Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 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. The following graph shows the cumulative total stockholder return for our common stock during the period from May 18, 2017 to December 31, 2020. 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. The comparison assumes $100 was invested on May 18, 2017 in CARS common stock and each index.
Purchases of Equity Securities by Issuer. None.
Dividends. 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. We expect to retain future earnings, if any, to fund the development and growth of our business. 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. In addition, the terms of our credit facilities contain restrictions on our ability to declare and pay cash dividends on our capital stock.
20
Recent Sales of Unregistered Securities. None.
Use of Proceeds from Registered Securities. None.
Item 6. Selected Financial Data. 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. 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. 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.
For and As of the Year Ended December 31,
(In thousands, except per share amounts)
2020
2019
2018
2017
2016
Statement of (Loss) Income Data
Total revenue
$
547,503
$
606,682
$
662,127
$
626,262
$
633,106
Operating (loss) income (1) (2) (3) (4)
(887,327
)
(446,060
)
83,924
134,256
176,650
Net (loss) income (5)
(817,120
)
(445,324
)
38,809
224,443
176,370
(Loss) Earnings per Common Share and Other Data
(Loss) earnings per share, basic (6)
$
(12.15
)
$
(6.65
)
$
0.55
$
3.13
$
2.46
(Loss) earnings per share, diluted (6)
(12.15
)
(6.65
)
0.55
3.13
2.46
Weighted average number of common
shares outstanding, basic
67,241
66,995
70,318
71,661
71,588
Weighted average number of common
shares outstanding, diluted
67,241
66,995
70,547
71,727
71,588
Dividends declared per share
$
—
$
—
$
—
$
—
$
—
Balance Sheet Data
Cash and cash equivalents
$
67,719
$
13,549
$
25,463
$
20,563
$
8,896
Total assets
1,075,712
2,027,991
2,600,549
2,511,039
2,547,266
Total debt (7)
583,899
642,668
692,159
578,352
—
(1)
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.
(2)
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.
(3)
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; $13.2 million in transaction costs, primarily related to the acquisition of Dealer Inspire, Inc. and Launch Digital Marketing LLC (referred to collectively as “Dealer Inspire”) and the process to explore strategic alternatives to enhance shareholder value ; $4.4 million related to the sales transformation; $6.8 million in incremental stock-based compensation; the addition of Dealer Inspire’s business and the incremental costs of being a public company.
(4)
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.
(5)
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.
(6)
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.
(7)
Balance is net of debt-issuance costs related to the Term Loan and Bond Offering.
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.