STOCK TITAN

CarGurus authorizes $250M share buyback program

CarGurus’ full-year 2026 revenue outlook is $1,011.5 million to $1,016.5 million, alongside a newly authorized $250.0 million repurchase program.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

CarGurus, Inc. reported third-quarter 2026 revenue of $258.4 million, up 12% year over year, and GAAP net income from continuing operations of $52.8 million, up 2%. Non-GAAP Adjusted EBITDA from continuing operations was $89.7 million, up 9%; operating cash flow was $80.8 million and non-GAAP free cash flow was $73.9 million. The board authorized a $250.0 million share repurchase program.

For the first nine months of 2026, revenue was $752.9 million, up 13%, and adjusted EBITDA was $254.6 million, up 10%; GAAP net income from continuing operations was $134.2 million, down 6%. The company recorded $20.2 million of impairment charges during that period. Fourth-quarter revenue guidance is $258.5 million to $263.5 million; full-year revenue guidance is $1,011.5 million to $1,016.5 million, and full-year adjusted EBITDA guidance is $347.5 million to $355.5 million.

2 points · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 1 point

How the balance works

Positive

  • Moderate pointThird-quarter revenue rose 12% to $258.4 million year over year.
  • Moderate pointAdjusted EBITDA from continuing operations rose 9% to $89.7 million.

Negative

  • Moderate pointNine-month GAAP net income from continuing operations fell 6% to $134.2 million.

Filing Explained

Before the November 5, 2026 authorization, the nine-month cash-flow statement records $225,069 thousand of common-stock repurchases through September 30, 2026; outstanding Class A and Class B shares were 75,339,849 and 13,763,613 then, compared with 80,667,475 and 14,216,250 at December 31, 2025.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $258.4 million Third quarter ended September 30, 2026; up 12% year over year.
GAAP net income from continuing operations $52.8 million Third quarter ended September 30, 2026; up 2% year over year.
Non-GAAP Adjusted EBITDA from continuing operations $89.7 million Third quarter ended September 30, 2026; up 9% year over year.
GAAP net income from continuing operations $134.2 million Nine months ended September 30, 2026; down 6% year over year.
GAAP net cash, cash equivalents, and restricted cash provided by operating activities $80.8 million Three months ended September 30, 2026.
Authorized share repurchase program $250.0 million Authorized by the Board of Directors.
Fourth-quarter 2026 revenue guidance $258.5 million to $263.5 million Fourth quarter 2026.
Full-year 2026 revenue guidance $1,011.5 million to $1,016.5 million Full year 2026.
Non-GAAP Adjusted EBITDA from continuing operations financial
"Non-GAAP Adjusted EBITDA from continuing operations was $89.7 million"
Non-GAAP Free Cash Flow financial
"We define non-GAAP Free Cash Flow as cash flow from operations adjusted to include"
Non-GAAP free cash flow is a company’s reported cash generated from operations after paying for routine investments in property and equipment, adjusted by management to exclude or include certain items that aren’t part of standard accounting rules. Investors watch it as a practical measure of the cash a business has available for dividends, stock buybacks, debt repayment or reinvestment — like a household’s usable savings after adjusting for one-time or unusual expenses — but calculations vary between firms, so comparisons require caution.
Quarterly Average Revenue per Subscribing Dealer (QARSD) financial
"We define Quarterly Average Revenue per Subscribing Dealer (“QARSD”)"
discontinued operations financial
"We have presented the financial results of CarOffer as discontinued operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
Revenue $258.4 million Up 12% year over year
GAAP net income from continuing operations $52.8 million Up 2% year over year
Non-GAAP Adjusted EBITDA from continuing operations $89.7 million Up 9% year over year
Guidance

Fourth-quarter 2026 revenue: $258.5 million to $263.5 million; full-year 2026 revenue: $1,011.5 million to $1,016.5 million; full-year non-GAAP Adjusted EBITDA from continuing operations: $347.5 million to $355.5 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were CarGurus (CARG)'s third-quarter 2026 revenue and earnings?

Revenue was $258.4 million, up 12% year over year; GAAP net income from continuing operations was $52.8 million, up 2%, and non-GAAP Adjusted EBITDA from continuing operations was $89.7 million, up 9%.

What revenue guidance did CarGurus (CARG) give for 2026?

CarGurus guided to fourth-quarter 2026 revenue of $258.5 million to $263.5 million and full-year 2026 revenue of $1,011.5 million to $1,016.5 million. The guidance is based on recent market trends, industry conditions, and management’s expectations and assumptions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000149425900014942592026-11-052026-11-05

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2026

img174045972_0.gif

CarGurus, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

001-38233

04-3843478

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

1001 Boylston Street, 16th Floor

Boston, Massachusetts 02115

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 354-0068

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock,
par value $0.001 per share

 

CARG

 

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2026, CarGurus, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2026. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The press release attached as Exhibit 99.1 hereto is being furnished pursuant to Item 2.02 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 

Exhibit No.

