Good morning, and welcome to the CARS' Fourth Quarter 2021 Earnings Conference Call. This call is being recorded, and a live webcast can be found at investor.cars.com. A replay of this webcast will be available until March 10. A copy of the accompanying slides can also be found on the company's Investor Relations website. I'd now like you to turn the call over to Robbin Moore-Randolph, Director of Investor Relations.

Good morning, everyone, and thank you for joining us. It's my pleasure to welcome you to the CARS' fourth quarter and full year 2021 conference call. With me this morning are Alex Vetter, CEO; and Sonia Jain, CFO. Alex will start by discussing business highlights from our fourth quarter and the full year and provide an overview of expectations for 2022. Then Sonia will discuss our financial results in greater detail along with our 2022 outlook. We'll finish the call with Q&A. Before I turn the call over to Alex, I'd like to draw your attention to our forward-looking statements and the description and definition of non-GAAP financial measures, which can be found in our presentation. We will be discussing certain non-GAAP financial measures today, including adjusted EBITDA, adjusted EBITDA margin, adjusted operating expenses and free cash flow. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measure can be found in the financial tables included with our earnings release and in the appendix of the presentation. For more information, please refer to the risk factors included in our SEC filings, including those in our annual, quarterly and current reports, which are available on the IR section of our IR website. We assume no obligation to update any forward-looking statements or information as of their respective date. Now, I'll turn the call over to Alex.

Thank you, Robbin, and welcome to our fourth quarter and full year 2021 earnings call. CARS delivered impressive results in 2021. We deliver double digit revenue and adjusted EBITDA growth underpinned by increased dealer customers, elevated ARPD and record customer retention. We also asked two acquisitions CreditIQ and the Accu-Trade Group that further accelerate our platform strategy. This enabled us to enter 2022 well positioned for sustained growth and margin expansion. Revenue momentum continued throughout the year as we increased value to our dealer and OEM customers driven by our high intent, organic audience, number one brand and industry leading solutions. Dealer revenue increased 19% year-over-year, and total revenue increased 14% Despite inventory constraints and continued OEM and national revenue softness. After adjusting for last year's pandemic related credit, either revenue increased 10% and total revenue grew 6%. Consumer demand remained strong throughout the year outpacing supply, while new vehicle production was down in the second half of the year, leading to widespread inventory shortages in software sales, retail prices on both new and used cars skyrocket, resulting in record dealer profitability. Average retail prices for new and used vehicles on Cars.com increased 26 and 33% in the fourth quarter respectively. Despite current market conditions, we continue to deliver high value solutions that help dealers showcase their inventory, and stand out on dimensions other than just price. Our level playing field enables consumers to easily find cars of high quality and dealers know they're working with a partner who doesn't force them to lower profits to climb in the search results. Our reviews and reputation management solution from dealer rater is another great example of our objectivity. With more than 11 million reviews, consumers help determine which dealers are providing a great experience. This also allows individuals dealers and salespeople…

Thank you, Alex. I'm pleased with our team's execution. We deliver double digit revenue and adjusted EBITDA growth and ended year in a strong financial position. We also make two acquisitions, CreditIQ and Accu-Trade that add new capability and new revenue streams to our platform. But let me be begin with our quarterly results. Revenue totaled $158 million, up 3% year-over-year. Dealer revenue grew by 8% or $10.3 million year-over-year. Performance was driven by continued growth in dealer customers and ARPD, reflecting the strength of fuel and our other digital solutions. Dealer Inspire revenue grew 19% year-over-year. OEM and national revenue for the quarter was grew $15 million, 23% lower than the prior year, reflecting the industry like chip shortage which led to lower new vehicle production, lowering the vehicle incentives and resulted in lower advertising budgets overall. New vehicle sales are projected to increase year-over-year, however production is returning more slowly than many had anticipated. Despite these macro headwinds, our diversified business model allows us to perform well across industry and economic cycles, giving us confidence that we will deliver yet another year of strong revenue growth. Moving to expenses, for the quarter total operating expenses were $154 million compared to $137 million in the prior year. On an adjusted basis, operating expenses increased $6 million per 5% year-over-year. This increase is primarily due to the higher product and technology expenses due to last year's pullback in investments given the uncertainty of the pandemic. Cost of revenue also increased driven by the strong growth in fuel and our other digital solutions. Net loss for the quarter was $6 million compared to net income of $7 million in the prior year. The current quarter was impacted by $10 million of compensation expense recognized as part of the CreditIQ acquisition, specifically…

