Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
−Removed: Our common stock is listed on the NYSE under the symbol “CARS.” “When issued” trading of our common stock commenced on the NYSE on May 15, 2017.
−Removed: “Regular way” trading began on June 1, 2017, the day of the Separation.
−Removed: Based on reports by our transfer agent for our common stock, as of February 19, 2020, there were 5,120 holders of record of our common stock.
+Added: Our common stock is listed on the NYSE under the symbol “CARS.” Based on reports by our transfer agent for our common stock, as of February 18, 2021, there were 4,914 holders of record of our common stock.
Cumulative Stockholder Return Graph.
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The graph also shows the cumulative returns of Standard and Poor’s (“S&P”) MidCap 400 Index and Research Data Group’s (“RDG”) Internet Composite Index.
−Removed: The comparison assumes $100 was invested on May 18, 2017 in CARS common stock.
−Removed: The cumulative stockholder return graph for the year ended December 31, 2017, included in the 2017 Annual Report on Form 10-K, utilized the S&P MidCap 400 Internet Software & Services Index, which was discontinued as of September 30, 2018.
+Added: The comparison assumes $100 was invested on May 18, 2017 in CARS common stock and each index.
Purchases of Equity Securities by Issuer.
−Removed: Our share repurchase activity for the three months ended December 31, 2019 is as follows:
−Removed: Purchased (1)
−Removed: per Share (1)
−Removed: Total Number of
−Removed: Shares Purchased
−Removed: as Part of Publicly
−Removed: Announced Plans
−Removed: or Programs (2)
−Removed: Maximum Dollar
−Removed: Value of Shares that
−Removed: Under the Plans
−Removed: or Programs (3)
−Removed: (in thousands)
−Removed: October 1 through October 31, 2019
−Removed: November 1 through November 30, 2019
−Removed: December 1 through December 31, 2019
−Removed: The total number of shares purchased and subsequently retired and the average price paid per share reflects shares purchased pursuant to the share repurchase program.
−Removed: Our share repurchases may occur through open market purchases or pursuant to a Rule 10b5-1 trading plan.
−Removed: In March 2018, our Board of Directors authorized a share repurchase program to acquire up to $200 million of our common stock.
−Removed: The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws.
−Removed: The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors including price.
−Removed: The repurchase program has a two-year duration, does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.
−Removed: We intend to fund the share repurchase program principally with cash from operations.
−Removed: The amounts presented represent the remaining total authorized value to be spent after each month's repurchases.
+Added: We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends for the foreseeable future.
+Added: We expect to retain future earnings, if any, to fund the development and growth of our business.
+Added: Any future determination to pay dividends on our common stock will be made by the Board of Directors and will depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that the Board of Directors may deem relevant.
+Added: In addition, the terms of our credit facilities contain restrictions on our ability to declare and pay cash dividends on our capital stock.
Recent Sales of Unregistered Securities.
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Selected Financial Data.
−Removed: We derived the Consolidated and Combined Statements of (Loss) Income data for the years ended December 31, 2019, 2018 and 2017 and the Consolidated Balance Sheet data as of December 31, 2019 and 2018 from our audited Consolidated and Combined Financial Statements, which are included elsewhere in this Annual Report on Form 10-K.
−Removed: We derived the Consolidated and Combined Statement of (Loss) Income data for the years ended December 31, 2016 and 2015 and the Consolidated and Combined Balance Sheet data as of December 31, 2017, 2016 and 2015 from our audited Consolidated and Combined Financial Statements, which are not included in this Annual Report on Form 10-K.
−Removed: The selected financial data is not necessarily indicative of the results of future operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated and Combined Financial Statements and the related notes included elsewhere in this Annual Report on Form 10-K.
−Removed: Year Ended December 31,
+Added: We derived certain Statement of (Loss) Income Data and Balance Sheet Data from the Consolidated Statements of (Loss) Income data for the years ended December 31, 2020, 2019 and 2018 and the Consolidated Balance Sheet data as of December 31, 2020 and 2019 from our audited Consolidated Financial Statements, which are included elsewhere in this Annual Report on Form 10-K.
+Added: We derived certain Statement of (Loss) Income Data and Balance Sheet Data from the Consolidated and Combined Statement of (Loss) Income data for the years ended December 31, 2017 and 2016 and the Consolidated or Consolidated and Combined Balance Sheet data as of December 31, 2018, 2017 and 2016 from our audited Consolidated or Consolidated and Combined Financial Statements, which are not included in this Annual Report on Form 10-K.
+Added: The selected financial data is not necessarily indicative of the results of future operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and the related notes included elsewhere in this Annual Report on Form 10-K.
+Added: For and As of the Year Ended December 31,
(In thousands, except per share amounts)
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Cash and cash equivalents
−Removed: Long-term debt (6)
−Removed: The operating loss for the year ended December 31, 2019 is primarily attributed to the $427.3 million (net of tax benefit of $34.2 million) goodwill and indefinite-lived intangible asset impairment.
+Added: Total debt (7)
+Added: The operating loss for the year ended December 31, 2020 is primarily attributed to the $905.9 million goodwill and intangible asset impairment, as well as the impact of the COVID-19 pandemic and related restrictions.
+Added: The operating loss for the year ended December 31, 2019 is primarily attributed to the $461.5 million goodwill and indefinite-lived intangible asset impairment.
The year ended December 31, 2018 includes the impact of $ 9.8 million in consulting services and other costs incurred as part of our settlement agreement with our stockholder activist;
4 unchanged sentences
the addition of Dealer Inspire’s business and the incremental costs of being a public company.
−Removed: These increases were partially offset by the prior year impacts of $5.6 million primarily related to the Separation and $3.6 million related to the move to our new corporate headquarters location.
−Removed: The year ended December 31, 2017 includes the impact of incremental costs of being a public company upon our separation from TEGNA.
+Added: The year ended December 31, 2017 includes the impact of incremental costs of being a public company and $3.6 million related to the move to our new corporate headquarters location.
The year ended December 31, 2017 includes the tax benefit from the write-off of the permanent outside basis difference and the reduction in the corporate federal income tax rate under the Tax Cuts and Jobs Act.
The year ended December 31, 2016 only includes DealerRater tax expense for the post-acquisition period.
−Removed: There was no tax expense recorded for the year ended December 31, 2015.
As of the separation date of May 31, 2017, the total shares outstanding was 71.6 million.
The total number of shares outstanding at that date is being utilized for the calculation of both basic and diluted earnings per share for the periods prior to the separation.
−Removed: Includes current portion of long-term debt and debt-issuance costs.
+Added: Balance is net of debt-issuance costs related to the Term Loan and Bond Offering.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.