EX-99.1 2 carg-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

CarGurus Announces Second Quarter 2025 Results & Shares Plans to Wind Down CarOffer Transactions Business

Sustained strong momentum in the Marketplace business, with revenue up 14% YoY

Q2'25 Net Income of $22.3 million; Non-GAAP Adjusted EBITDA of $77.3 million, up 39% YoY

Board approves additional $150 million share repurchase, increasing 2025 authorization to $350 million and extending it through July 2026

BOSTON, August 7, 2025 - CarGurus, Inc. (Nasdaq: CARG), the No. 1 visited digital auto platform for shopping, buying, and selling new and used vehicles*, today announced financial results for the second quarter ended June 30, 2025, and its plan to wind down the CarOffer transactions business.

“Our Marketplace business had another strong quarter, with year-over-year revenue growth of 14%,” said Jason Trevisan, Chief Executive Officer at CarGurus. “We remain committed to expanding our suite of data-driven solutions across dealers’ workflows and powering a more seamless car-shopping journey for consumers. Within transaction-enablement, we are sharpening our focus on technology and analytics that enable smarter sourcing decisions rather than facilitating the transactions themselves. Accordingly, we have made the decision to wind down the CarOffer transactions business over the balance of the year. This decision was not taken lightly, especially as it impacts colleagues who have contributed meaningfully to our efforts. We’re grateful for their work and are committed to supporting them through the transition.”

Second Quarter Financial Highlights

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


	Three Months Ended						Six Months Ended
	June 30, 2025						June 30, 2025
	Results (in millions)			Variance from Prior Year			Results (in millions)			Variance from Prior Year
Revenue
Marketplace Revenue	$	222.0			14	%	$	434.2			14	%
Wholesale Revenue		6.3			(52	)%		14.0			(52	)%
Product Revenue		5.8			(45	)%		10.9			(52	)%
Total Revenue	$	234.0			7	%	$	459.2			6	%

Gross Profit (1)	$	204.4			12	%	$	404.1			13	%
% Margin		87	%	391 bps				88	%	574 bps

Operating Expenses (2)	$	179.5			(35	)%	$	333.5			(21	)%

GAAP Net Income (3)	$	22.3		NM(6)			$	61.4		NM(6)
% Margin		10	%	NM(6)				13	%	NM(6)

Non-GAAP Adjusted EBITDA (4)	$	77.3			39	%	$	143.6			36	%
% Margin (4)		33	%	762 bps				31	%	688 bps

Cash and Cash Equivalents at period end (5)	$	231.2			(24	)%	$	231.2			(24	)%

(1)

During the three and six months ended June 30, 2025, we recorded $2.9 million of impairments in cost of revenue. During the three and six months ended June 30, 2024, we recorded $0.2 million of impairments in cost of revenue.

(2)

During the three and six months ended June 30, 2025, we recorded $29.6 million of impairments in operating expenses. During the three and six months ended June 30, 2024, we recorded $127.5 million of impairments in operating expenses.

(3)

During the three and six months ended June 30, 2025, we recorded $32.6 million of impairments. During the three and six months ended June 30, 2024, we recorded $127.7 million of impairments.

(4)

For more information regarding our use of non-GAAP Adjusted EBITDA and other non-GAAP financial measures, please see the reconciliations of GAAP financial measures to non-GAAP financial measures and the section titled “Non-GAAP Financial Measures and Other Business Metrics” below.

(5)

Variance represents the change from December 31, 2024.

(6)

Not meaningful.


	Three Months Ended						Six Months Ended
	June 30, 2025						June 30, 2025
	Results			Variance from Prior Year			Results			Variance from Prior Year
Key Performance Indicators (1)
U.S. Paying Dealers (2)		25,478			4	%		25,478			4	%
International Paying Dealers (2)		7,617			10	%		7,617			10	%
Total Paying Dealers (2)		33,095			6	%		33,095			6	%

U.S. QARSD	$	7,533			9	%	$	7,533			9	%
International QARSD	$	2,309			19	%	$	2,309			19	%
Consolidated QARSD	$	6,349			9	%	$	6,349			9	%