Description

99.1

Press Release of CarGurus, Inc., dated November 5, 2026.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

CARGURUS, INC.

Date: November 5, 2026

By:

/s/ Jason Trevisan

Name: Jason Trevisan

Title: Chief Executive Officer

 

 


Exhibit 99.1

 

img239243378_0.gif

 

CarGurus Announces Third Quarter 2026 Results

Q3'26 revenue grew 12% YoY to $258 million, at the high end of our guidance range

Q3'26 GAAP net income from continuing operations of $52.8 million, up 2% YoY; non-GAAP Adjusted EBITDA from continuing operations of $89.7 million, near the high end of our guidance range

Q3'26 GAAP net cash, cash equivalents, and restricted cash provided by operating activities of $80.8 million;
non-GAAP free cash flow of $73.9 million

CarGurus’ Board of Directors authorized $250.0 million share repurchase program

BOSTON, November 5, 2026 - CarGurus, Inc. (Nasdaq: CARG), the No. 1 visited automotive shopping site in the U.S.1, today announced financial results for the third quarter ended September 30, 2026.

“We delivered strong third-quarter results, with revenue up 12% year-over-year at the high end of guidance and Adjusted EBITDA near the high end,” said Jason Trevisan, Chief Executive Officer of CarGurus. “We are bringing products to market faster and building from our marketplace foundation into a broader set of AI enabled solutions across the dealer workflow including building out our inventory pillar with the launch of StockVantage. For consumers, we are meeting shoppers in the AI tools they already use as we work toward becoming the expert guide for car shopping in an AI-led world. We believe disciplined execution and robust free cash flow position us to create long-term value for stockholders.”

1


 

Third Quarter Financial Highlights

Below are our financial highlights from continuing operations(1) for the three and nine months ended September 30, 2026.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2026

 

 

 

Results
(in millions)

 

 

Variance from Prior Year

 

 

Results
(in millions)

 

 

Variance from Prior Year

 

Revenue

 

$

258.4

 

 

 

12

%

 

$

752.9

 

 

 

13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit (2)

 

$

237.1

 

 

 

10

%

 

$

692.8

 

 

 

12

%

% Margin

 

 

92

%

 

(92) bps

 

 

 

92

%

 

(93) bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses (2)

 

$

169.1

 

 

 

12

%

 

$

521.8

 

 

 

18

%

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net Income from continuing operations (2)

 

$

52.8

 

 

 

2

%

 

$

134.2

 

 

 

(6

)%

% Margin

 

 

20

%

 

(199) bps

 

 

 

18

%

 

(365) bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Adjusted EBITDA from continuing operations (3)

 

$

89.7

 

 

 

9

%

 

$

254.6

 

 

 

10

%

% Margin (3)

 

 

35

%

 

(89) bps

 

 

 

34

%

 

(80) bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at period end (4)

 

$

164.9

 

 

 

(13

)%

 

$

164.9

 

 

 

(13

)%

 

(1)
In August 2025 the Board of Directors of CarGurus approved the wind-down of CarOffer, LLC (“CarOffer”), which was completed as of December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in the Unaudited Condensed Consolidated Financial Statements. No assets or liabilities were classified as discontinued operations as of September 30, 2026 or December 31, 2025. No results of operations were classified as discontinued operations for the three and nine months ended September 30, 2026. The Unaudited Condensed Consolidated Income Statement for the three and nine months ended September 30, 2025, was derived from the Unaudited Condensed Consolidated Income Statement of CarGurus, Inc. as of that date, adjusted for the reclassification of discontinued operations. The Unaudited Condensed Consolidated Statement of Cash Flows as of September 30, 2025, related to discontinued operations has not been separately reclassified and are included within the period referenced.
(2)
During the three months ended September 30, 2026 and 2025, there was no impairment in operating expenses. During the nine months ended September 30, 2026, we recognized $20.2 million of impairments, inclusive of $0.5 million in cost of revenue and $19.7 million in operating expenses. During the nine months ended September 30, 2025, we recognized $0.5 million of impairment in operating expenses.
(3)
For more information regarding our use of non-GAAP Adjusted EBITDA from continuing operations 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.
(4)
Variance represents the change from December 31, 2025.

