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, Aug. 07, 2025 (GLOBE NEWSWIRE) -- 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 MetricsValuesMarketplace Revenue (1)$228.0 million to $233.0 millionNon-GAAP Marketplace (U.S. Marketplace Segment and Other) Adjusted EBITDA$76.5 million to $84.5 millionNon-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. © 2025 CarGurus, Inc., All Rights Reserved. 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 SinghVice President, Head of Investor Relationsinvestors@cargurus.com Media Contact: Maggie MeluzioDirector, Public Relations and External Communicationspr@cargurus.com Unaudited Condensed Consolidated Balance Sheets(in thousands, except share and per share data) As ofJune 30,2025 As ofDecember 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-basedcompensationexpense Amortization ofintangible assets Impairments Transaction-related expenses Non-GAAPexpense 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-basedcompensationexpense Amortization ofintangible assets Impairments Transaction-related expenses Non-GAAPexpense 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-basedcompensationexpense Amortization ofintangible assets Impairments Transaction-related expenses Non-GAAPexpense 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-basedcompensationexpense Amortization ofintangible assets Impairments Transaction-related expenses Non-GAAPexpense 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.

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

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