Transactions		3,955			(55	)%		9,164			(52	)%

U.S. Average Monthly Unique Users (in millions) (2)		34.1		N/A(4)				34.5		N/A(4)
U.S. Average Monthly Sessions (in millions) (2)		84.6		N/A(4)				85.2		N/A(4)

International Average Monthly Unique Users (in millions) (2)		10.2		N/A(4)				10.4		N/A(4)
International Average Monthly Sessions (in millions) (2)		21.3		N/A(4)				21.8		N/A(4)

Segment Reporting (in millions)
U.S. Marketplace Segment Revenue	$	202.7			13	%	$	397.9			13	%
U.S. Marketplace Segment Operating Income	$	58.8			40	%	$	108.5			42	%
Digital Wholesale Segment Revenue	$	12.0			(49	)%	$	25.0			(52	)%
Digital Wholesale Segment Operating Loss (3)	$	(37.0	)		73	%	$	(42.8	)		71	%

(1)

For more information regarding our use of Key Performance Indicators, please see the section titled “Non-GAAP Financial Measures and Other Business Metrics” below.

(2)

CarOffer website is excluded from the metrics presented for users and sessions.

(3)

For the three and six months ended June 30, 2025, Digital Wholesale Segment Operating Loss is inclusive of $32.6 million of impairments related to the CarOffer reporting unit.

(4)

As a result of the change from Google Universal Analytics (“Google Analytics”) to Google Analytics 4 (“GA4”) on July 1, 2024, we are unable to provide comparable monthly unique users or monthly sessions information for this period. For more information regarding the change in methodology for monthly unique users or monthly sessions, please see the section titled “Non-GAAP Financial Measures and Other Business Metrics” below.

Third Quarter 2025 Guidance

The table below provides CarGurus’ guidance, which is based on recent market trends, industry conditions, and management’s expectations and assumptions as of today.


Third Quarter 2025 Guidance Metrics	Values
Marketplace Revenue (1)	$228.0 million to $233.0 million
Non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA	$76.5 million to $84.5 million
Non-GAAP Earnings per Share	$0.50 to $0.58

(1)

Marketplace revenue consists of U.S. Marketplace Segment and Other revenue.

The third quarter 2025 non-GAAP earnings per share calculation assumes 101.0 million diluted weighted-average common shares outstanding.

The assumptions that are built into guidance for the third quarter 2025 regarding our pace of paid dealer acquisition, churn, and expansion activity for the relevant period are based on recent market trends and industry conditions. Guidance for the third quarter 2025 excludes macro-level industry issues that result in dealers and consumers materially changing their recent market trends or that cause us to enact measures to assist dealers. Guidance also excludes any potential impact of future foreign currency exchange gains or losses. CarGurus may incur charges, realize gains or losses, or experience other events or circumstances in 2025 that could cause any of these assumptions to change and/or actual results to vary from this guidance.

CarGurus has not reconciled its guidance of non-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA to GAAP Marketplace (U.S. Marketplace Segment and Other) operating income or non-GAAP earnings per share to GAAP earnings per share because reconciling items between such GAAP and non-GAAP financial measures, which include, as applicable, stock-based compensation, depreciation expenses, amortization of intangible assets, non-intangible amortization, impairments, transaction-related expenses, and income tax effects, cannot be reasonably predicted due to, as applicable, uncertainty in the timing, amount, valuation, and number of future employee equity awards, uncertainty in the timing, amount, and classification of future capital expenditures and intangible asset additions, uncertainty in the timing, frequency, and effect of impairments, and uncertainty in the timing, frequency, and effect of acquisitions and the significance of the resulting transaction-related expenses, and therefore cannot be determined without unreasonable effort.

Wind Down of CarOffer Transactions Business

On August 6, 2025, the Board of Directors of CarGurus determined, after considering all reasonably available options and a broader strategic reassessment, that it is in the best interests of its stockholders to wind down CarOffer, LLC. (“CarOffer”), including the Dealer-to Dealer and Instant Max Cash Offer products (the “CarOffer Transactions Business”). Following the broader strategic reassessment, CarGurus concluded that the CarOffer Transactions Business has proven less effective in today’s more volatile and unpredictable pricing environment, where dealers require more flexibility and broader automation to streamline fulfillment than the model could provide. Following the wind-down, CarGurus will continue to deliver AI-powered inventory intelligence through its insights platform and enable consumer vehicle sourcing at scale through Sell My Car - Top Dealer Offers and will focus on technology and analytics that will enable smarter sourcing and pricing decisions rather than facilitating the transactions themselves.

