Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and our performance and future success, includes forward‑looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” You should review the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward‑looking statements contained in the following discussion and analysis. We qualify all of our forward-looking statements by such cautionary statements.
In this discussion, we use financial measures that are considered non-GAAP financial measures under SEC rules. These rules regarding non-GAAP financial measures require supplemental explanation and reconciliation, which are included elsewhere in this Annual Report. Investors should not consider non-GAAP financial measures in isolation from or in substitution for, financial information presented in compliance with U.S. generally accepted accounting principles, or GAAP.
This section of this Annual Report discusses 2025, 2024, and 2023 items and year-to-year comparisons between 2025 and 2024 and between 2024 and 2023. In the third quarter of 2025 we began to wind-down the operations of CarOffer. The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in our consolidated financial statements for all periods presented, except for the consolidated statements of comprehensive income, the consolidated statements of redeemable noncontrolling interest and stockholders’ equity, and the consolidated statements of cash flows. These statements have not been separately reclassified and discontinued operations are included within each for all periods presented. For further information, refer to Note 3 to our consolidated financial statements included elsewhere in this Annual Report. Unless indicated otherwise, the information below relates to our continuing operations and does not include the results of discontinued operations. The discussion of 2024 and 2023 financial condition, results of operations, and year-to-year comparisons within the sections below have been revised to conform with this current period presentation. The period‑to‑period comparison of financial results is not necessarily indicative of future results.
Company Overview
CarGurus is a multinational automotive platform helping consumers and dealers confidently buy and sell vehicles. Founded in 2006 with a mission to bring more trust and transparency to car shopping, CarGurus is the No. 1 visited automotive shopping site in the U.S. 1 with the largest selection of inventory and network of dealers 2 . CarGurus’ selection, trusted automotive insights, and data-driven products and solutions support each shopper’s journey — from online research and shopping to in-dealership decisions — to empower them at every step. CarGurus provides dealers a personalized, predictive intelligence platform with software solutions that helps them run their businesses more efficiently and profitably at all stages of inventory acquisition and pricing, marketing, and conversion to sale.
We have subsidiaries in the U.S., Canada, Ireland, and the U.K. and we operate the following marketplaces:
U.S., U.K., and Canada
1 Similarweb: Traffic Insights (Cars.com, Autotrader.com, TrueCar.com, CARFAX.com Listings (defined as CARFAX.com Total Visits minus Vehicle History Reports)), Q4 2025, U.S.
2 Compared to Autotrader.com, Cars.com, TrueCar.com, and CARFAX.com (Joreca as of December 31, 2025)
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Discontinued Operations
On August 6, 2025, our Board of Directors determined, after considering all reasonably available options and a broader strategic reassessment, that it is in the best interests of our stockholders to wind down CarOffer, including the CarOffer Transactions Business. Following the broader strategic reassessment, we concluded that the CarOffer Transactions Business has proven less effective in today’s more volatile and unpredictable pricing environment, where dealers require more flexibility and broader automation to streamline fulfillment than the model could provide. Following the wind-down, we will continu e to deliver AI-powered inventory intelligence through our insights platform and enable consumer vehicle sourcing at scale through Sell My Car, and will focus on technology and analytics that will enable smarter sourcing and pricing decisions rather than facilitating the transactions themselves.
The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in the consolidated financial statements for all periods presented, except for the consolidated statements of comprehensive income, the consolidated statements of redeemable noncontrolling interest and stockholders’ equity, and the consolidated statements of cash flows. These statements have not been separately reclassified and discontinued operations are included within each for all periods presented.
As a result of the wind-down, we incurred total expenditures of $13.3 million, of which all cash expenditures have been paid.
For further information, refer to Note 3 to our consolidated financial statements included elsewhere in this Annual Report.