 

 

 

Three Months Ended

 

 

 

September 30, 2026

 

 

 

Results

 

 

Variance from Prior Year

 

Key Performance Indicators (1)

 

 

 

 

 

 

U.S. Paying Dealers

 

 

26,402

 

 

 

3

%

International Paying Dealers

 

 

8,299

 

 

 

5

%

Total Paying Dealers

 

 

34,701

 

 

 

3

%

 

 

 

 

 

 

 

U.S. QARSD

 

$

8,308

 

 

 

7

%

International QARSD

 

$

2,715

 

 

 

14

%

Consolidated QARSD

 

$

6,955

 

 

 

7

%

(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


 

Fourth Quarter and Full-Year 2026 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.

 

Fourth Quarter 2026 Guidance Metrics (in millions)

Low

 

 

High

 

Total revenue

$

258.5

 

 

$

263.5

 

Non-GAAP Adjusted EBITDA from continuing operations

$

93.0

 

 

$

101.0

 

Non-GAAP Earnings per Share from continuing operations

$

0.73

 

 

$

0.79

 

 

Full-Year 2026 Guidance Metrics (in millions, except percentages)

Low

 

 

High

 

Total revenue

$

1,011.5

 

 

$

1,016.5

 

Revenue change YoY

 

11.5

%

 

 

12.1

%

Non-GAAP Adjusted EBITDA from continuing operations

$

347.5

 

 

$

355.5

 

Non-GAAP Adjusted EBITDA from continuing operations margin change YoY

 

(0.8

)%

 

 

(0.2

)%

Non-GAAP Earnings per Share from continuing operations

$2.66

 

 

$2.72

 

Guidance for the fourth quarter and full-year 2026 non-GAAP earnings per share from continuing operations calculations assumes 90.0 million and 92.0 million, respectively, diluted weighted-average common shares outstanding.

The assumptions that are built into guidance for the fourth quarter and full-year 2026 regarding our pace of paid dealer acquisition, churn, and expansion activity for the relevant period are based on recent market trends and industry conditions. Guidance for the fourth quarter and full-year 2026 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 2026 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 Adjusted EBITDA from continuing operations to GAAP net income from continuing operations, Non-GAAP adjusted EBITDA margin from continuing operations to GAAP net income margin from continuing operations, or non-GAAP earnings per share from continuing operations to GAAP earnings per share from continuing operations because we are unable to accurately predict without unreasonable effort the exact amount or timing of certain reconciling items between such GAAP and non-GAAP financial measures, including, as applicable, depreciation expenses, amortization of intangible assets, non-intangible amortization, stock-based compensation, impairments, other income, net, and income tax effects. The variability of these reconciling items could have a significant impact on our future GAAP reported results.

3


 

Conference Call and Webcast Information

CarGurus will host a conference call and live webcast to discuss its third quarter 2026 financial results and business outlook at 5:00 p.m. Eastern Time today, November 5, 2026. 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 investors.cargurus.com.

An audio replay of the call will also be available to investors beginning at approximately 8:00 p.m. Eastern Time today, November 5, 2026, until 11:59 p.m. Eastern Time on November 19, 2026, by dialing (844) 512-2921 for callers in the U.S. or Canada, or (412) 317-6671 for international callers, and entering passcode 13759728. In addition, an archived webcast will be available on the Investors section of CarGurus’ website at investors.cargurus.com.

About CarGurus

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

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

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

1 Similarweb: Traffic and Engagement Report (Cars.com, Autotrader.com, TrueCar.com, CARFAX.com Listings
(defined as CARFAX.com Total Visits minus Vehicle History Reports)), Q3 2026, U.S.

2Compared to Autotrader.com, Cars.com, TrueCar.com, and CARFAX (Joreca as of September 30, 2026)

3Similarweb: Traffic and Engagement Report, Q3 2026, U.K.

CarGurus® and Autolist® are each a registered trademark of CarGurus, Inc., and 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.

© 2026 CarGurus, Inc., All Rights Reserved.

4


 

Cautionary Language Concerning Forward-Looking Statements

This press release includes forward-looking statements. Other than statements of historical facts, all statements contained in this press release, including statements regarding our future financial and operating results; our fourth quarter and full-year 2026 financial and business performance, including guidance; 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; our plans relating to share repurchases; the attractiveness and value proposition of our current offerings and other product opportunities; the potential of, and expectations for, 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, the impact of new or modified laws and regulations that currently apply or become applicable to our business, 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,” “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 reasonably believe may affect our business, financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, financial needs, and growth prospects. You should not rely upon forward-looking statements as predictions of future events.

