The following discussion and analysis of our business, financial condition,
results of operations and quantitative and qualitative disclosures should be
read in conjunction with our Consolidated Financial Statements and related notes
included elsewhere in this Quarterly Report on Form 10-Q. This discussion and
analysis also contains forward-looking statements and should be read in
conjunction with the disclosures and information contained in "Note About
Forward-Looking Statements" in this Quarterly Report on Form 10-Q. The financial
information discussed below and included elsewhere in this Quarterly Report on
Form 10-Q may not necessarily reflect what our financial condition, results of
operations and cash flows may be in the future.

References in this discussion and analysis to "we," "us," "our" and similar terms refer to Cars.com Inc. and its subsidiaries, collectively, unless the context indicates otherwise.

Business Overview



We are a leading automotive marketplace platform that provides a robust set of
digital solutions that connect car shoppers with sellers. We empower shoppers
with the data, resources and digital tools needed to make informed buying
decisions and seamlessly connect with automotive retailers. In a rapidly
changing market, we enable dealerships and automotive manufacturers ("OEMs"),
with innovative technical solutions and data-driven intelligence, to better
reach and influence ready-to-buy shoppers, increase inventory turn and gain
market share.

In addition to Cars.com™, our brands include Dealer Inspire®, a website and
digital solutions provider enabling dealerships to be more efficient through
connected digital experiences; FUEL™, an advertising solution providing dealers
and OEMs the benefit of leveraging targeted digital video and display marketing
to Cars.com's audience of in-market car shoppers; DealerRater®, a leading car
dealer review and reputation management technology solution; CreditIQ™, digital
financing technology and Accu-Trade™, vehicle valuation and appraisal
technology. Our portfolio of brands also includes Auto.com™, PickupTrucks.com™
and NewCars.com®.

Overview of Results

                                     Three Months Ended September 30,          Nine Months Ended September 30,
(in thousands)                          2022                   2021              2022                2021
Revenue                           $        164,595       $        156,553     $  485,675       $        465,378
Net (loss) income                           (2,941 )                2,431          6,944                 13,675


2022 Highlights and Trends



Accu-Trade Acquisition. In March 2022, we acquired certain assets and assumed
certain liabilities of Accu-Trade, LLC; Accu-Trade Canada, LLC; Galves Market
Data; and Headstart Logistics, LLC d/b/a MADE Logistics (collectively,
"Accu-Trade"), which includes real-time, VIN-specific vehicle appraisal and
valuation data, instant guaranteed offer capabilities and logistics technology
(the "Accu-Trade Acquisition"). Consideration for the transaction was composed
of $64.8 million of cash and $5.3 million in other consideration. As part of the
transaction, upon achievement of certain financial targets, we may be required
to pay additional cash and stock consideration to the former owners.

CreditIQ Acquisition. In November 2021, we acquired all the outstanding stock of
CreditIQ, Inc. (the "CIQ Acquisition"), an automotive fintech platform that
provides instant online loan screening and approvals to facilitate online car
buying. Through the CIQ Acquisition, we provide dealers and consumers with
access to advanced digital financing technology across the CARS platform. Using
cash on hand, we paid $30.0 million at the closing excluding transaction fees
and expenses. As part of the transaction, we may be required to pay additional
cash consideration of up to $50.0 million based on future performance over a
three-year period with a mutually agreed upon option for a fourth year.

Share Repurchase Program. In February 2022, our Board of Directors authorized a
three-year share repurchase program to acquire up to $200 million of the
Company's common stock. We may repurchase shares from time to time in open
market transactions or through privately negotiated transactions in accordance
with applicable federal securities laws and other applicable legal requirements,
and subject to our blackout periods. We will fund the share repurchase program
principally with cash from operations. During the nine months ended September
30, 2022, we repurchased and subsequently retired 3.5 million shares for $40.0
million at an average price paid per share of $11.47.


