites and mobile apps provides value to our advertisers in terms of audience, awareness, consideration and conversion. In addition to tracking traffic volume and sources, we monitor activity on our properties, allowing us to innovate and refine our consumer-facing offerings. Traffic is an internal metric representing the number of visits to Cars.com desktop and mobile properties (web browser and apps). Visits refer to the number of times visitors accessed Cars.com properties during the period, no matter how many visitors make up those visits. We measure traffic using Adobe Analytics. Traffic (visits) numbers provide an indication of our consumer reach. Although our consumer reach does not directly result in revenue, we believe our ability to reach diverse demographic audiences is attractive to our dealer customers and national advertisers.

Dealer Customers. Our value to consumers tracks to our ability to showcase the inventory of our dealer and Original Equipment Manufacturer ("OEM") customers. The larger the advertiser base, the more inventory and options that are available for consumers to review. Dealer Customers represents the car dealerships using our products as of the end of each reporting period. Each 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.

Average Vehicle Listings. Our value to consumers tracks to our ability to showcase the inventory of our dealer and OEM customers. The more vehicle listings that are available for consumers to review, the more traffic we attract and the higher the consumer engagement. Average Vehicle Listings represents the daily average of vehicles listed for sale on Cars.com properties. The daily average is calculated on a monthly basis and averaged for the reporting period.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws, including those statements under "2018 Outlook." All statements other than statements of historical facts are forward-looking statements. Forward-looking statements include information concerning our business strategies, plans and objectives, market potential, future financial performance, planned operational and product improvements, liquidity and other matters. These statements often include words such as "believe," "expect," "project," "anticipate," "intend," "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, estimates, projections and assumptions, based on our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we think are appropriate. These statements are expressed in good faith and we believe these judgments are reasonable. However, you should understand that these statements are not guarantees of performance or results. Our actual results could differ materially from those expressed in the forward-looking statements. Given these uncertainties, forward-looking statements should not be relied on in making investment decisions.

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 to differ materially from those expressed in the forward-looking statements contained in this press release. Such risks, uncertainties, and other important factors include, among others, risks related to our business, our separation from our parent company and our common stock. For a detailed discussion of many of these risks and uncertainties, see Part I, Item 1A - "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission. All forward-looking statements contained in this press release are qualified by these cautionary statements. The forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise. Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

The forward-looking statements in this press release are intended to be subject to the safe harbor protection provided by the Federal securities laws.


                                                   Cars.com Inc.

                                     Consolidated and Combined Balance Sheets

                                       (In thousands, except per share data)


                                                June 30, 2018                 December 31, 2017
                                                -------------                 -----------------

                                                 (unaudited)

    Assets

    Current assets:

    Cash and cash equivalents                                    $18,394                           $20,563

    Accounts receivable, net                                     105,184                           100,857

    Prepaid expenses                                              13,772                            11,408

    Other current assets                                          10,567                             9,811

    Total current assets                                         147,917                           142,639
                                                                 -------                           -------

    Property and equipment, net                                   40,907                            39,740

    Goodwill                                                     884,480                           788,107

    Intangible assets, net                                     1,556,654                         1,529,500

    Investments and other assets                                  10,439                            11,053

    Total assets                                              $2,640,397                        $2,511,039
                                                              ==========                        ==========

    Liabilities and stockholders'
     equity

    Current liabilities:

    Accounts payable                                              $7,505                            $6,581

    Accrued compensation                                          12,610                            14,185

    Unfavorable contracts liability                               25,200                            25,200

    Current portion of long-term
     debt                                                         21,211                            21,158

    Other accrued liabilities                                     37,905                            23,025

    Total current liabilities                                    104,431                            90,149
                                                                 -------                            ------

    Noncurrent liabilities:

    Unfavorable contracts liability                                6,285                            18,885

    Long-term debt                                               701,534                           557,194

    Deferred tax liability                                       164,368                           146,482

    Other noncurrent liabilities                                  19,678                            19,201

    Total noncurrent liabilities                                 891,865                           741,762
                                                                 -------                           -------

    Total liabilities                                            996,296                           831,911
                                                                 -------                           -------

    Commitments and contingencies

    Stockholders' equity:

    Preferred Stock at par, $0.01
     par value; 5,000 shares
     authorized; no shares issued
     and outstanding as of June 30,
     2018 and December 31, 2017                                        -                                -

    Common Stock at par, $0.01 par
     value; 300,000 shares
     authorized; 69,896 and 71,628
     shares issued and outstanding
     as of June 30, 2018 and
     December 31, 2017, respectively                                 699                               716

    Additional paid-in capital                                 1,503,145                         1,501,830

    Retained earnings                                            140,257                           176,582
                                                                 -------                           -------

    Total stockholders' equity                                 1,644,101                         1,679,128

    Total liabilities and
     stockholders' equity                                     $2,640,397                        $2,511,039
                                                              ==========                        ==========


                                                                                      Cars.com Inc.