These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including risks related to our growth and our ability to grow our revenue; our relationships with dealers; competition in the markets in which we operate; market growth; our ability to innovate; 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; the impact of new or improved technologies, including artificial intelligence, on our business, operations, and strategy; 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. We operate in a very competitive and rapidly changing environments. New risks and uncertainties emerge from time to time. It is not possible for us to predict all risks and uncertainties that could have an impact on any forward-looking statements we may make. 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

 

5


 

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

 

As of
September 30,
2026

 

 

As of
December 31,
2025

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

164,910

 

 

$

190,518

 

Accounts receivable, net of allowance for doubtful accounts of $803
   and $600, respectively

 

 

47,049

 

 

 

41,936

 

Prepaid expenses, prepaid income taxes, and other current assets

 

 

19,573

 

 

 

35,259

 

Deferred contract costs

 

 

14,845

 

 

 

15,235

 

Total current assets

 

 

246,377

 

 

 

282,948

 

Property and equipment, net

 

 

129,254

 

 

 

132,952

 

Intangible assets, net

 

 

2,500

 

 

 

3,253

 

Goodwill

 

 

27,881

 

 

 

28,397

 

Operating lease right-of-use assets

 

 

96,660

 

 

 

115,481

 

Deferred tax assets

 

 

68,199

 

 

 

81,201

 

Deferred contract costs, net of current portion

 

 

12,831

 

 

 

13,563

 

Other non-current assets

 

 

5,351

 

 

 

4,102

 

Total assets

 

$

589,053

 

 

$

661,897

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

31,353

 

 

$

29,115

 

Accrued expenses, accrued income taxes, and other current liabilities

 

 

40,487

 

 

 

38,393

 

Deferred revenue

 

 

25,639

 

 

 

23,562

 

Operating lease liabilities

 

 

10,089

 

 

 

9,469

 

Total current liabilities

 

 

107,568

 

 

 

100,539

 

Operating lease liabilities

 

 

172,176

 

 

 

181,364

 

Deferred tax liabilities

 

 

—

 

 

 

442

 

Other non–current liabilities

 

 

6,073

 

 

 

5,354

 

Total liabilities

 

 

285,817

 

 

 

287,699

 

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; 75,339,849 and 80,667,475 shares issued and outstanding
   at September 30, 2026 and December 31, 2025, respectively

 

 

75

 

 

 

81

 

Class B common stock, $0.001 par value per share; 100,000,000 shares
   authorized; 13,763,613 and 14,216,250 shares issued and outstanding
   at September 30, 2026 and December 31, 2025, respectively

 

 

14

 

 

 

14

 

Additional paid-in capital

 

 

13,720

 

 

 

10,297

 

Retained earnings

 

 

289,403

 

 

 

362,380

 

Accumulated other comprehensive income

 

 

24

 

 

 

1,426

 

Total stockholders’ equity

 

 

303,236

 

 

 

374,198

 

Total liabilities and stockholders’ equity

 

$

589,053

 

 

$

661,897

 

 

6


 

Unaudited Condensed Consolidated Income Statements

(in thousands, except share and per share data)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$

258,366

 

 

$

231,653

 

 

$

752,892

 

 

$

665,886

 

Cost of revenue(1)(2)

 

 

21,288

 

 

 

16,946

 

 

 

60,095

 

 

 

46,966

 

Gross profit

 

 

237,078

 

 

 

214,707

 

 

 

692,797

 

 

 

618,920

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

99,242

 

 

 

87,039

 

 

 

294,361

 

 

 

253,295

 

Product, technology, and development

 

 

38,493

 

 

 

34,139

 

 

 

114,301

 

 

 

102,892

 

General and administrative

 

 

27,522

 

 

 

25,546

 

 

 

82,212

 

 

 

75,597

 

Impairments

 

 

—

 

 

 

—

 

 

 

19,651

 

 

 

499

 

Depreciation and amortization

 

 

3,889

 

 

 

3,868

 

 

 

11,279

 

 

 

11,319

 

Total operating expenses

 

 

169,146

 

 

 

150,592

 

 

 

521,804

 

 

 

443,602

 

Income from continuing operations

 

 

67,932

 

 

 

64,115

 

 

 

170,993

 

 

 

175,318

 

Other income, net

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

1,182

 

 

 

2,292

 

 

 

3,809

 

 

 

7,524

 

Other expense, net

 

 

(499

)

 

 

(409

)

 

 

(1,553

)

 

 

(281

)

Total other income, net

 

 

683

 

 

 

1,883

 

 

 

2,256

 

 

 

7,243

 

Income from continuing operations before income taxes

 

 

68,615

 

 

 

65,998

 

 

 

173,249

 

 

 

182,561

 

Provision for income taxes

 

 

15,826

 

 

 

14,057

 

 

 

39,039

 

 

 

39,557

 