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Key Operating Metrics



We regularly review a number of key metrics to evaluate our business, measure
our performance, identify trends affecting our business, formulate financial
projections and make operating and strategic decisions. The most critical of
these key metrics are as follows:

                           Three Months Ended                           Nine Months Ended
                              September 30,                               September 30,
(in thousands)             2022           2021         % Change        2022          2021         % Change
Traffic                    150,449        142,418              6 %     446,949       457,460             (2 )%
Average Monthly
Unique Visitors             27,309         24,341             12 %      26,983        25,563              6 %




                         September 30,     September 30,                                               QoQ
                             2022              2021            % Change        June 30, 2022        % Change
Dealer Customers                19,585            19,029                3 %            19,517                 0 %
Monthly Average
Revenue Per Dealer       $       2,334     $       2,332                0 %   $         2,326                 0 %



Traffic ("Visits"). Traffic is fundamental to our business. Traffic to the CARS
network of websites and mobile apps provides value to our advertisers in terms
of audience, awareness, consideration and conversion. In addition to tracking
traffic volume and sources, we monitor activity on our properties, allowing us
to innovate and refine our consumer-facing offerings. Traffic is defined as the
number of visits to CARS desktop and mobile properties (responsive sites and
mobile apps), measured using Adobe Analytics. Traffic does not include traffic
to Dealer Inspire websites. Traffic provides an indication of our consumer
reach. Although our consumer reach does not directly result in revenue, we
believe our ability to reach in-market car shoppers is attractive to our dealer
customers and national advertisers.

The increase in traffic for the three months ended September 30, 2022 was primarily driven by efficiencies in performance media and optimization of our user acquisition strategy.



The decline in traffic for the nine months ended September 30, 2022 was
primarily due to elevated traffic in the prior year period related to an
increase in consumer confidence and heightened consumer demand from the federal
economic stimulus program that ran during the first half of 2021, and a decrease
in mobile app and SEO traffic following our technology transformation. This was
partially offset by efficiencies gained and user acquisition strategy shifts in
2022.

Average Monthly Unique Visitors ("UVs"). Growth in unique visitors and consumer
traffic to our network of websites and mobile apps increases the number of
impressions, clicks, leads and other events we can monetize to generate revenue.
We define UVs in a given month as the number of distinct visitors that engage
with our platform during that month. Visitors are identified when a user first
visits an individual CARS property on an individual device/browser combination
or installs one of our mobile apps on an individual device. If a visitor
accesses more than one of our web properties or apps or uses more than one
device or browser, each of those unique property/browser/app/device combinations
counts toward the number of UVs. UVs do not include UVs associated with Dealer
Inspire hosted websites. We measure UVs using Adobe Analytics.

The growth in UVs for the three months ended September 30, 2022 was primarily driven by efficiencies in performance media and optimization of our user acquisition strategy.



The growth in UVs for the nine months ended September 30, 2022 as compared to
the decline in Traffic can be attributed to changes in our Traffic mix and the
continued lower vehicle inventory levels, which we believe are resulting in
users purchasing cars with fewer visits. In addition, browser and data privacy
policies may make it more difficult to resolve users across sessions. This
growth was partially offset by a decrease in SEO and mobile app traffic.

Dealer Customers. Dealer Customers represent dealerships using our products as
of the end of each reporting period. Each physical or virtual dealership
location is counted separately, whether it is a single-location proprietorship
or part of a large, consolidated dealer group. Multi-franchise dealerships at a
single location are counted as one dealer. Beginning June 30, 2022, this key
operating metric includes Accu-Trade; however, no prior period has been recast
as it would be impracticable to do so.

Dealer Customers increased 3% from September 30, 2021, driven by sustained high
retention rates, new sales to Dealer Customers, as well as the inclusion of
Accu-Trade only dealers. Dealer Customers slightly increased by 68 from June 30,
2022.