CarGurus expects to substantially complete the wind-down activities in the second half of 2025. As a result of the intended wind-down, the Company expects to incur total expenditures in the range of approximately $14.0 million to $19.0 million, primarily in the second half of 2025. A significant portion of the cash payments are expected to be paid in the second half of 2025, with the remaining expected to be paid in the first half of 2026.

The estimates of the charges and costs that CarGurus expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ materially from those described above. In addition, CarGurus may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the wind down of CarOffer, including the CarOffer Transactions Business.

Conference Call and Webcast Information

CarGurus will host a conference call and live webcast to discuss its second quarter 2025 financial results and business outlook and its plan to wind down CarOffer, including the CarOffer Transactions Business, at 5:00 p.m. Eastern Time today, August 7, 2025. To access the conference call, dial (877) 451-6152 for callers in the U.S. or Canada, or (201) 389-0879 for international callers. The webcast will be available live on the Investors section of CarGurus’ website at https://investors.cargurus.com.

An audio replay of the call will also be available to investors beginning at approximately 8:00 p.m. Eastern Time today, August 7, 2025, until 11:59 p.m. Eastern Time on August 21, 2025, by dialing (844) 512-2921 for callers in the U.S. or Canada, or (412) 317-6671 for international callers, and entering passcode 13754096. In addition, an archived webcast will be available on the Investors section of CarGurus’ website at https://investors.cargurus.com.

About CarGurus

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

In addition to the U.S. marketplace, the Company operates online marketplaces under the CarGurus brand in Canada and the U.K., as well as independent online marketplace brands Autolist in the U.S. and PistonHeads in the U.K.

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

*Source: Similarweb, Traffic Report (Cars.com, Autotrader.com, TrueCar.com, CARFAX.com Listings

(defined as CARFAX.com Total visits minus Vehicle History Reports traffic), Q2 2025, U.S.

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

Cautionary Language Concerning Forward-Looking Statements

This press release includes forward-looking statements. Other than statements of historical facts, all statements contained in this press release, including statements regarding our future financial and operating results; our third quarter 2025 financial and business performance, including guidance; the expectations about our intended wind down of CarOffer, including the CarOffer Transactions Business, such as expected costs and timing; our plans to focus on technology and analytics that will enable smarter sourcing and pricing decisions; our business and growth strategy and our plans to execute on our growth strategy; our ability to grow our business profitably and efficiently; our capital allocation and investment strategy; the attractiveness and value proposition of our current offerings and other product opportunities; our ability to maintain existing and acquire new customers; addressable opportunities; our expectation that we will continue to invest in growth initiatives; our ability to quickly make transformations necessary for our business to achieve long-term goals; and our ability to overcome challenges facing the automotive industry ecosystem, including inventory supply problems, global supply chain challenges, including disruptions to pre-existing supply chains and vendor relations, changes to trade policies or tariff regulations, financial market volatility and disruption, increased interest rates, inflationary concerns, and other macroeconomic issues, including uncertain or volatile economic conditions in the U.S. and abroad, are forward-looking statements. The words “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “guide,” “guidance,” “intend,” “may,” “might,” “plan,” “potential,” “predicts,” “projects,” “seeks,” “should,” “strive,” “target,” “will,” “would,” and similar expressions and their negatives are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe

may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. You should not rely upon forward-looking statements as predictions of future events.

