8-K

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

January 24, 2018

Date of Report (Date of earliest event reported)

Cars.com Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37869	81-3693660
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

300 S. Riverside Plaza, Suite 1000

Chicago, Illinois 60606

(Address of principal executive offices)

(312) 601-5000

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.Cars.com (the “Company”, “our”, “we”, or “us”) became a newly formed company on May 31, 2017 resulting from the spin-off from TEGNA, Inc.  As a new public company, we regularly review our disclosure of financial information used to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make operating and strategic decisions. We are filing this report to provide investors with more clarity about our operating expenses.  To that end, amounts that comprise “Cost of revenue and operations” have been reclassified from the “Product support, technology and operations” line item into a separate line item.  In addition, depreciation expense amounts have been reclassified from the “General and administrative” line item into the “Amortization of intangible assets” line item which has been renamed “Depreciation and amortization.”  There are no changes to total operating expenses, operating income, or net income.  These reclassifications will be reflected in our financial statements for the year ended December 31, 2017.  A copy of our financial information for 2016 and 2017 presented on a quarterly basis, revised to reflect these reclassifications, is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 is hereby incorporated herein by reference.

The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 or the exhibit hereto is material information that is not otherwise publicly available.

The information contained in this Current Report on Form 8-K (including the exhibit hereto) is being furnished pursuant to Item 2.02 and Item 7.01 of 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 made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit
99.1	Revised 2016 and 2017 Financial Information Presentation

SIGNATURE

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 hereunto duly authorized.

		Cars.com Inc.
Date:   January 24, 2018	By:	/s/Becky A. Sheehan
		Becky A. Sheehan Chief Financial Officer

EX-99.1

Exhibit 99.1

Cars.com Inc.
Quarterly Financial Information
Unaudited (in thousands)
	Three months ended									Year ended		Three months ended								Year to date
	March 31, 2016			June 30, 2016		September 30, 2016		December 31, 2016		December 31, 2016		March 31, 2017		June 30, 2017			September 30, 2017			September 30, 2017
Revenues:
Retail:
Direct revenue	$	81,805		$	82,123	$	84,651	$	84,845	$	333,424	$	83,635	$	83,273		$	82,504		$	249,412
National advertising revenue		24,251			27,756		31,214		31,114		114,335		24,936		28,441			32,002			85,379
Other revenue		3,549			3,701		3,963		3,804		15,017		3,674		3,996			4,319			11,989
Total retail revenue		109,605			113,580		119,828		119,763		462,776		112,245		115,710			118,825			346,780
Wholesale revenue		42,884			43,070		42,467		41,909		170,330		40,929		40,914			41,074			122,917
Total revenues		152,489			156,650		162,295		161,672		633,106		153,174		156,624			159,899			469,697
Operating expenses:
Cost of revenue and operations (a)		13,559			13,628		15,033		14,574		56,794		15,902		15,540			18,176			49,618
Product and technology (a)		19,150			19,575		17,436		16,909		73,070		18,917		19,522			18,422			56,861
Marketing and sales		58,342			53,263		48,670		50,757		211,032		59,001		50,512			50,733			160,246
General and administrative (b)		5,421			5,987		5,736		6,781		23,925		7,739		17,445			9,180			34,364
Affiliate revenue share		1,994			2,108		2,162		2,265		8,529		2,361		2,355			2,121			6,837
Depreciation and amortization (b)		20,245			20,214		21,090		21,557		83,106		22,073		22,377			21,893			66,343
Total operating expenses		118,711			114,775		110,127		112,843		456,456		125,993		127,751			120,525			374,269
Operating income		33,778			41,875		52,168		48,829		176,650		27,181		28,873			39,374			95,428
Nonoperating income (expense):
Interest income (expense), net		-			12		41		41		94		41		(1,770	)		(5,431	)		(7,160	)
Other income (loss), net		(79	)		133		88		72		214		84		51			64			199
Income before taxes		33,699			42,020		52,297		48,942		176,958		27,306		27,154			34,007			88,467
Provision for income taxes		-			-		452		136		588		418		2,345			13,019			15,782
Net income	$	33,699		$	42,020	$	51,845	$	48,806	$	176,370	$	26,888	$	24,809		$	20,988		$	72,685

Exhibit 99.1

Net income	$	33,699	$	42,020		$	51,845		$	48,806		$	176,370		$	26,888		$	24,809	$	20,988	$	72,685
Non-GAAP reconciliation to adjusted EBITDA
Interest (income) expense, net		-		(12	)		(41	)		(41	)		(94	)		(41	)		1,770		5,431		7,160
Provision for income taxes		-		-			452			136			588			418			2,345		13,019		15,782
Depreciation and amortization (c)		20,245		20,214			21,090			21,557			83,106			22,073			22,377		21,893		66,343
Stock-based compensation		-		-			-			-			-			-			481		1,012		1,493
Transaction related costs and other		-		-			-			-			-			104			4,560		317		4,981
Restructuring costs		-		-			-			-			-			-			1,671		280		1,951
Costs related to the headquarters move		-		-			-			-			-			697			2,731		130		3,558
Write-off and loss on assets		-		-			-			-			-			-			1,383		63		1,446
Adjusted EBITDA	$	53,944	$	62,222		$	73,346		$	70,458		$	259,970		$	50,139		$	62,127	$	63,133	$	175,399
The presentation changes have no impact on Total operating expenses, Net income, and Adjusted EBITDA.
(a) Cost of revenue and operations has been reclassified from Product support, technology and operations into a separate line item.  Product support, technology and operations has been renamed Product and technology.
(b) Depreciation has been reclassified from General and administrative into a new line item named Depreciation and amortization.
(c) Depreciation and amortization have been combined in the Non-GAAP reconciliation to adjusted EBITDA.  Previously, these balances were presented separately.