Average Revenue Per Dealer ("ARPD"). We believe that our ability to grow ARPD is
an indicator of the value proposition of our platform. We define ARPD as Dealer
revenue, excluding digital advertising services, during the period divided by
the monthly average

                                       19
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number of Dealer Customers during the same period. Beginning with the three
months ended June 30, 2022, Accu-Trade is included in our ARPD metric, which had
an immaterial impact on ARPD; however, no prior period has been recast as it
would be impracticable to do so.

For the three months ended September 30, 2022, ARPD was essentially flat compared to the three months ended September 30, 2021 and for the three months ended June 30, 2022.



Factors Affecting Our Performance. Our business is impacted by changes in the
larger automotive ecosystem, including inventory supply and supply-chain
disruptions, which continue to be under pressure due to key material and labor
shortages, and changes related to automotive advertising as well as other
macroeconomic factors including inflation, rising interest rates and a potential
recession. Changes in vehicle sales volumes in the United States also influence
OEMs' and dealerships' willingness to increase investments in technology
solutions and automotive marketplaces like Cars.com and could impact our pricing
strategies and/or revenue mix.

Our long-term success will depend in part on our ability to continue to evolve
our business toward a multi-faceted suite of digital solutions that complement
our online marketplace offerings. We believe our core strategic strengths,
including our strong brand portfolio, growing high-quality audience, and suite
of specialized digital solutions for advertisers and sales and service teams
will assist us as we navigate a rapidly changing automotive environment.
Additionally, we are focused on equipping our dealer customers with digital
solutions to enable them to compete in an environment in which an increasing
number of car-buying customers are shopping online. These solutions include
digital financing, vehicle appraisal, virtual showrooms and digital advertising
products targeting in-market buyers. The foundation of our continued success is
the value we deliver to customers, and we believe that our large audience of
in-market car shoppers and innovative solutions deliver significant value to our
customers.

The prolonged effects of the COVID-19 pandemic continue to be unknown and depend
on factors outside of our control. However, we believe our marketplace,
advertising and digital solutions remain critical in helping our customers
navigate a new way of shopping as a result of the pandemic. We also believe our
solutions will continue to be important tools for our customers in the future
and, in particular, may help mitigate potential future impacts of the pandemic.

Results of Operations



Three Months Ended September 30, 2022 Compared to Three Months Ended September
30, 2021

                                   Three Months Ended September 30,
(In thousands, except
percentages)                          2022                   2021            $ Change        % Change
Revenue:
 Dealer                         $        145,395       $        139,321     $     6,074               4 %
 OEM and National                         14,909                 15,273            (364 )            (2 )%
 Other                                     4,291                  1,959           2,332             119 %
    Total revenue                        164,595                156,553           8,042               5 %
Operating expenses:
 Cost of revenue and
operations                                28,828                 28,928            (100 )             0 %
 Product and technology                   21,425                 20,132           1,293               6 %
 Marketing and sales                      53,615                 51,948           1,667               3 %
 General and administrative               17,694                 17,919            (225 )            (1 )%
 Depreciation and
amortization                              23,134                 25,552          (2,418 )            (9 )%
   Total operating expenses              144,696                144,479             217               0 %
    Operating income                      19,899                 12,074           7,825              65 %
Nonoperating expense:
 Interest expense, net                    (8,501 )               (9,522 )         1,021             (11 )%

 Other (expense) income, net             (13,387 )                   19         (13,406 )          ***%
   Total nonoperating
expense, net                             (21,888 )               (9,503 )       (12,385 )          ***%
    (Loss) income before
income taxes                              (1,989 )                2,571          (4,560 )          ***%
    Income tax expense                       952                    140             812            ***%
     Net (loss) income          $         (2,941 )     $          2,431     $    (5,372 )          ***%



*** Not meaningful

Dealer revenue. Dealer revenue consists of marketplace and digital solutions sold to dealer customers, which includes Accu-Trade revenue except for the Accu-Trade license included in Other revenue. Dealer revenue is our largest revenue stream, representing 88%


                                       20
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and 89% of total revenue for the three months ended September 30, 2022 and 2021,
respectively. Dealer revenue increased $6.1 million or 4% compared to the three
months ended September 30, 2021, driven primarily by a 3% increase in Dealer
Customers from September 30, 2021.