Thank you, Sonia. In closing, we delivered robust growth for the year. Our platform strategy is clearly differentiated to continue to deliver revenue growth and value. We have sustainable winning and unique marketplace platform. And they've added exciting new solutions to accelerate our growth. Our business has demonstrated resiliency and profitability during a period of uncertainty. And our momentum supports compelling long term revenue and adjusted EBITDA growth for CARS in 2022 and beyond. With that, we now like to open up the call for questions. Operator?

[Operator Instructions] Our first question come from Naved Khan from Truist. Naved, your line is now open. Please go ahead.

Thanks for taking the question. This is Robert Zeller on for Naved. First just want to say it's good to see the return to growth and dealer customers with ARPD growing as well. All the more impressive in this tough environment. So the full year guidance assumes 6% to 8% revenue growth and you mentioned in the press release, you expect growth to accelerate throughout the quarter. So is there a meaningful contribution from the acquisitions baked into this or do you expect most of the benefit to be seen in 2023? And then, as the company recognizes these earnouts over the next one to three years, how - do these acquisitions affect your ability to pay down your debt? And what are your target - net leverage multiples over the next one to three years? Thank you.

No, great questions, I'm going to try get them and let me know if I missed anything. You know, starting out with guidance, we are guiding sort of annually to get to 6% to 8% revenue growth. And what I would say is the high end of that range reflects the acquisitions that we've completed. I think understandably, right, the businesses that we've bought have extremely strong technology, but haven't necessarily had the customer distribution. And that's what we bring to the table. So we expect to - be done rolling these products out, across our network over the course of the year, we've already started doing that in a limited fashion with CreditIQ. And so they'll have some benefit to 2022. But really, the meaningful benefit, as you sort of indicated, is going to come in 2023 and beyond. I think, moving to your next question, which I believe was on leverage and how we think about our target net leverage ratio. We ended the year at 2.3 times. We're really pleased with how much we've managed to delever our balance sheet. And we think that's a really comfortable range for us. We are a growth business. And so, we expect to deliver continued improvement over time and adjusted EBITDA. And so even with the earnouts, were contemplating, we feel very comfortable at the - leverage levels that we're talking about.

Our next question comes from Dan Kurnos from Benchmark Company. Your line is now open. Please go ahead.

Great, thanks good morning. Alex, at the risk of sort of asking a question, I think I ask you guys a lot in terms of the go-to-market strategy from here. You've got what is now a yet more comprehensive portfolio. And it's interesting, just how you made remarks about, obviously, the dealers are flush with cash right now. So certainly nobody, in this environment, nobody needs to - to sell cars they don't have, which is a challenge. But as you guys now have more tools in your arsenal to go back to dealers and say hey, look, you know, we can now offer - you can now offer this, and here's the complete platform approach. Do you start changing your view on pricing and bundling and contract length? Are those like contemplations now just - you guys have had an excellent retention, obviously the top environments, but, you know to continue sort of shifting even more towards I guess, a SaaS model effectively? Is that being contemplated in sort of the forward outlook or my off raising that?

Dan thanks for the question, you're right to point out that the fastest growing part of our business is our software solutions, which don't have variable marketing or traffic dependence. And so, we can invest in these very sticky software solutions that have the same reoccurring SaaS like benefits that our marketplace broadly does. But we're selling them into the same established customer base. And so, I do think that's where we see really strong growth in our EBITDA margins cumulating over time, because we're getting software across our portfolio of solutions. I think it hasn't, we haven't had to change or contract lengths or anything like that because in this environment. What is consistent regardless of the macro factors is dealerships aggressively shifting to digital format. That's a consistent trend that's reliable. We actually even believe that the OEMs are going to have to start rethinking their distribution model and start marketing digitally more so than they do traditionally, because of their scarce inventory. And our platform, you know, is not advertising based. It's really a marketing platform. We're telling dealers, they don't need to advertise in this environment, but their cars do need to be found. And that message resonates increasingly with OEMs as well, who still have inventory. It's just scarcely spread throughout the United States. And our platform allows consumers to find the specific cars they want, and have them shipped if needed. And so, the business is proving to be really resilient, even in this inventory constrained environment.

