Cars

[Pages:24]

Fourth Quarter and Full Year 2018 Earnings

February 28, 2019

Forward-Looking Statements

This presentation contains "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts are forwardlooking statements. Forward-looking statements include information concerning our business strategies, strategic alternatives review process, plans and objectives, market potential, outlook, trends, future financial performance, planned operational and product improvements, potential strategic transactions, liquidity and other matters and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements, strategic actions or prospects may differ materially from those expressed or implied by these forward-looking statements. These statements often include words such as "believe," "expect," "project," "anticipate," "intend," "strategy," "plan," "estimate," "target," "seek," "will," "may," "would," "should," "could," "forecasts," "mission," "strive," "more," "goal" or similar expressions. Forward-looking statements are based on our current expectations, beliefs, strategies, estimates, projections and assumptions, based on our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we think are appropriate. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. You should understand that these statements are not guarantees of strategic action, performance or results. Our actual results could differ materially from those expressed in the forward-looking statements. Given these uncertainties, forward-looking statements should not be relied on in making investment decisions. Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data. Whether or not any such forward-looking statement is in fact achieved will depend on future events, some of which are beyond our control.

Forward-looking statements are subject to a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from those expressed in the forward-looking statements contained in this presentation. For a detailed discussion of many of these risks and uncertainties, see "Part I, Item 1A., Risk Factors" and "Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2017 which is available on our website at investor. or vis EDGAR at . All forward-looking statements contained in this presentation are qualified by these cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of these risks and uncertainties. The forward-looking statements contained in this presentation are based only on information currently available to us and speak only as of the date of this presentation. We undertake no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

The forward-looking statements in this report are intended to be subject to the safe harbor protection provided by the federal securities laws.

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Non-GAAP Financial Measures

This presentation discusses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Free Cash Flow. These are not financial measures as defined by GAAP. These financial measures are presented as supplemental measures of operating performance because we believe they provide meaningful information regarding our performance and provide a basis to compare operating results between periods. In addition, we use Adjusted EBITDA as a measure for determining incentive compensation targets. Adjusted EBITDA also is used as a performance measure under the Company's credit agreement and includes adjustments such as the items defined below and other further adjustments which are defined in the credit agreement. These non-GAAP financial measures are frequently used by our lenders, securities analysts, investors and other interested parties to evaluate companies in our industry.

Other companies may define or calculate these measures differently, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. Definitions of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures are presented in the tables below.

The Company defines Adjusted EBITDA as net income (loss) before (1) interest expense (income), net, (2) income tax expense (benefit), (3) depreciation, (4) amortization of intangible assets, (5) stock-based compensation expense, plus (6) certain other items, such as transaction-related costs, costs associated with the stockholder activist campaign, restructuring and other exit costs, costs related to the headquarters move and write-off and impairments of goodwill, intangible assets and other long-lived assets. Amortization of unfavorable contracts liability is not adjusted out of Adjusted EBITDA.

The Company defines Adjusted Net Income as net income (loss) excluding the after-tax impact of (1) amortization of intangible assets, (2) stock-based compensation expense, and (3) certain other items, such as transaction-related costs, costs associated with the stockholder activist campaign, restructuring and other exit costs, costs related to the headquarters move and write-off and impairments of goodwill, intangible assets and other long-lived assets. Amortization of unfavorable contracts liability is not adjusted out of Adjusted Net Income.

Transaction-related costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (1) transaction-related bonuses and (2) expenses for advisors and representatives such as investment bankers, consultants, attorneys and accounting firms. Transaction-related costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees, in addition to consulting, compensation and other incremental costs associated with integration projects.

The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures, including purchases of property and equipment and capitalization of internal-use software and website development costs.

Adjusted EBITDA to Free Cash Flow Conversion is calculated by dividing Free Cash Flow by Adjusted EBITDA.

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2018: A PIVOTAL YEAR

4

2018 Accomplishments

o Twelve Consecutive Months of YOY Traffic Growth

o Converted 30+ affiliate markets & 3,500 dealers

o Launched New Products

o Transformed our Sales & Tech Organizations

o Acquired Dealer Inspire & LDM to Solidify Solutions Strategy

o $97 million in Share Buybacks

445.3

412.3 400.9

67%

84%

21,296 19,921

$2,098 $1,974

Significant Year-on-Year Traffic Gains

Traffic (visits) in Millions

2016 2017 2018

Bringing Affiliates In-House

Percent of Dealer Customers Served by Direct Channel

Dealer Count

Direct Monthly ARPD

5

Product Innovation is a Core Element of our Sustainable Growth Strategy

SOCIAL PRODUCT

No. 1 provider of listings on social media marketplaces through Social Sales Drive

REPUTATION MANAGEMENT

+7.5 million reviews, expert editorial content, one of a kind product Salesperson connect

CONVERSATIONS

Connects dealers to customers whenever, wherever and however they want to shop

DIGITAL RETAILING

Bringing car buying online and helping dealers meeting

changing consumer demands

MATCHMAKER

Drove 63% jump in return visitors, a fifteen-fold increase in profile creation

ARTIFICIAL INTELLIGENCE Built 5 machine learning products

and AI-driven chat tool

6

Dealer Count Has Fallen Due to A Mix of Lead Volume and Sales Conversion Rate

25

DEALER COUNT

DEALER REPORTED PRIMARY REASONS FOR CANCELLATIONS

20

21.3

20.5

20.7

20.4

19.9

1 Insufficient Lead Volume

15

2 Perceived Lower Sales Conversion Rate

10

5

0 Q4, 2017

Q1, 2018

Q2, 2018

Q3, 2018

Number of Dealers at Period End (in thousands)

Q4, 2018

7

3 Part Plan to Turn Around Dealer Count

Marketing Investment

Product Innovation

New Sales Structure

8

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