Net income from continuing operations

 

 

52,789

 

 

 

51,941

 

 

 

134,210

 

 

 

143,004

 

Net loss from discontinued operations, net of tax benefits

 

 

—

 

 

 

(7,224

)

 

 

—

 

 

 

(36,899

)

Consolidated net income

 

$

52,789

 

 

$

44,717

 

 

$

134,210

 

 

$

106,105

 

Net income per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.59

 

 

$

0.53

 

 

$

1.47

 

 

$

1.43

 

Consolidated

 

$

0.59

 

 

$

0.46

 

 

$

1.47

 

 

$

1.06

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.59

 

 

$

0.52

 

 

$

1.46

 

 

$

1.41

 

Consolidated

 

$

0.59

 

 

$

0.45

 

 

$

1.46

 

 

$

1.04

 

Weighted-average number of shares of common stock used in
   computing net income per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

89,104,650

 

 

 

98,170,081

 

 

 

91,078,917

 

 

 

100,033,516

 

Diluted

 

 

90,120,994

 

 

 

99,722,575

 

 

 

92,079,729

 

 

 

101,640,190

 

(1)
For the three months ended September 30, 2026 and 2025, and for the nine months ended September 30, 2026 and 2025, cost of revenue includes $4.8 million, $2.5 million, $12.5 million, and $6.5 million, respectively, of depreciation and amortization expense.
(2)
For the three months ended September 30, 2026 and 2025, and for the nine months ended September 30, 2025, there was no impairment recorded in cost of revenue. For the nine months ended September 30, 2026, cost of revenue includes impairment of $0.5 million.

 

 

 

 

7


 

Unaudited Geographical Revenue

(in thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue by Geographic Region

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

232,490

 

 

$

210,441

 

 

$

678,751

 

 

$

608,321

 

International

 

 

25,876

 

 

 

21,212

 

 

 

74,141

 

 

 

57,565

 

Total

 

$

258,366

 

 

$

231,653

 

 

$

752,892

 

 

$

665,886

 

 

8


 

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated net income

 

$

52,789

 

 

$

44,717

 

 

$

134,210

 

 

$

106,105

 

Adjustments to reconcile consolidated net income to net cash provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,722

 

 

 

7,356

 

 

 

23,821

 

 

 

20,592

 

Currency loss (gain) on foreign denominated transactions

 

 

32

 

 

 

11

 

 

 

197

 

 

 

(446

)

Other non-cash income, net

 

 

—

 

 

 

(101

)

 

 

—

 

 

 

(101

)

Deferred taxes

 

 

7,882

 

 

 

27,296

 

 

 

12,575

 

 

 

13,966

 

Provision for doubtful accounts

 

 

657

 

 

 

924

 

 

 

2,143

 

 

 

2,047

 

Stock-based compensation expense

 

 

13,003

 

 

 

12,627

 

 

 

39,633

 

 

 

38,552

 

Amortization of deferred financing costs

 

 

216

 

 

 

129

 

 

 

474

 

 

 

387

 

Amortization of deferred contract costs

 

 

4,761

 

 

 

4,172

 

 

 

14,510

 

 

 

11,986

 

Impairments

 

 

—

 

 

 

—

 

 

 

20,161

 

 

 

32,552

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(3,973

)

 

 

1,181

 

 

 

(7,383

)

 

 

3,404

 

Inventory

 

 

—

 

 

 

711

 

 

 

—

 

 

 

338

 

Prepaid expenses, prepaid income taxes, and other assets

 

 

1,793

 

 

 

(17,346

)

 

 

14,790

 

 

 

(8,452

)

Deferred contract costs

 

 

(3,773

)

 

 

(4,278

)

 

 

(13,489

)

 

 

(13,707

)

Accounts payable

 

 

(4,577

)

 

 

(2,465

)

 

 

1,948

 

 

 

4,227

 

Accrued expenses, accrued income taxes, and other liabilities

 

 

4,176

 

 

 

(2,854

)

 

 

3,994

 

 

 

(6,058

)

Deferred revenue

 

 

680

 

 

 

247

 

 

 

2,091

 

 

 

1,933

 

Lease obligations

 

 

(1,575

)

 

 

(1,162

)

 

 

(4,422

)

 

 

4,838

 

Net cash provided by operating activities

 

 

80,813

 

 

 

71,165

 

 

 

245,253

 

 

 

212,163

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(996

)

 

 

(1,362

)

 

 

(1,949

)

 

 

(5,185

)

Capitalization of website development costs

 

 

(5,947

)

 

 

(5,794

)

 

 

(18,596

)

 

 

(17,447

)

Net cash used in investing activities

 

 

(6,943

)