And then at the risk of probably getting a non-answer, since you haven't really developed it yet, but the whole concept that now having access to C2C or C2B effectively, which is, that untapped 11 million inventory, a lot guys are trying to attack that space. How do you differentiate there and we've heard from others just around, sort of pricing backstops, obviously Accu-Trade gives you a specific measurement tool, which is unique. So just help us think about, you know, being competitive in that space, how much, you know, share, do you think you could capture. How meaningful that will ultimately be to results knowing that you have not even watched again?

Well, Dan I think the answer becomes more evident through our Accu-Trade acquisition, right, giving consumers real time vehicle values, that not only are more accurate, but can be guaranteed is a huge consumer benefit. That doesn't exist in other environments. And importantly, where a lot - I know there's a lot of competition in this space. But a lot of our competitors are burning through a lot of capital to try to build these solutions. Part of our advantage is that the cars.com brand generates a steady stream of organic sellers each and every day. And so, we're able to enable this strategy, leveraging our existing traffic our existing audience, and don't need to add it to our marketing costs to generate a lot of opportunities for our dealers to buy cars directly from the public. And obviously, awareness to different ways that you can sell your car is expensive. And so, we're plugging in the Accu-Trade platform into our existing platforms, both on our marketplace and on dealer websites. And we can generate meaningful volume without having to spend tons of capital to sustain that revenue model on a go forward basis. Now, we've got to make some short-term investments this year to integrate the technology which is why you see some near-term pressure on our EBITDA margins as we invest here to develop a solution into our marketplace and into our websites. But then we see meaningful both revenue and margin appreciation in the outer periods. As you know, in our subscription model, the impact isn't going to be as profound in the current year because a lot of the revenue is back end. But it has a tremendous implication on our financial outlook for 2023 and beyond.

And our next question comes from Gary Prestopino from Barrington Research. Gary, your line is now open, please go ahead.

Good morning all. I have a series of questions. So first of all, Alex, can you maybe touch on how much your dealer retention has improved on a year-over-year basis? Can you slap some metrics on that?

Sure, I mean, we're - we've cut our cancellation rate in half from 2019, which I think was a more normal operating environment. And as you can see, in our numbers, like we've been experiencing strong dealer growth, which new sales are coming at a slower rate. So I think a bigger contribution to our dealer growth has been just our consistent traffic delivery and our value delivery, which is persistent and organically driven. We're pleased to see that dealer growth continues in the first quarter of this year thus far. So we see steady growth in dealers, but it's largely driven by dealers or really appreciating that our value is tapping into a new incremental audience where some of our competitors are just bidding up SEM, and selling that back to the dealer as a privilege, which doesn't really generate any incremental sales.

Okay, and then Sonia, did you give us what the Dealer Inspire revenue grew out in the quarter? Are you still giving that metric out?

We do give that metric out. And I believe it was 19%.

During the quarter

For Q4, yes.

Okay. I have a couple of questions on this Accu-Trade business here. My understanding I think from the note that I put out that it's a subscription product paid by the dealers, right. And you're going to put this on Dealer Inspire websites, as well as put it on your marketplace platform and it's going to be used for consumer to dealer and then consumer-to-consumer transactions, is that correct?

Correct. It'll start as consumer to dealer and then over time as we build out the dealer network will enable dealer-to-dealer trading.

Okay, can you maybe talk about the ability here to give an instant guaranteed offer solution for vehicles? I realize you've got all the data to back it up. But it's just it's a lot of this has been specific valuation. What happens in the extent that the individual misrepresents the car to an extent that, that if - there's an issue there that would actually knock the value down that the dealer wanted to pay? How does that work?