                                                                      Consolidated and Combined Statements of Income

                                                                          (In thousands, except per share data)

                                                                                       (Unaudited)


                                         Three Months Ended June 30,                     Six Months Ended June 30,
                                         ---------------------------                     -------------------------

                                                                  2018                                           2017       2018       2017
                                                                  ----                                           ----       ----       ----

    Revenues:

      Direct                                                  $115,533                                        $83,273   $217,011   $166,908

      National advertising                                      27,230                                         28,441     54,048     53,377

      Other                                                      4,095                                          3,996      8,142      7,670
                                                                 -----                                          -----      -----      -----

        Retail                                                 146,858                                        115,710    279,201    227,955

        Wholesale                                               21,654                                         40,914     49,268     81,843

           Total revenues                                      168,512                                        156,624    328,469    309,798
                                                               -------                                        -------    -------    -------

    Operating expenses:

      Cost of revenues and operations                           22,804                                         15,540     41,890     31,442

      Product and technology                                    17,951                                         19,522     40,284     38,439

      Marketing and sales                                       59,527                                         50,512    125,562    109,513

      General and administrative                                13,148                                         17,445     31,264     25,184

      Affiliate revenue share                                    3,813                                          2,355      7,096      4,716

      Depreciation and amortization                             26,712                                         22,377     50,650     44,450

           Total operating expenses                            143,955                                        127,751    296,746    253,744
                                                               -------                                        -------    -------    -------

             Operating income                                   24,557                                         28,873     31,723     56,054
                                                                ------                                         ------     ------     ------

    Nonoperating (expense) income:

      Interest expense, net                                    (7,343)                                       (1,770)  (13,300)   (1,729)

      Other income, net                                             27                                             51         11        135
                                                                   ---                                            ---        ---        ---

         Total nonoperating expense, net                       (7,316)                                       (1,719)  (13,289)   (1,594)
                                                                ------                                         ------    -------     ------

           Income before income taxes                           17,241                                         27,154     18,434     54,460

           Income tax expense                                    4,515                                          2,345      4,779      2,763

              Net income                                       $12,726                                        $24,809    $13,655    $51,697
                                                               =======                                        =======    =======    =======

    Earnings per share, basic                                    $0.18                                          $0.35      $0.19      $0.72
                                                                 =====                                          =====      =====      =====

    Weighted-average common shares
     outstanding, basic                                         71,119                                         71,716     71,531     71,716

    Earnings per share, diluted                                  $0.18                                          $0.35      $0.19      $0.72
                                                                 =====                                          =====      =====      =====

    Weighted-average common shares
     outstanding, diluted                                       71,330                                         71,780     71,721     71,780


                                                                 Cars.com Inc.

                                              Consolidated and Combined Statements of Cash Flows

                                                                (In thousands)

                                                                  (Unaudited)


                                                                        Six Months Ended June 30,
                                                                        -------------------------

                                                                                              2018         2017
                                                                                              ----         ----

    Cash flows from operating activities:

    Net income                                                                             $13,655      $51,697

    Adjustments to reconcile Net income to Net cash
     provided by operating activities:

    Depreciation                                                                             5,903        5,515

    Amortization of intangible assets                                                       44,747       38,935

    Amortization of unfavorable contracts liability                                       (12,600)    (12,600)

    Stock-based compensation expense                                                         4,476          481

    Deferred income taxes                                                                    3,145        1,731

    Provision for doubtful accounts                                                          2,164        1,627

    Amortization of debt issuance costs                                                        643          112

    Other, net                                                                                 500        1,247

    Changes in operating assets and liabilities,
     net of Acquisition:

    Accounts receivable                                                                      4,934        6,614

    Prepaid expenses                                                                       (2,044)     (2,035)

    Other current assets                                                                     (545)    (10,469)

    Other assets                                                                               614          684

    Accounts payable                                                                       (1,541)     (1,778)

    Accrued compensation                                                                   (1,792)     (9,205)

    Other accrued liabilities                                                               10,088       10,026