OEM and National revenue. OEM and National revenue consists of display
advertising and other solutions sold to OEMs, advertising agencies, automotive
dealer associations and auto adjacent businesses. OEM and National revenue
represents 9% and 10% of total revenue for the three months ended September 30,
2022 and 2021, respectively. OEM and National revenue decreased 2%, primarily
due to pullbacks in certain OEM spending associated with production delays and
shortages, both driven by supply-chain disruptions.

Other revenue. Other revenue consists of revenue related to the Accu-Trade
license agreement and vehicle listing data sold to third parties and pay-per
lead and peer-to-peer vehicle advertising. Other revenue represents 3% and 1% of
total revenue for the three months ended September 30, 2022 and 2021,
respectively. Other revenue increased $2.3 million or 119%, primarily due to the
Accu-Trade license agreement. For more information, see Note 3 (Goodwill,
Indefinite-Lived Intangible Asset, and Business Combinations).

Cost of revenue and operations. Cost of revenue and operations expense primarily
consists of costs related to processing dealer vehicle inventory, pay-per-lead
products, product fulfillment and compensation costs for the product fulfillment
and customer service teams. Cost of revenue and operations expense represents
18% of total revenue for the three months ended September 30, 2022 and 2021.
Cost of revenue and operations expense was essentially flat.

Product and technology. The product team creates and manages consumer and
dealer-facing innovation and user experience. The technology team develops and
supports our products, websites and mobile apps. Product and technology expense
includes compensation costs, consulting costs, hardware and software
maintenance, software licenses, data center and other infrastructure costs.
Product and technology expense represents 13% of total revenue for the three
months ended September 30, 2022 and 2021. Product and technology expense
increased, primarily due to incremental costs related to Accu-Trade and CreditIQ
and higher compensation, including stock-based compensation.

Marketing and sales. Marketing and sales expense primarily consists of traffic
and lead acquisition costs (including search engine and other online marketing),
TV and digital display and video advertising and creative production, market
research, trade events, compensation costs and travel for the marketing, sales
and sales support teams, as well as bad debt expense related to the allowance
for doubtful accounts. Marketing and sales expense represents 33% of total
revenue for the three months ended September 30, 2022 and 2021. Marketing and
sales expense increased, primarily due to higher compensation, partially offset
by reduced spend related to traffic generation.

General and administrative. General and administrative expense primarily
consists of compensation costs for certain of the executive, finance, legal,
human resources, facilities and other administrative employees. In addition,
general and administrative expense includes office space rent, legal, accounting
and other professional services, transaction-related costs, severance,
transformation and other exit costs and costs related to the write-off and loss
on assets. General and administrative expense represents 11% of total revenue
for the three months ended September 30, 2022 and 2021. General and
administrative expense was essentially flat, down 1% from the prior year.

Depreciation and amortization. Depreciation and amortization expense decreased, primarily due to certain assets being fully depreciated and amortized as compared to the prior-year period, partially offset by depreciation and amortization on additional assets acquired.



Interest expense, net. Interest expense, net decreased by $1.0 million compared
to the prior year period due to the maturity of the interest rate swap and a
reduction in total indebtedness, partially offset by slightly higher interest
rates in 2022. For information related to our debt, see Note 5 (Debt) and Note 6
(Interest Rate Swap) to the accompanying Consolidated Financial Statements
included in Part I, Item 1., "Financial Statements (unaudited)" of this
Quarterly Report on Form 10-Q.