Sure, a lot to unpack there. But let me give my best go here. First of all obviously, the power of our data set is pretty incredible when you think about the forward-looking demand data signals that we generate each and every day, across our dealer network of websites, as well as our marketplace. And so, using [Gals] historical data, our forward-looking predictive data, we see that we can get hyper precise in terms of what a car is going to be worth over coming periods and therefore be able to price inventory pretty accurately, both what it's worth today and what it's likely to be worth over the next, you know, few periods. And therefore, we can provide instant guarantees through our wholesale partner who's agreed to buy cars using our data set in the event that dealers don't want to buy the vehicle. Now, consumers we know do admire their own cars more so maybe than the market will. And so that's part of the benefit of the Accu-Trade technology is it doesn't generate generic vehicle values, but rather than specific vehicle values that are tied down to nuances that include not only the history of the vehicle, but specific options and features. As the Accu-Trade team like to say they don't look at just the history of the vehicle, they like to look at the health of the vehicle. So part of our technology also comes with OBD, which has an onboard diagnostic, or a dealer can plug a key into the car and actually retrieve the actual accident history of the car and any mechanical work that's been done. So we know that we can deliver super precise vehicle valuations. We can also show the consumer what the market will bear for this car over the next few periods to help give the dealer tools to educate the consumer on the true value of the car. And we think that will remove friction from buyers and sellers and enable transactions to happen with greater ease.

So my understanding is you're not taking any risk on this. You've got somebody backing it that will take the car if the dealers don't want to take the car, is that correct?

That's correct, we're approaching this in a very asset light SaaS like software model and leveraging partners. And dealers again, are going to carry the risk of the last mile and we think they're the best equipped to handle the actual logistics and vehicle inspections and we're more providing the software and the enablement.

Does the platform also include that the seller takes pictures and puts them up and it gets pushed to the dealer or there or isn't any of that involved?

That auction will be there, not all sellers will want to go to the - degree so therefore a local dealer can finish the inspection in-person. But our goal is to enable a hyper local dealer network that's going to be far more efficient and profitable to allow local dealers to handle the last mile.

And then okay, that's great. And then lastly, your traffic was down a little but your visitors, was up. Can you just maybe comment on - what the traffic comp a comp tough versus last year maybe there were a lot of people were on fishing expeditions, but weren't following through this elevated traffic?

We've had elevated traffic, yes we did have elevated traffic last year due to the COVID and shelter at home issues. But you also recall we relaunched our platform and frankly made it a lot more efficient. If you look at our lead conversion or lead delivery now part of that's also driven by scarce inventory but, our lead volumes up double-digits. Our unique visitors are actually higher this year than they have been in the past three, repeat visitation went down because consumers are finding the car that they're looking for and contacting the dealer more quickly. And so, we're seeing double-digit value improvement in our subscription offering. So we're not worried about the visit decline that will come over time. But I think part of that's driven by the inventory scarcity environment right now.

Yes no just to add there, as Alex mentioned, just now, inventories down or listings are down about close to 40%. And so when you think about traffic in that context, I think what you see is actually a really healthy, vibrant marketplace with a lot of consumer demand for vehicles.

Okay, thank you.

Our next question comes from Steve Dyer from Craig-Hallum Capital Group. Steve, your line is now open, please go ahead.

Good morning, Ryan on for Steve.

Hi Ryan.

Curious on Dealer Inspire website solutions, nice growth continues there sequentially. How much of those customers are also marketplace customers or maybe said differently, how much those were cross sold from marketplace into website solutions?

We continue to see, a fairly sort of study group of customers who are what we consider to be solutions only customers. I think what's important to consider when you look at our growth for the year though, or even our growth for the quarter is our growth is coming to us in a very balanced way. In terms of growth in our marketplace, as well as those dealers that are coming to us for Dealer Inspire specific solutions. And to your point that does present, you know, a really attractive cross-sell opportunity for us, whether it's dealers who come to us first for marketplace, and we can cross-sell them into our solutions via DI or FUEL, or dealers that come to us via DI have their website built first. And then - we cross-sell them into marketplace, we've talked about it on some of our other calls, perhaps a little bit last year. But when dealers are using both our marketplace as well as our Dealer Inspire products, we can meaningfully demonstrate to them the value of the referral traffic that our marketplace drives to their dealer websites and how we're actually driving leads that may be considered not traditionally from a marketplace to them. And we continue to see that as a really strong benefit that we bring to our dealer customers.