 

 

(7,156

)

 

 

(20,545

)

 

 

(22,632

)

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock upon exercise of stock options

 

 

—

 

 

 

25

 

 

 

55

 

 

 

429

 

Payment of withholding taxes on net share settlements of restricted stock units

 

 

(7,393

)

 

 

(7,374

)

 

 

(20,989

)

 

 

(22,704

)

Repurchases of common stock

 

 

(22,934

)

 

 

(110,279

)

 

 

(225,069

)

 

 

(294,887

)

Payment of excise tax for repurchase of common stock

 

 

—

 

 

 

—

 

 

 

(2,654

)

 

 

(682

)

Payment of deferred financing costs

 

 

(691

)

 

 

—

 

 

 

(691

)

 

 

—

 

Payment of finance lease obligations

 

 

(22

)

 

 

(20

)

 

 

(65

)

 

 

(60

)

Change in gross advance payments received from third-party transaction processor

 

 

—

 

 

 

(803

)

 

 

—

 

 

 

(1,084

)

Net cash used in financing activities

 

 

(31,040

)

 

 

(118,451

)

 

 

(249,413

)

 

 

(318,988

)

Impact of foreign currency on cash, cash equivalents, and restricted cash

 

 

(56

)

 

 

(52

)

 

 

(903

)

 

 

2,083

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

42,774

 

 

 

(54,494

)

 

 

(25,608

)

 

 

(127,374

)

Cash, cash equivalents, and restricted cash at beginning of period

 

 

122,136

 

 

 

233,349

 

 

 

190,518

 

 

 

306,229

 

Cash, cash equivalents, and restricted cash at end of period

 

$

164,910

 

 

$

178,855

 

 

$

164,910

 

 

$

178,855

 

 

9


 

Unaudited Reconciliation of GAAP Gross Profit from Continuing Operations to Non-GAAP Gross Profit from Continuing Operations and GAAP Gross Profit Margin from Continuing Operations to Non-GAAP Gross Profit Margin from Continuing Operations

(in thousands, except percentages)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$

258,366

 

 

$

231,653

 

 

$

752,892

 

 

$

665,886

 

Cost of revenue

 

 

21,288

 

 

 

16,946

 

 

 

60,095

 

 

 

46,966

 

GAAP gross profit from continuing operations

 

 

237,078

 

 

 

214,707

 

 

 

692,797

 

 

 

618,920

 

Stock-based compensation expense included in cost of revenue

 

 

55

 

 

 

70

 

 

 

171

 

 

 

209

 

Impairments included in cost of revenue

 

 

—

 

 

 

—

 

 

 

510

 

 

 

—

 

Non-GAAP gross profit from continuing operations

 

$

237,133

 

 

$

214,777

 

 

$

693,478

 

 

$

619,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit margin from continuing operations

 

 

92

%

 

 

93

%

 

 

92

%

 

 

93

%

Non-GAAP gross profit margin from continuing operations

 

 

92

%

 

 

93

%

 

 

92

%

 

 

93

%

Unaudited Reconciliation of GAAP Net Income from Continuing Operations to Non-GAAP Net Income from Continuing Operations and GAAP Net Income from Continuing Operations Per Share Attributable to Common Stockholders to Non-GAAP Net Income from Continuing Operations Per Share Attributable to Common Stockholders

(in thousands, except per share data)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

GAAP net income from continuing operations

 

$

52,789

 

 

$

51,941

 

 

$

134,210

 

 

$

143,004

 

Amortization of intangible assets

 

 

237

 

 

 

239

 

 

 

714

 

 

 

705

 

Stock-based compensation expense

 

 

13,003

 

 

 

12,026

 

 

 

39,633

 

 

 

36,926

 

Transaction-related expenses

 

 

—

 

 

 

(2

)

 

 

—

 

 

 

5

 

Impairments

 

 

—

 

 

 

—

 

 

 

20,161

 

 

 

499

 

Income tax effects and adjustments

 

 

(3,265

)

 

 

(4,009

)

 

 

(15,990

)

 

 

(13,256

)

Non-GAAP net income from continuing operations

 

$

62,764

 

 

$

60,195

 

 

$

178,728

 

 

$

167,883

 

GAAP net income from continuing operations per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.59

 

 

$

0.53

 

 

$

1.47

 

 

$

1.43

 

Diluted

 

$

0.59

 

 

$

0.52

 

 

$

1.46

 

 

$

1.41

 

Non-GAAP net income from continuing operations per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.70

 

 

$

0.61

 

 

$

1.96

 

 

$

1.68

 

Diluted

 

$

0.70

 

 

$

0.60

 

 

$

1.94

 

 