Other (expense) income, net. Other (expense) income, net changed primarily due
to the change in the fair value of contingent consideration associated with the
CreditIQ and Accu-Trade acquisitions. For more information related to contingent
consideration, see Note 3 (Goodwill, Indefinite-lived Intangible Asset and
Business Combinations) and Note 4 (Fair Value Measurements).

Income tax expense. The effective income tax rate, expressed by calculating the
Income tax expense as a percentage of (Loss) income before income taxes, was
(47.9)% for the three months ended September 30, 2022, and the Income tax
expense was $1.0 million. The effective income tax rate was different from the
statutory federal income tax rate of 21%, primarily due to the change in the
valuation allowance and an aggregate of other individually insignificant items.


                                       21
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Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021



                                         Nine Months Ended September 30,
(In thousands, except percentages)         2022                   2021           $ Change        % Change
Revenue:
 Dealer                              $        429,798       $        409,145     $  20,653                 5 %
 OEM and National                              44,227                 49,671        (5,444 )             (11 )%
 Other                                         11,650                  6,562         5,088                78 %
    Total revenue                             485,675                465,378        20,297                 4 %
Operating expenses:
 Cost of revenue and operations                86,084                 84,978         1,106                 1 %
 Product and technology                        65,849                 56,326         9,523                17 %
 Marketing and sales                          165,364                156,468         8,896                 6 %
 General and administrative                    51,465                 46,800         4,665                10 %
 Depreciation and amortization                 70,688                 76,530        (5,842 )              (8 )%
   Total operating expenses                   439,450                421,102        18,348                 4 %
    Operating income                           46,225                 44,276         1,949                 4 %
Nonoperating expense:
 Interest expense, net                        (26,878 )              (29,362 )       2,484                (8 )%
 Other (expense) income, net                  (13,233 )                   18       (13,251 )             ***
   Total nonoperating expense, net            (40,111 )              (29,344 )     (10,767 )              37 %
    Income before income taxes                  6,114                 14,932        (8,818 )             (59 )%
    Income tax (benefit) expense                 (830 )                1,257        (2,087 )             ***
     Net income                      $          6,944       $         13,675     $  (6,731 )             (49 )%


*** Not meaningful

Dealer revenue. Dealer revenue is our largest revenue stream, representing 88%
of total revenue for the nine months ended September 30, 2022 and 2021. Dealer
revenue increased $20.7 million or 5% compared to the nine months ended
September 30, 2021, driven by a 3% increase in Dealer Customers from September
30, 2021.

OEM and National revenue. OEM and National revenue represents 9% and 11% of total revenue for the nine months ended September 30, 2022 and 2021, respectively. OEM and National revenue decreased 11%, primarily due to pullbacks in certain OEM spending associated with continued production delays and shortages, both driven by supply-chain disruptions.



Other revenue. Other revenue represents 3% and 1% of total revenue for the nine
months ended September 30, 2022 and 2021, respectively. Other revenue increased
$5.1 million or 78%, primarily due to the Accu-Trade license agreement. For more
information, see Note 3 (Goodwill, Indefinite-Lived Intangible Asset, and
Business Combinations).

Cost of revenue and operations. Cost of revenue and operations expense
represents 18% of total revenue for the nine months ended September 30, 2022 and
2021. Cost of revenue and operations expense increased, primarily due to higher
compensation costs, partially offset by lower third-party costs associated with
certain products.

Product and technology. Product and technology expense represents 14% and 12% of
total revenue for the nine months ended September 30, 2022 and 2021,
respectively. Product and technology expense increased, primarily due to higher
compensation and consulting costs, including costs associated with the
Accu-Trade and CreditIQ Acquisitions, as well as higher licensing and other
technology costs.

Marketing and sales. Marketing and sales expense represents 34% of total revenue
for the nine months ended September 30, 2022 and 2021. Marketing and sales
expense increased, primarily due to continued investment in marketing in 2022,
including a return to in-person industry events that had been curtailed due to
the pandemic, as well as higher compensation costs.