Reportable Segments, Revenue, and Financial Overview
Beginning in the fourth quarter of 2025, in connection with the wind-down of CarOffer, our chief executive officer, who acts as the CODM, began to manage our business, make operating decisions, and evaluate operating performance based on consolidated results. Accordingly, the change led to revisions to the nature and substance of information regularly provided to and used by the CODM, and served to align our reported results with our ongoing growth strategy. As a result, beginning in the fourth quarter of 2025 we report our financial results as a single reportable segment. For further segment reporting and geographic information, refer to Note 14 to our consolidated financial statements included elsewhere in this Annual Report.
We derive our revenue from (i) dealer subscription fees, (ii) advertising from auto manufacturers and other brand advertisers, and (iii) partnerships with financing services companies.
For the year ended December 31, 2025, we generated revenue of $907.0 million, a 14% increase from $798.0 million of revenue for the year ended December 31, 2024.
For the year ended December 31, 2025, we generated net income from continuing operations of $196.7 million and Adjusted EBITDA from continuing operations, a non-GAAP financial measure, of $319.0 million, compared to net income from continuing operations of $128.7 million and Adjusted EBITDA from continuing operations of $255.6 million for the year ended December 31, 2024.
See below for more information regarding our use and reconciliation of Adjusted EBITDA from continuing operations and other non-GAAP financial measures.
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Key Business Metrics
We regularly review a number of metrics, including the key metrics listed below, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make operating and strategic decisions. We believe it is important to evaluate these metrics, as applicable, for the U.S. and International geographic regions. The International region derives revenue from customers outside of the U.S. International markets perform differently from the U.S. market due to a variety of factors, including our operating history in each market, our rate of investment, market size, market maturity, competition, and other dynamics unique to each country.
Historically, we have used data from Google Universal Analytics, or Google Analytics, to measure two of our key business metrics: monthly unique users and monthly sessions. Effective July 1, 2024, Google Analytics 4, or GA4, replaced Google Analytics. The methodologies used in GA4 are different and not comparable to the methodologies used in Google Analytics. As discussed below, we also make certain adjustments to the GA4 data in order to improve the accuracy of the reported monthly unique users and monthly sessions. Due to the change in methodology, we are unable to provide comparable monthly unique user and monthly session information for any periods prior to June 30, 2024.
Monthly Unique Users
For each of our websites, we define a monthly unique user as an individual who has visited any such website and taken a Visitor Action (as defined below) within a calendar month, based on data as measured by GA4. We calculate average monthly unique users as the sum of the monthly unique users of each of our websites in a defined period, divided by the number of months in that period. Effective July 1, 2024, we count a unique user the first time a computer or mobile device with a unique device identifier accesses any of our websites or application during a calendar month and takes an action on such website or in such application, such as performing a search, visiting vehicle detail pages, and connecting with a dealer, which we refer to as a Visitor Action. If an individual accesses a website or application using a different device within a given month, the first Visitor Action taken by each such device is counted as a separate unique user. If an individual uses multiple browsers on a single device and/or clears their cookies and returns to our website or application and takes a Visitor Action within a calendar month, each such Visitor Action is counted as a separate unique user. We eliminate any duplicate unique users that may arise when users visit a webview within our native application.
We are subject to evolving privacy laws governing cookies and tracking technologies. Privacy regulations that require user consent for tracking technologies, such as cookies, may limit our ability to collect certain data, which could result in an undercount of actual average monthly unique users. Conversely, interactions with our websites generated by bots and other automated mechanisms may inflate GA4 data, which could lead to an overcount of average monthly unique users.
We view our average monthly unique users as a key indicator of the quality of our user experience, the effectiveness of our advertising and traffic acquisition, and the strength of our brand awareness. Measuring unique users is important to us and we believe it provides useful information to our investors because our revenue depends, in part, on our ability to provide dealers with connections to our users and exposure to our audience. We define connections as interactions between consumers and dealers on our marketplace through phone calls, email, managed text and chat, and clicks to access the dealer’s website or map directions to the dealership.