These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including risks related to our growth and our ability to grow our revenue; our relationships with dealers; competition in the markets in which we operate; market growth; our ability to implement our plan to wind down CarOffer, including the CarOffer Transactions Business; failure to achieve expected organizational efficiencies from the wind down; the estimated costs associated with the wind down; the impact the wind down will have on our operations; disruptions in relationships with dealers, customers, vendors, contractors, and employees given our decision to wind down CarOffer, including the CarOffer Transactions Business; unanticipated developments that may prevent, delay, or increase the costs associated with the wind down activities; the potential impact on our business due to the announcement of the wind down; our ability to innovate; our ability to realize benefits from our acquisitions and successfully implement the integration strategies in connection therewith; impairment of the carrying value of our goodwill, intangible assets, right-of-use assets, or other assets; increased inflation and interest rates, global supply chain challenges, changes in international trade policies, including tariffs, volatile economic conditions, and other macroeconomic issues; the impact of changes in tax law and related guidance and regulations that may be implemented, including on tax rates, our business, and our financial results; changes in our key personnel; natural disasters, epidemics, or pandemics; and our ability to operate in compliance with applicable laws as well as other risks and uncertainties as may be detailed from time to time in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports we file with the U.S. Securities and Exchange Commission. Moreover, we operate in very competitive and rapidly changing environments. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, we cannot guarantee that future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

Investor Contact:

Kirndeep Singh

Vice President, Head of Investor Relations

investors@cargurus.com

Media Contact:

Maggie Meluzio

Director, Public Relations and External Communications

pr@cargurus.com

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	As of June 30, 2025		As of December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	231,233	$	304,193
Accounts receivable, net of allowance for doubtful accounts of $935 and $788, respectively		41,032		44,248
Inventory		963		338
Prepaid expenses, prepaid income taxes, and other current assets		19,081		27,868
Deferred contract costs		14,547		12,523
Restricted cash		2,116		2,036
Total current assets		308,972		391,206
Property and equipment, net		130,299		130,010
Intangible assets, net		4,303		11,767
Goodwill		28,370		46,167
Operating lease right-of-use assets		117,454		121,484
Deferred tax assets		120,002		106,672
Deferred contract costs, net of current portion		13,032		13,196
Other non-current assets		3,689		4,034
Total assets	$	726,121	$	824,536
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	32,738	$	26,410
Accrued expenses, accrued income taxes, and other current liabilities		31,893		35,975
Deferred revenue		23,395		21,661
Operating lease liabilities		9,173		9,005
Total current liabilities		97,199		93,051
Operating lease liabilities		186,038		183,739
Deferred tax liabilities		26		26
Other non–current liabilities		7,381		6,031
Total liabilities		290,644		282,847
Stockholders’ equity:
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, $0.001 par value per share; 500,000,000 shares authorized; 84,738,943 and 89,002,571 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		85		89
Class B common stock, $0.001 par value per share; 100,000,000 shares authorized; 14,216,250 and 14,986,745 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		14		15
Additional paid-in capital		15,366		169,013
Retained earnings		418,642		375,119
Accumulated other comprehensive income (loss)		1,370		(2,547	)
Total stockholders’ equity		435,477		541,689
Total liabilities and stockholders’ equity	$	726,121	$	824,536

Unaudited Condensed Consolidated Income Statements

(in thousands, except share and per share data)


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2025		2024			2025		2024
Revenue
Marketplace	$	221,998	$	195,167		$	434,233	$	382,386
Wholesale		6,275		13,119			14,022		29,244
Product		5,760		10,406			10,936		22,858
Total revenue		234,033		218,692			459,191		434,488
Cost of revenue (1)
Marketplace		15,561		13,145			29,809		27,530
Wholesale (2)		8,347		12,633			14,517		26,857
Product		5,743		10,470			10,776		22,696
Total cost of revenue		29,651		36,248			55,102		77,083
Gross profit		204,382		182,444			404,089		357,405
Operating expenses
Sales and marketing		84,337		82,311			171,053		164,585
Product, technology, and development		34,370		36,580			70,620		72,125
General and administrative		27,062		27,429			53,842		55,495
Impairments		29,633		127,475			29,633		127,475
Depreciation and amortization		4,136		2,233			8,342		5,025
Total operating expenses		179,538		276,028			333,490		424,705
Income (loss) from operations		24,844		(93,584	)		70,599		(67,300	)
Other income, net
Interest income		2,134		2,440			5,232		6,346
Other income, net		430		721			128		216
Total other income, net		2,564		3,161			5,360		6,562
Income (loss) before income taxes		27,408		(90,423	)		75,959		(60,738	)
Provision for (benefit from) income taxes		5,065		(21,702	)		14,571		(13,318	)
Net income (loss)	$	22,343	$	(68,721	)	$	61,388	$	(47,420	)
Net income (loss) per share attributable to common stockholders:
Basic	$	0.23	$	(0.66	)	$	0.61	$	(0.45	)
Diluted	$	0.22	$	(0.66	)	$	0.60	$	(0.45	)
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders:
Basic		98,889,893		103,827,661			100,980,676		105,501,236
Diluted		100,184,067		103,827,661			102,614,441		105,501,236

(1)

Includes depreciation and amortization expense for the three months ended June 30, 2025 and 2024 and for the six months ended June 30, 2025 and 2024 of $2,546, $3,430, $4,894, and $8,119, respectively.