General and administrative. General and administrative expense represents 11%
and 10% of total revenue for the nine months ended September 30, 2022 and 2021,
respectively. General and administrative expense increased, primarily due to
professional fees and transaction-related costs related to the Accu-Trade
Acquisition, as well as higher compensation costs, including stock-based
compensation.

Depreciation and amortization. Depreciation and amortization expense decreased, primarily due to certain assets being fully depreciated and amortized as compared to the prior year period, partially offset by depreciation and amortization on additional assets acquired.


                                       22
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Interest expense, net. Interest expense, net decreased by $2.5 million compared
to the prior year period due to the maturity of the interest rate swap and a
reduction in total indebtedness, partially offset by slightly higher interest
rates in 2022. For information related to our debt, see Note 5 (Debt) and Note 6
(Interest Rate Swap) to the accompanying Consolidated Financial Statements
included in Part I, Item 1, "Financial Statements" of this Quarterly Report on
Form 10-Q.

Other (expense) income, net. Other (expense) income, net changed primarily due
to the change in the fair value of contingent consideration associated with the
CreditIQ and Accu-Trade acquisitions. For more information related to contingent
consideration, see Note 3 (Goodwill, Indefinite-lived Intangible Asset and
Business Combinations) and Note 4 (Fair Value Measurements).

Income tax (benefit) expense. The effective income tax rate, expressed by
calculating the Income tax (benefit) expense as a percentage of (Loss) Income
before income taxes, was (13.6)% for the nine months ended September 30, 2022,
and the Income tax benefit was $0.8 million. The effective income tax rate was
lower than the statutory federal income tax rate of 21%, primarily due to the
tax benefits realized on stock-based compensation and the impact of uncertain
tax positions.



                                       23

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Liquidity and Capital Resources



Overview. Our primary sources of liquidity are cash flows from operations,
available cash reserves and borrowing capacity available under our credit
facilities. Our positive operating cash flow, along with our Revolving Loan
described below, provide adequate liquidity to meet our business needs,
including those for investments, debt service, share repurchases and strategic
acquisitions. However, our ability to maintain adequate liquidity for our
operations in the future is dependent upon a number of factors, including our
revenue, macroeconomic conditions, our ability to contain costs, including
capital expenditures, and to collect accounts receivable, and various other
factors, many of which are beyond our direct control.

As discussed below, we are subject to certain financial and other covenants
contained in our debt agreements, as amended, including by the Third Amendment
to the Credit Agreement. For information related to the Credit Amendment, as
amended, see Note 7 (Debt) in Part II, Item 8., "Financial Statements and
Supplementary Data", of our Annual Report on Form 10-K for the year ended
December 31, 2021 as filed with the SEC on February 25, 2022.

We may also seek to raise funds through debt or equity financing in the future
to fund operations, significant investments or acquisitions that are consistent
with our strategy. If we need to access the capital markets, there can be no
assurance that financing may be available on attractive terms, if at all. As of
September 30, 2022, Cash and cash equivalents were $31.9 million and including
our undrawn Revolving Loan, our total liquidity was $226.9 million.

Indebtedness. As of September 30, 2022, the outstanding aggregate principal
amount of our debt was $505.0 million, with an interest rate of 6.2%, including
$70.0 million of outstanding principal under our Term Loan, with an interest
rate of 5.7%, $35.0 million of outstanding borrowings on our Revolving Loan,
with an interest rate of 5.1% and outstanding Senior Unsecured Notes of $400.0
million, with an interest rate of 6.375%. During the nine months ended September
30, 2022, we made $7.5 million in mandatory Term Loan payments. During the nine
months ended September 30, 2022 we borrowed $45.0 million on our Revolving Loan
and repaid $10.0 million. As of September 30, 2022, we had $195.0 million
available to borrow under our Revolving Loan. Our borrowings are limited by our
Senior Secured Leverage Ratio and Consolidated Interest Coverage Ratio, which
are calculated in accordance with our Credit Agreement, and were 0.6x and 5.7x
as of September 30, 2022, respectively.