$

1.65

 

Shares used in GAAP and Non-GAAP per share calculations

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

89,105

 

 

 

98,170

 

 

 

91,079

 

 

 

100,034

 

Diluted

 

 

90,121

 

 

 

99,723

 

 

 

92,080

 

 

 

101,640

 

 

10


 

Unaudited Reconciliation of GAAP Net Income from Continuing Operations to Non-GAAP Adjusted EBITDA from Continuing Operations and GAAP Net Income Margin from Continuing Operations to Non-GAAP Adjusted EBITDA Margin from Continuing Operations

(in thousands, except percentages)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

GAAP net income from continuing operations

 

$

52,789

 

 

$

51,941

 

 

$

134,210

 

 

$

143,004

 

Depreciation and amortization

 

 

8,722

 

 

 

6,308

 

 

 

23,821

 

 

 

17,773

 

Stock-based compensation expense

 

 

13,003

 

 

 

12,026

 

 

 

39,633

 

 

 

36,926

 

Transaction-related expenses

 

 

—

 

 

 

(2

)

 

 

—

 

 

 

5

 

Impairments

 

 

—

 

 

 

—

 

 

 

20,161

 

 

 

499

 

Other income, net

 

 

(683

)

 

 

(1,883

)

 

 

(2,256

)

 

 

(7,243

)

Provision for income taxes

 

 

15,826

 

 

 

14,057

 

 

 

39,039

 

 

 

39,557

 

Non-GAAP adjusted EBITDA from continuing operations

 

$

89,657

 

 

$

82,447

 

 

$

254,608

 

 

$

230,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income margin from continuing operations

 

 

20

%

 

 

22

%

 

 

18

%

 

 

21

%

Non-GAAP adjusted EBITDA margin from continuing operations

 

 

35

%

 

 

36

%

 

 

34

%

 

 

35

%

 

11


 

Unaudited Reconciliation of GAAP Expense from Continuing Operations to Non-GAAP Expense from Continuing Operations

(in thousands)

 

 

 

Three Months Ended September 30, 2026

 

 

 

GAAP expense

 

 

Amortization of
intangible assets

 

 

Stock-based
compensation
expense

 

 

Transaction-related expenses

 

 

Impairments

 

 

Non-GAAP
expense

 

Cost of revenue

 

$

21,288

 

 

$

—

 

 

$

(55

)

 

$

—

 

 

$

—

 

 

$

21,233

 

Sales and marketing

 

 

99,242

 

 

 

—

 

 

 

(2,550

)

 

 

—

 

 

 

—

 

 

 

96,692

 

Product, technology, and development

 

 

38,493

 

 

 

—

 

 

 

(5,337

)

 

 

—

 

 

 

—

 

 

 

33,156

 

General and administrative

 

 

27,522

 

 

 

—

 

 

 

(5,061

)

 

 

—

 

 

 

—

 

 

 

22,461

 

Impairments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Depreciation & amortization

 

 

3,889

 

 

 

(237

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,652

 

Operating expenses from continuing operations(1)

 

$

169,146

 

 

$

(237

)

 

$

(12,948

)

 

$

—

 

 

$

—

 

 

$

155,961

 

Total cost of revenue and operating expenses from continuing operations

 

$

190,434

 

 

$

(237

)

 

$

(13,003

)

 

$

—

 

 

$

—

 

 

$

177,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2025

 

 

 

GAAP expense

 

 

Amortization of
intangible assets

 

 

Stock-based
compensation
expense

 

 

Transaction-related expenses

 

 

Impairments

 

 

Non-GAAP
expense

 

Cost of revenue

 

$

16,946

 

 

$

—

 

 

$

(70

)

 

$

—

 

 

$

—

 

 

$

16,876

 

Sales and marketing

 

 

87,039

 

 

 

—

 

 

 

(2,664

)

 

 

—

 

 

 

—

 

 

 

84,375

 

Product, technology, and development

 

 

34,139

 

 

 

—

 

 

 

(5,240

)

 

 

2

 

 

 

—

 

 

 

28,901

 

General and administrative

 

 

25,546

 

 

 

—

 

 

 

(4,052

)

 

 

—

 

 

 

—

 

 

 

21,494

 

Impairments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Depreciation & amortization

 

 

3,868

 

 

 

(239

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,629

 

Operating expenses from continuing operations(1)

 

$

150,592

 

 

$

(239

)

 

$

(11,956

)

 

$

2

 

 

$

—

 

 

$

138,399

 

Total cost of revenue and operating expenses from continuing operations

 

$

167,538

 

 

$

(239

)

 

$

(12,026

)

 

$

2

 

 

$

—

 

 