(2)

Includes impairments for the three and six months ended June 30, 2025 of $2,919. Includes impairments for the three and six months ended June 30, 2024 of $180.

Unaudited Segment Revenue

(in thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Segment Revenue:
U.S. Marketplace	$	202,652	$	180,052	$	397,880	$	353,040
Digital Wholesale		12,035		23,525		24,958		52,102
Other		19,346		15,115		36,353		29,346
Total	$	234,033	$	218,692	$	459,191	$	434,488

Unaudited Segment Income (Loss) from Operations

(in thousands)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Segment Income (Loss) from Operations:
U.S. Marketplace	$	58,762		$	42,043		$	108,543		$	76,260
Digital Wholesale		(37,041	)		(138,158	)		(42,820	)		(148,498	)
Other		3,123			2,531			4,876			4,938
Total	$	24,844		$	(93,584	)	$	70,599		$	(67,300	)

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Operating Activities
Net income (loss)	$	22,343		$	(68,721	)	$	61,388		$	(47,420	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		6,682			5,663			13,236			13,144
Currency (gain) loss on foreign denominated transactions		(292	)		123			(457	)		507
Other non-cash income, net		—			(816	)		—			(816	)
Deferred taxes		(9,941	)		(35,112	)		(13,330	)		(44,164	)
Provision for doubtful accounts		699			508			1,123			798
Stock-based compensation expense		13,025			15,337			25,925			31,159
Amortization of deferred financing costs		129			129			258			258
Amortization of deferred contract costs		4,004			3,375			7,814			6,633
Impairments		32,552			127,655			32,552			127,655
Changes in operating assets and liabilities:
Accounts receivable		(847	)		4,425			2,223			243
Inventory		(20	)		(395	)		(373	)		(714	)
Prepaid expenses, prepaid income taxes, and other assets		2,093			1,451			8,894			7,425
Deferred contract costs		(4,685	)		(4,122	)		(9,429	)		(7,448	)
Accounts payable		2,617			8,594			6,692			9,301
Accrued expenses, accrued income taxes, and other liabilities		2,388			(1,543	)		(3,204	)		(862	)
Deferred revenue		955			356			1,686			476
Lease obligations		1,417			14,690			6,000			27,386
Net cash provided by operating activities		73,119			71,597			140,998			123,561
Investing Activities
Purchases of property and equipment		(1,583	)		(25,984	)		(3,823	)		(54,649	)
Capitalization of website development costs		(6,262	)		(5,242	)		(11,653	)		(10,707	)
Purchases of short-term investments		—			—			—			(494	)
Sale of short-term investments		—			—			—			21,218
Advance payments to customers, net of collections		—			—			—			259
Net cash used in investing activities		(7,845	)		(31,226	)		(15,476	)		(44,373	)
Financing Activities
Proceeds from issuance of common stock upon exercise of stock options		10			15			404			26
Payment of withholding taxes on net share settlements of restricted stock units		(6,345	)		(6,290	)		(15,330	)		(11,405	)
Repurchases of common stock		(1,780	)		(65,037	)		(184,608	)		(142,479	)
Payment of excise tax for repurchase of common stock		(682	)		—			(682	)		—
Payment of finance lease obligations		(20	)		(19	)		(40	)		(37	)
Change in gross advance payments received from third-party transaction processor		(243	)		394			(281	)		(80	)
Net cash used in financing activities		(9,060	)		(70,937	)		(200,537	)		(153,975	)
Impact of foreign currency on cash, cash equivalents, and restricted cash		1,425			(197	)		2,135			(774	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		57,639			(30,763	)		(72,880	)		(75,561	)
Cash, cash equivalents, and restricted cash at beginning of period		175,710			249,128			306,229			293,926
Cash, cash equivalents, and restricted cash at end of period	$	233,349		$	218,365		$	233,349		$	218,365