Contingent Consideration. The fair value as of September 30, 2022 for the
contingent consideration related to the CreditIQ and Accu-Trade acquisitions was
$61.1 million. Within the next twelve months, we expect to pay $10.0 million of
the potential contingent consideration amounts discussed below.

As part of the Accu-Trade Acquisition, we may be required to pay additional
consideration to the former owners based on achievement of certain financial
targets. For the Accu-Trade contingent consideration we have the option to pay
consideration in cash or stock, which may result in a variable number of shares
being issued. The actual amount to be paid will be based on the acquired
business' future performance to be attained over a three-year performance
period.

As part of the CreditIQ Acquisition, we may be required to pay up to an
additional $50.0 million in cash consideration to the former owners based on two
earn-out achievement objectives, including an earnings-related metric and lender
market share. The actual amount to be paid will be based on the acquired
business' future performance to be attained over a three-year performance period
with a mutually agreed-upon option for a fourth year. For information related to
the contingent consideration, see Note 3 (Goodwill, Indefinite-lived Intangible
Asset and Business Combinations) and Note 4 (Fair Value Measurements).

Cash Flows. Details of our cash flows are as follows (in thousands):


                                   Nine Months Ended September 30,
                                    2022                     2021                Change
Net cash provided by (used
in):
   Operating activities       $          91,291       $          116,226     $       (24,935 )
   Investing activities                 (79,169 )                (17,879 )           (61,290 )
   Financing activities                 (19,271 )               (114,559 )            95,288
Net change in cash and cash
equivalents                   $          (7,149 )     $          (16,212 )   $         9,063



Operating Activities. The decrease in cash provided by operating activities was
primarily related to changes in operating assets and liabilities, including
fluctuations in working capital during the nine months ended September 30, 2022
in addition to the receipt of a $9.1 million tax refund related to the carryback
of federal and state income tax net operating loss as a result of the CARES Act
during the nine months ended September 30, 2021.


                                       24
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Investing Activities. The increase in cash used in investing activities was primarily related to the Accu-Trade Acquisition in 2022, partially offset by lower capital expenditures in the current year period.



Financing Activities. During the nine months ended September 30, 2022, cash used
in financing activities was primarily related to repurchases of common stock and
payments on our Term Loan and Revolving Loan, partially offset by $45.0 million
of proceeds from Revolving Loan borrowings related to the Accu-Trade
Acquisition. During the nine months ended September 30, 2021, cash used in
financing activities was primarily related to $107.5 million of debt repayments,
of which $100.0 million were voluntary pre-payments. For information related to
our debt and repurchases of common stock, see Note 5 (Debt) and Note 8
(Stockholders' Equity) to the accompanying Consolidated Financial Statements
included in Part I, Item 1., "Financial Statements (unaudited)" of this
Quarterly Report on Form 10-Q.

Commitments and Contingencies. For information related to commitments and contingencies, see Note 7 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements (unaudited)" of this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements. We do not have any material off-balance sheet arrangements.



Critical Accounting Policies. For information related to critical accounting
policies, see "Critical Accounting Policies and Estimates" in Part II, Item 7.,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", of our Annual Report on Form 10-K for the year ended December 31,
2021 as filed with the SEC on February 25, 2022 and see Note 1 (Description of
Business and Summary of Significant Accounting Policies) to the accompanying
Consolidated Financial Statements included in Part I, Item 1., "Financial
Statements (unaudited)" of this Quarterly Report on Form 10-Q. During the nine
months ended September 30, 2022, there have been no changes to our critical
accounting policies.

Recent Accounting Pronouncements. There were no significant new accounting pronouncements applicable to us in the period.


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