    Other noncurrent liabilities                                                           (1,723)       9,075

    Cash received from lessor for lease incentives                                               -       5,075

    Net cash provided by operating activities                                               70,624       96,732
                                                                                            ------       ------

    Cash flows from investing activities:

         Payment for Acquisition, net                                                    (156,968)           -

         Purchase of property and equipment                                                (6,417)    (18,910)

    Net cash used in investing activities                                                (163,385)    (18,910)
                                                                                          --------      -------

    Cash flows from financing activities:

         Proceeds from issuance of long-term debt                                          190,000      675,000

         Payments of debt issuance costs and other fees                                          -     (5,918)

         Payments of long-term debt                                                       (46,250)           -

         Payments related to stock-based compensation
          plans, net                                                                         (475)           -

         Repurchases of common stock                                                      (50,000)           -

         Cash distribution to TEGNA related to
          Separation                                                                             -   (650,000)

         Transactions with TEGNA, net                                                      (2,683)    (69,200)

    Net cash provided by (used in) financing
     activities                                                                             90,592     (50,118)
                                                                                            ------      -------

    Net (decrease) increase in cash and cash
     equivalents                                                                           (2,169)      27,704
                                                                                            ------       ------

    Cash and cash equivalents at beginning of
     period                                                                                 20,563        8,896

    Cash and cash equivalents at end of period                                             $18,394      $36,600
                                                                                           =======      =======


    Supplemental cash flow information:

    Cash paid for income taxes, net of refunds                                                $293 $          -

    Cash paid for interest                                                                  12,487          574


                                                                              Cars.com Inc.

                                                                         Non-GAAP Reconciliations

                                                                  (In thousands, except per share data)

                                                                               (Unaudited)


                                     Three Months Ended June 30,                 Six Months Ended June 30,
                                     ---------------------------                 -------------------------

                                                             2018                                        2017       2018        2017
                                                             ----                                        ----       ----        ----

    Reconciliation of Net income to
     Adjusted EBITDA


    Net income                                            $12,726                                     $24,809    $13,655     $51,697

    Interest expense, net                                   7,343                                       1,770     13,300       1,729

    Income tax expense                                      4,515                                       2,345      4,779       2,763

    Depreciation and amortization                          26,712                                      22,377     50,650      44,450

    Stock-based compensation expense                        2,876                                         481      4,476         481

    Transaction-related costs                               1,026                                           -    11,133           -

    Costs associated with the
     stockholder activist campaign                          1,112                                           -     4,897           -

    Restructuring and other exit
     costs                                                    590                                       1,671      1,097       1,671

    Write-off of long-lived assets
     and other                                                401                                       1,385        361       1,389

    Separation-related costs                                    -                                      4,558          -      4,658

    Costs related to the
     headquarters move                                          -                                      2,731          -      3,428

    Adjusted EBITDA*                                      $57,301                                     $62,127   $104,348    $112,266
                                                          =======                                     =======   ========    ========



    Reconciliation of Net income to
     Adjusted net income


    Net income                                            $12,726                                     $24,809    $13,655     $51,697

    Amortization of intangible
     assets                                                23,570                                      19,468     44,747      38,935

    Stock-based compensation expense                        2,876                                         481      4,476         481

    Transaction-related costs                               1,026                                           -    11,133           -

    Costs associated with the
     stockholder activist campaign                          1,112                                           -     4,897           -

    Restructuring and other exit
     costs                                                    590                                       1,671      1,097       1,671

    Write-off of long-lived assets
     and other                                                401                                       1,385        361       1,389

    Separation-related costs                                    -                                      4,558          -      4,658

    Costs related to the
     headquarters move                                          -                                      2,731          -      3,428

    Tax impact of adjustments                             (8,020)                                    (4,563)  (17,625)    (5,079)

    Adjusted net income*                                  $34,281                                     $50,540    $62,741     $97,180
                                                          =======                                     =======    =======     =======

    Adjusted net income per share,
     diluted                                                $0.48                                       $0.70      $0.87       $1.35
                                                            =====                                       =====      =====       =====

    Weighted-average common shares
     outstanding, diluted                                  71,330                                      71,780     71,721      71,780



    Reconciliation of Net cash
     provided by operating
     activities to Free cash flow


    Net cash provided by operating
     activities                                           $43,963                                     $53,016    $70,624     $96,732

    Purchase of property and
     equipment                                            (3,904)                                   (13,301)   (6,417)   (18,910)

    Free cash flow                                        $40,059                                     $39,715    $64,207     $77,822
                                                          =======                                     =======    =======     =======

        * Amortization of unfavorable
           contracts liability is not
      adjusted out of Adjusted EBITDA
              or Adjusted net income.