Good. One other one for us just on Accu-Trade can you elaborate more on financial expectations specifically for 2022 guess, given the purchase price, and the comment that it will be a creative in 2022, at the time of announcement, sounds a lot more measured here on this call on margin expectations this far on - for this year on this call? Curious I guess kind of benefit this year to out years and - intersect those comments, I guess?

Yes, no, I mean, we do continue to expect Accu-Trade to be a creative to 2022. It is a slightly more established business and then CreditIQ. We're acquiring it for its technology. That being said, it does have a base of customers, it's been distributed largely through third-party partners. And we think there is a substantial opportunity for us to grow that base. What's key, though, in order to really grow that base is to get it more fully integrated into our platform, which is what we expect to do after close. So I think what you're hearing from us is 2022 is going to be a bit of a year of investment for both Accu-Trade and CreditIQ as we get them established on our platform start rolling it out to dealers. But we do expect them to have a revenue contribution it's going to be more back half weighted. And since this is you know, particularly for Accu-Trade a subscription model, you're not really going to see even the full impact of the subscriptions we do get in 2022 until 2023. And that's when we expect to see more material growth in the business anyway, because it'll be more fully integrated into our platform. But if you want to try to put some harder numbers around it, what I would tell you is that our annual guidance range - that we'll put out there that 6% to 8%. If you look to the high end of that range, I would tell you, that part of what gets us there is seeing the ramping of our acquisitions. And that's part of the reason we've also talked about how we expect revenue growth to accelerate, you know, quarter-by-quarter over the course of the year. I hope that helps a little bit.

Thank you Our next question comes from [Martin Fung of BTIG]. Martin, your line is now open. Please proceed.

Good morning thanks for taking my questions. I guess a few more on guidance and Accu-Trade so with Accu-Trade, could you just also just put a finer point. So on the private party transactions you're talking about, whether also be a comeback stop to that can appreciate that dealers would be able to, you know, with that backstop, but would also apply to private party transactions you're talking about? And then just on the subscription model, how does how does the subscription revenue you generate scale and volume? So in other words, if a dealer is doing a lot more volume through the Accu-Trade platform, do they pay more to you is it like a tiered structure, anything more on that you could provide will be great and then maybe just one for Sonia, just elaborate more on what you're saying with the 8% being the result of success in the acquisition? So can we interpret the mean that for the full year you think 6% would be a good number for the core business? Thanks.

Hey Martin, great questions so our private sellers solution is going to give consumers multiple choices for how they want to transact. And so, we're going to enable consumer that they want to list their car in our marketplace and see what they can fetch in the open market, we can enable that technology and through Accu-Trade, we can tell them what we think the car is worth. And provide them an immediate point of egress. If they want to advertise it longer and entertain opportunities from other private buyers, that will be their choice. Part of the guarantee is just saying that when you if you're if you're unsuccessful in selling in the open market, just know that cars.com will help you get out of this car immediately at this price point. So it'll work either way, whether if a seller wants to go open market or through the dealer network. I think as far as scaling the business, what's exciting to us is, you know, being a software enabler, you know, we want to see that SaaS like revenue cumulate through more dealer participation, and we've gotten tremendous initial response on the Accu-Trade cars.com acquisition because dealers are desperate to buy more cars directly from the general public. And we have a steady stream of those sellers to provide. I think dealers are being feed to death by a lot of participants in this category, charging on a per transaction basis. And our software model is meant to be a much more efficient path for dealers to use our software solutions to generate volume and scale without the variable costs that come along with success. And so, I think dealers are going to flock to our model over the traditional ways that they're buying and wholesaling cars, and find it to be far more profitable for them than the existing status quo of this market.