Unaudited Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income and GAAP Net Income (Loss) Per Share Attributable to Common Stockholders to Non-GAAP Net Income Per Share Attributable to Common Stockholders:

(in thousands, except per share data)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024(1)			2025			2024(1)
GAAP net income (loss)	$	22,343		$	(68,721	)	$	61,388		$	(47,420	)
Stock-based compensation expense		13,025			15,557			25,925			31,379
Amortization of intangible assets		512			757			1,017			2,639
Impairments		32,552			127,655			32,552			127,655
Transaction-related expenses		193			265			1,280			1,076
Income tax effects and adjustments		(11,764	)		(34,804	)		(16,938	)		(38,226	)
Non-GAAP net income	$	56,861		$	40,709		$	105,224		$	77,103
GAAP net income (loss) per share attributable to common stockholders:
Basic	$	0.23		$	(0.66	)	$	0.61		$	(0.45	)
Diluted	$	0.22		$	(0.66	)	$	0.60		$	(0.45	)
Non-GAAP net income per share attributable to common stockholders:
Basic	$	0.57		$	0.39		$	1.04		$	0.73
Diluted	$	0.57		$	0.39		$	1.03		$	0.73
Shares used in GAAP and Non-GAAP per share calculations
Basic		98,890			103,828			100,981			105,501
Diluted		100,184			103,828			102,614			105,501

(1)

During the three months ended March 31, 2025, we identified an immaterial error to our non-GAAP net income calculation related to the income tax effects and adjustments and have updated the table to correct the calculation for the three months ended June 30, 2024 and for the six months ended June 30, 2024. For the three months ended June 30, 2024, this resulted in a decrease in the non-GAAP net income per share attributable to common stockholders from $0.41 per share to $0.39 per share. There was no impact to the reported non-GAAP net income per share for the six months ended June 30, 2024.

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

(in thousands)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
GAAP net income (loss)	$	22,343		$	(68,721	)	$	61,388		$	(47,420	)
Depreciation and amortization		6,682			5,663			13,236			13,144
Impairments		32,552			127,655			32,552			127,655
Stock-based compensation expense		13,025			15,557			25,925			31,379
Transaction-related expenses		193			265			1,280			1,076
Other income, net		(2,564	)		(3,161	)		(5,360	)		(6,562	)
Provision for (benefit from) income taxes		5,065			(21,702	)		14,571			(13,318	)
Non-GAAP adjusted EBITDA	$	77,296		$	55,556		$	143,592		$	105,954

GAAP net income (loss) margin		10	%		(31	)%		13	%		(11	)%
Non-GAAP adjusted EBITDA margin		33	%		25	%		31	%		24	%

Unaudited Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit and GAAP Gross Profit Margin to Non-GAAP Gross Profit Margin

(in thousands, except percentages)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Revenue	$	234,033		$	218,692		$	459,191		$	434,488
Cost of revenue		29,651			36,248			55,102			77,083
GAAP gross profit		204,382			182,444			404,089			357,405
Impairments included in Cost of revenue		2,919			180			2,919			180
Stock-based compensation expense included in Cost of revenue		78			60			138			291
Transaction-related expenses included in Cost of revenue		2			—			271			92
Amortization of intangible assets included in Cost of revenue		—			—			—			875
Non-GAAP gross profit	$	207,381		$	182,684		$	407,417		$	358,843

GAAP gross profit margin		87	%		83	%		88	%		82	%
Non-GAAP gross profit margin		89	%		84	%		89	%		83	%

Unaudited Reconciliation of GAAP Expense to Non-GAAP Expense

(in thousands)