                                                                                                              Cars.com Inc.

                                                                                                        Supplemental Information

                                                                                                             (In thousands)

                                                                                                               (Unaudited)



    Operating expense category for the Three Months Ended June 30, 2018:


                                                  As Reported                                    Adjustments (1)                                                    Stock-Based              As Adjusted
                                                                                                                                                                   Compensation
                                                                                                                                                                   ------------

    Cost of revenues and
     operations                                                              $22,804                                                $(304)                                            $(73)               $22,427

    Product and technology                                                    17,951                                                 (260)                                            (550)                17,141

    Marketing and sales                                                       59,527                                                 (591)                                            (471)                58,465

    General and administrative                                                13,148                                               (1,974)                                          (1,782)                 9,392

    Affiliate revenue share                                                    3,813                                                     -                                                -                 3,813

    Depreciation and
     amortization                                                             26,712                                                     -                                                -                26,712

    Total operating expenses                                                $143,955                                              $(3,129)                                         $(2,876)              $137,950
                                                                            ========                                               =======                                           =======               ========


    (1) Includes costs associated with the stockholder activist campaign, transaction-related costs, restructuring and other exit costs, write-off of long-lived assets and other.


    Operating expense category for the Three Months Ended June 30, 2017:


                                                  As Reported                                    Adjustments (1)                                                    Stock-Based              As Adjusted
                                                                                                                                                                   Compensation
                                                                                                                                                                   ------------

    Cost of revenues and
     operations                                                              $15,540                                     $               -                               $                -               $15,540

    Product and technology                                                    19,522                                                     -                                                -                19,522

    Marketing and sales                                                       50,512                                                     -                                                -                50,512

    General and administrative                                                17,445                                              (10,345)                                            (481)                 6,619

    Affiliate revenue share                                                    2,355                                                     -                                                -                 2,355

    Depreciation and
     amortization                                                             22,377                                                     -                                                -                22,377

    Total operating expenses                                                $127,751                                             $(10,345)                                           $(481)              $116,925
                                                                            ========                                              ========                                             =====               ========


    (1) Includes separation-related costs, costs related to the headquarters move, restructuring and other exit costs, write-off of long-lived assets and other.


    Operating expense category for the Six Months Ended June 30, 2018:


                                                  As Reported                                    Adjustments (1)                                                    Stock-Based              As Adjusted
                                                                                                                                                                   Compensation
                                                                                                                                                                   ------------

    Cost of revenues and
     operations                                                              $41,890                                              $(1,405)                                            $(99)               $40,386

    Product and technology                                                    40,284                                               (4,685)                                            (815)                34,784

    Marketing and sales                                                      125,562                                               (1,219)                                            (768)               123,575

    General and administrative                                                31,264                                              (10,179)                                          (2,794)                18,291

    Affiliate revenue share                                                    7,096                                                     -                                                -                 7,096

    Depreciation and
     amortization                                                             50,650                                                     -                                                -                50,650

    Total operating expenses                                                $296,746                                             $(17,488)                                         $(4,476)              $274,782
                                                                            ========                                              ========                                           =======               ========


    (1) Includes transaction-related costs, costs associated with the stockholder activist campaign, restructuring and other exit costs, write-off of long-lived assets and other.


    Operating expense category for the Six Months Ended June 30, 2017:


                                                  As Reported                                    Adjustments (1)                                                    Stock-Based              As Adjusted
                                                                                                                                                                   Compensation
                                                                                                                                                                   ------------

    Cost of revenues and
     operations                                                              $31,442                                     $               -                               $                -               $31,442

    Product and technology                                                    38,439                                                     -                                                -                38,439

    Marketing and sales                                                      109,513                                                     -                                                -               109,513

    General and administrative                                                25,184                                              (11,146)                                            (481)                13,557

    Affiliate revenue share                                                    4,716                                                     -                                                -                 4,716

    Depreciation and
     amortization                                                             44,450                                                     -                                                -                44,450

    Total operating expenses                                                $253,744                                             $(11,146)                                           $(481)              $242,117
                                                                            ========                                              ========                                             =====               ========


    (1) Includes separation-related costs, costs related to the headquarters move, restructuring and other exit costs, write-off of long-lived assets and other.

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SOURCE Cars.com Inc.