$

155,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2026

 

 

 

GAAP expense

 

 

Amortization of
intangible assets

 

 

Stock-based
compensation
expense

 

 

Transaction-related expenses

 

 

Impairments

 

 

Non-GAAP
expense

 

Cost of revenue

 

$

60,095

 

 

$

—

 

 

$

(171

)

 

$

—

 

 

$

(510

)

 

$

59,414

 

Sales and marketing

 

 

294,361

 

 

 

—

 

 

 

(8,450

)

 

 

—

 

 

 

—

 

 

 

285,911

 

Product, technology, and development

 

 

114,301

 

 

 

—

 

 

 

(16,373

)

 

 

—

 

 

 

—

 

 

 

97,928

 

General and administrative

 

 

82,212

 

 

 

—

 

 

 

(14,639

)

 

 

—

 

 

 

—

 

 

 

67,573

 

Impairments

 

 

19,651

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(19,651

)

 

 

—

 

Depreciation & amortization

 

 

11,279

 

 

 

(714

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

10,565

 

Operating expenses from continuing operations(1)

 

$

521,804

 

 

$

(714

)

 

$

(39,462

)

 

$

—

 

 

$

(19,651

)

 

$

461,977

 

Total cost of revenue and operating expenses from continuing operations

 

$

581,899

 

 

$

(714

)

 

$

(39,633

)

 

$

—

 

 

$

(20,161

)

 

$

521,391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2025

 

 

 

GAAP expense

 

 

Amortization of
intangible assets

 

 

Stock-based
compensation
expense

 

 

Transaction-related expenses

 

 

Impairments

 

 

Non-GAAP
expense

 

Cost of revenue

 

$

46,966

 

 

$

—

 

 

$

(209

)

 

$

—

 

 

$

—

 

 

$

46,757

 

Sales and marketing

 

 

253,295

 

 

 

—

 

 

 

(8,240

)

 

 

—

 

 

 

—

 

 

 

245,055

 

Product, technology, and development

 

 

102,892

 

 

 

—

 

 

 

(16,209

)

 

 

—

 

 

 

—

 

 

 

86,683

 

General and administrative

 

 

75,597

 

 

 

—

 

 

 

(12,268

)

 

 

(5

)

 

 

—

 

 

 

63,324

 

Impairments

 

 

499

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(499

)

 

 

—

 

Depreciation & amortization

 

 

11,319

 

 

 

(705

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

10,614

 

Operating expenses from continuing operations(1)

 

$

443,602

 

 

$

(705

)

 

$

(36,717

)

 

$

(5

)

 

$

(499

)

 

$

405,676

 

Total cost of revenue and operating expenses from continuing operations

 

$

490,568

 

 

$

(705

)

 

$

(36,926

)

 

$

(5

)

 

$

(499

)

 

$

452,433

 

(1)
Operating expenses include sales and marketing, product, technology, and development, general and administrative, impairments, and depreciation & amortization.

12


 

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

(in thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

GAAP net cash, cash equivalents, and restricted cash provided by operating activities

 

$

80,813

 

 

$

71,165

 

 

$

245,253

 

 

$

212,163

 

Purchases of property and equipment

 

 

(996

)

 

 

(1,362

)

 

 

(1,949

)

 

 

(5,185

)

Capitalization of website development costs

 

 

(5,947

)

 

 

(5,794

)

 

 

(18,596

)

 

 

(17,447

)

Non-GAAP free cash flow

 

$

73,870

 

 

$

64,009

 

 

$

224,708

 

 

$

189,531

 

 

13


 

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

While a reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis because we are unable to accurately predict without unreasonable effort the exact amount or timing of certain reconciling items between such GAAP and non-GAAP financial measures, including, as applicable, depreciation expenses, amortization of intangible assets, non-intangible amortization, stock-based compensation, transaction-related expenses, impairments, and income tax effects, we have provided a reconciliation of non-GAAP financial measures and other business metrics to the nearest comparable GAAP measures in the accompanying financial statement tables included in this press release.

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

We define non-GAAP Adjusted EBITDA from continuing operations as net income from continuing operations adjusted to exclude: depreciation and amortization, stock‑based compensation expense, transaction-related expenses, impairments, other income, net, and provision for income taxes. In addition, we evaluate our non-GAAP Adjusted EBITDA from continuing operations in relation to our revenue. We refer to this as non-GAAP Adjusted EBITDA margin from continuing operations and define it as non-GAAP Adjusted EBITDA from continuing operations divided by total revenue.

14


 

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

We define non-GAAP 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 non-GAAP 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 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 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 revenue primarily from subscription products during that trailing quarter divided by the average number of paying dealers 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.

15


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