	Three Months Ended June 30, 2025
	GAAP expense		Stock-based compensation expense			Amortization of intangible assets			Impairments			Transaction-related expenses			Non-GAAP expense
Cost of revenue	$	29,651	$	(78	)	$	—		$	(2,919	)	$	(2	)	$	26,652
Sales and marketing		84,337		(2,979	)		—			—			(6	)		81,352
Product, technology, and development		34,370		(5,542	)		—			—			(52	)		28,776
General and administrative		27,062		(4,426	)		—			—			(133	)		22,503
Impairments		29,633		—			—			(29,633	)		—			—
Depreciation & amortization		4,136		—			(512	)		—			—			3,624
Operating expenses(1)	$	179,538	$	(12,947	)	$	(512	)	$	(29,633	)	$	(191	)	$	136,255
Total cost of revenue and operating expenses	$	209,189	$	(13,025	)	$	(512	)	$	(32,552	)	$	(193	)	$	162,907

	Three Months Ended June 30, 2024
	GAAP expense		Stock-based compensation expense			Amortization of intangible assets			Impairments			Transaction-related expenses			Non-GAAP expense
Cost of revenue	$	36,248	$	(60	)	$	—		$	(180	)	$	—		$	36,008
Sales and marketing		82,311		(3,250	)		—			—			(170	)		78,891
Product, technology, and development		36,580		(6,024	)		—			—			(62	)		30,494
General and administrative		27,429		(6,223	)		—			—			(33	)		21,173
Impairments		127,475		—			—			(127,475	)		—			—
Depreciation & amortization		2,233		—			(757	)		—			—			1,476
Operating expenses(1)	$	276,028	$	(15,497	)	$	(757	)	$	(127,475	)	$	(265	)	$	132,034
Total cost of revenue and operating expenses	$	312,276	$	(15,557	)	$	(757	)	$	(127,655	)	$	(265	)	$	168,042

	Six Months Ended June 30, 2025
	GAAP expense		Stock-based compensation expense			Amortization of intangible assets			Impairments			Transaction-related expenses			Non-GAAP expense
Cost of revenue	$	55,102	$	(138	)	$	—		$	(2,919	)	$	(271	)	$	51,774
Sales and marketing		171,053		(5,812	)		—			—			(497	)		164,744
Product, technology, and development		70,620		(11,107	)		—			—			(203	)		59,310
General and administrative		53,842		(8,868	)		—			—			(309	)		44,665
Impairments		29,633		—			—			(29,633	)		—			—
Depreciation & amortization		8,342		—			(1,017	)		—			—			7,325
Operating expenses(1)	$	333,490	$	(25,787	)	$	(1,017	)	$	(29,633	)	$	(1,009	)	$	276,044
Total cost of revenue and operating expenses	$	388,592	$	(25,925	)	$	(1,017	)	$	(32,552	)	$	(1,280	)	$	327,818

	Six Months Ended June 30, 2024
	GAAP expense		Stock-based compensation expense			Amortization of intangible assets			Impairments			Transaction-related expenses			Non-GAAP expense
Cost of revenue	$	77,083	$	(291	)	$	(875	)	$	(180	)	$	(92	)	$	75,645
Sales and marketing		164,585		(6,124	)		—			—			(564	)		157,897
Product, technology, and development		72,125		(12,001	)		—			—			(63	)		60,061
General and administrative		55,495		(12,963	)		—			—			(357	)		42,175
Impairments		127,475		—			—			(127,475	)		—			—
Depreciation & amortization		5,025		—			(1,764	)		—			—			3,261
Operating expenses(1)	$	424,705	$	(31,088	)	$	(1,764	)	$	(127,475	)	$	(984	)	$	263,394
Total cost of revenue and operating expenses	$	501,788	$	(31,379	)	$	(2,639	)	$	(127,655	)	$	(1,076	)	$	339,039

(1)

Operating expenses include sales and marketing, product, technology, and development, general and administrative, impairments, and depreciation & amortization.

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

(in thousands)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
GAAP net cash and cash equivalents provided by operating activities	$	73,119		$	71,597		$	140,998		$	123,561
Purchases of property and equipment		(1,583	)		(25,984	)		(3,823	)		(54,649	)
Capitalization of website development costs		(6,262	)		(5,242	)		(11,653	)		(10,707	)
Non-GAAP free cash flow	$	65,274		$	40,371		$	125,522		$	58,205

Non-GAAP Financial Measures and Other Business Metrics

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

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

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

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

We define Adjusted EBITDA as net income (loss), adjusted to exclude: depreciation and amortization, impairments, stock‑based compensation expense, transaction-related expenses, other income, net, and provision for (benefit from) income taxes.