And then maybe, you know, a little bit to your question around the 6% to 8%. We do have an expectation for meaningful growth, organic growth in our business. I think the 6% to 8%, as I mentioned on the high end of the range that does reflect the inclusion of the acquisitions and what they bring to the table. It's going to be, you know, in all transparency, these acquisitions. 2022 is an investment and integration year for these businesses. And so they're going to be a relatively small contributor overall, but it's incremental revenue, which is why it impacts the guidance range. I think, when you think about organic growth in the core, I think one of the factors that could move us higher in the range is going to be, the timing of when inventory returns, and we start seeing a bit of a pickup in some of our OEM and national revenue.

Then I see, I did have one other question I could sneak in here, since you brought it up. I mean, what are your expectations for all human national? It seems, that's a volatile revenue line, maybe share your thoughts on that?

Yes, no, we have taken a more conservative stance in our view on OEM and national and its contribution to the year but more particularly to Q1 and that that view is factored into the guidance range that we provided. I think, you know, also, when we think about the full year, you know, we have been seeing some improving trends, right when it comes to inventory from November to December, December to January, just even when we look at the number of listings that we have on our own site. That being said, the pickup is just a little bit more gradual than we had expected. So we are expecting inventory to begin to recover on a more meaningful basis in the second half of the year, which is again one of the drivers for why we expect to see and acceleration in revenue growth as we go through the year. But you know, transparently for Q1, we are our guide does include sort of year-over-year pressure on OEM and national and frankly, even some sequential pressure as you compare it to last quarter.

Okay, awesome. Thank you so much. Appreciate it.

[Operator Instructions] Our next question comes from Doug Arthur of Huber Research. Doug, your line is now open. Please go ahead.

Yes, thank you. I'm playing a little bit of catch up here Sonia, just to be clear in your answer to a prior question? If you look at the - I think you're 807 net dealers added for the entire year, I believe, you're saying that the spread between DI and subscription, traditional subscription dealers is kind of even in that number. I mean, it's a combination of two so it's not DI weighted?

No, it's not DI weighted.

And in terms of the traditional dealer customers, is some of that gaining back dealers lost during the pandemic or is it new or is it a combination of both?

That's a great question, what I would tell you is, it's a combination of the two, we have, you know, since the pandemic seen a number of dealers who had dropped in that sort of Q2, 2020 timeframe, come back. But we've also seen an uptick in new dealers coming to us. And I think that in part is just a testament to the value delivery that we've been providing over the last several quarters. So it's a mix of the two.

Okay, and just on a house detail, issue, you don't provide I don't believe adjusted earnings per share any more. It looks to me, based on whatever tax rate, you want to assume for adjusted net income, that came out around $0.43 a share, which is in line with expectations, is that a fair run at it or is not - is that a metric is not really you're looking at price?

We don't really use that metric. I think we're far more focused on adjusted EBITDA and frankly, part of the reason we're focused on that is just because of how great cash flow in this businesses, and there's like that direct kind of flow through as you think about EBITDA and adjusted EBITDA to cash flow. But you're right, there were some one-time impacts in Q1, I think I mentioned right, we related to the CreditIQ acquisition. We did have a portion of the purchase price that went through the P&L and as a result impacting GAAP EPS. And if you adjust that out, the story from an EPS perspective would be different.

Okay, and then finally, on the 200 million share repurchase program, you know, what kind of cadence should we expect there is that, you know, over a few years, kind of, as opportunities present themselves, just trying to get a sense for the sort of urgency there?

No, I think that's right. It's a three year program. We believe that there is long-term value in our business and just to, take a step back for a moment, and talk a little bit about how we got here. Our capital allocation priorities have not changed at all right we are focused on investing in growth. And I think you've seen evidence of that with our recent acquisitions and the focus on the product roadmap. We're also you know, we also continue to be really focused on maintaining leverage in a, comfortable place, which we've kind of outlined is that two to two and a half times neighborhood, and what we find is, even after all of this, we still generate, a lot of free cash flow, and we think there's a lot of value just that's just embedded in our shares, which is why the share repurchase plan makes a lot of sense to us. We're not necessarily going to telegraph when we're going to be in the market. But we do intend to utilize this over the course of three years.

Okay, terrific. Thank you.

And there no further questions. I'd now like to turn the call over to Alex Vetter, the CEO for any closing remarks.

Well thank you everybody for your engagement today.

This concludes today's call thank you for joining. You may now disconnect your lines.