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

We have presented Adjusted EBITDA and Adjusted EBITDA margin because they are key measures used by our management and Board of Directors to understand and evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision making.

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

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

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

We define Transactions within the Digital Wholesale segment as the number of vehicles processed from car dealers, consumers, and other marketplaces through the CarOffer website within the defined period. Transactions consists of each unique vehicle (based on vehicle identification number) that reaches "sold and invoiced" status on the CarOffer website within the defined period, including vehicles sold to car dealers, vehicles sold at third-party auctions, vehicles ultimately sold to a different buyer, and vehicles that are returned to their owners without completion of a sale transaction. We exclude vehicles processed within CarOffer's intra-group trading solution (Group Trade) from the definition of Transactions, and we only count any unique vehicle once even if it reaches sold status multiple times. The Digital Wholesale segment includes the purchase and sale of vehicles between dealers, or Dealer-to-Dealer transactions, and Sell My Car - Instant Max Cash Offer transactions. We view Transactions as a key business metric, and we believe it provides useful information to investors, because it provides insight into growth and revenue for the Digital Wholesale segment. Transactions drive a significant portion of Digital Wholesale segment revenue. We believe growth in Transactions demonstrates consumer and dealer utilization and our market share penetration in the Digital Wholesale segment. Beginning in the second half of 2025 we expect Transactions to decrease due to the wind down of CarOffer, including the CarOffer Transactions Business, and cease over time.

Historically, we have used data from Google Analytics to measure two of our key business metrics: monthly unique users and monthly sessions. Effective July 1, 2024, GA4 replaced Google Analytics. The methodologies used in GA4 are different and not comparable to the methodologies used in Google Analytics. As discussed below, we also make certain adjustments to the GA4 data in order to improve the accuracy of the reported monthly unique users and monthly sessions. Due to the change in methodology, we are unable to provide comparable monthly unique user and monthly session information for prior periods, including any periods prior to June 30, 2024.

For each of our websites (excluding the CarOffer website), we define a monthly unique user as an individual who has visited any such website and taken a Visitor Action (as defined below) within a calendar month, based on data as measured by GA4. We calculate average monthly unique users as the sum of the monthly unique users of each of our websites in a defined period, divided by the number of months in that period. Effective July 1, 2024, we count a unique user the first time a computer or mobile device with a unique device identifier accesses any of our websites or application during a calendar month and takes an action on such website or in such application, such as performing a search, visiting vehicle detail pages, and connecting with a dealer ("Visitor Action"). If an individual accesses a website or application using a different device within a given month, the first Visitor Action taken by each such device is counted as a separate unique user. If an individual uses multiple browsers on a single device and/or clears their cookies and returns to our website or application and takes a Visitor Action within a calendar month, each such Visitor Action is counted as a separate unique user. We eliminate any duplicate unique users that may arise when users visit a webview within our native application. We view our average monthly unique users as a key indicator of the quality of our user experience, the effectiveness of our advertising and traffic acquisition, and the strength of our brand awareness. Measuring unique users is important to us and we believe it provides useful information to our investors because our marketplace revenue depends, in part, on our ability to provide dealers with connections to our users and exposure to our marketplace audience. We define connections as interactions between consumers and dealers on our marketplace through phone calls, email, managed text and chat, and clicks to access the dealer’s website or map directions to the dealership.

We define monthly sessions as the number of distinct visits to our websites (excluding the CarOffer website) that include a Visitor Action that take place each month within a given time frame, as measured and defined by GA4. We calculate average monthly sessions as the sum of the monthly sessions in a defined period, divided by the number of months in that period. Effective July 1, 2024, a session is defined as beginning with the first Visitor Action from a computer or mobile device and ending at the earliest of when a user closes their browser window or after 30 minutes of inactivity. We eliminate any duplicate monthly sessions that may arise when users visit a webview within our native application. We believe that measuring the volume of sessions in a time period, when considered in conjunction with the number of unique users in that time period, is an important indicator to us of consumer satisfaction and engagement with our marketplace, and we believe it provides useful information to our investors because the more satisfied and engaged consumers we have, the more valuable our service is to dealers.