Three Months Ended December 31,
Average Monthly Unique Users
(in thousands)
International
Total
As a result of the change from Google Analytics to GA4, we are unable to provide comparable average monthly unique user information for this period.
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Monthly Sessions
We define monthly sessions as the number of distinct visits to our websites that include a Visitor Action that take place each month within a given time frame, as measured and defined by GA4. We calculate average monthly sessions as the sum of the monthly sessions in a defined period, divided by the number of months in that period. Effective July 1, 2024, a session is defined as beginning with the first Visitor Action from a computer or mobile device and ending at the earliest of when a user closes their browser window or after 30 minutes of inactivity. We eliminate any duplicate monthly sessions that may arise when users visit a webview within our native application.
We are subject to evolving privacy laws governing cookies and tracking technologies. Privacy regulations that require user consent for tracking technologies, such as cookies, may limit our ability to collect certain data, which could result in an undercount of actual average monthly sessions. Conversely, interactions with our websites generated by bots and other automated mechanisms may inflate GA4 data, which could lead to an overcount of average monthly sessions.
We believe that measuring the volume of sessions in a time period, when considered in conjunction with the number of unique users in that time period, is an important indicator to us of consumer satisfaction and engagement with our marketplace, and we believe it provides useful information to our investors because the more satisfied and engaged consumers we have, the more valuable our service is to dealers.
Three Months Ended December 31,
Average Monthly Sessions
(in thousands)
International
Total
As a result of the change from Google Analytics to GA4, we are unable to provide comparable average monthly sessions information for this period.
Number of Paying Dealers
We define a paying dealer as a dealer account with an active, paid subscription at the end of a defined period.
The number of paying dealers we have is important to us and we believe it provides valuable information to investors because it is indicative of the value proposition of our products, as well as our sales and marketing success and opportunity, including our ability to retain paying dealers and develop new dealer relationships.
As of December 31,
Number of Paying Dealers
International
Total
Quarterly Average Revenue per Subscribing Dealer (QARSD)
We define QARSD, which is measured at the end of a fiscal quarter, as the revenue primarily from subscription products during that trailing quarter divided by the average number of paying dealers during the quarter. We calculate the average number of paying dealers for a period by adding the number of paying dealers at the end of such period and the end of the prior period and dividing by two.
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This information is important to us, and we believe it provides useful information to investors, because we believe that our ability to grow QARSD is an indicator of the value proposition of our products and the ROI that our paying dealers realize from our products. In addition, increases in QARSD, which we believe reflect the value of exposure to our engaged audience in relation to subscription cost, are driven in part by our ability to grow the volume of connections to our users and the quality of those connections, which result in increased opportunity to upsell package levels and cross-sell additional products to our paying dealers.
For the three months ended December 31,
Quarterly Average Revenue per Subscribing Dealer (QARSD)
International
Consolidated
Adjusted EBITDA from Continuing Operations
To provide investors with additional information regarding our financial results, we have presented within this Annual Report Adjusted EBITDA from continuing operations, which is a non‑GAAP financial measure. This non‑GAAP financial measure is not based on any standardized methodology prescribed by GAAP, and is not necessarily comparable to any similarly titled measures presented by other companies.
We define Adjusted EBITDA from continuing operations as net income from continuing operations adjusted to exclude: depreciation and amortization, stock‑based compensation expense, transaction-related expenses, impairments, other income, net, and provision for income taxes.
We use Adjusted EBITDA from continuing operations within this Annual Report because it is a key measure used by our management and Board of Directors to understand and evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. We believe Adjusted EBITDA from continuing operations helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. Accordingly, we believe that Adjusted EBITDA from continuing operations provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision‑making.
Our Adjusted EBITDA from continuing operations is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA from continuing operations rather than net income from continuing operations, which is the most directly comparable GAAP equivalent. Some of these limitations are that Adjusted EBITDA from continuing operations excludes:
depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future;
stock-based compensation expense, which will be, for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;
transaction-related expenses incurred by us during a reporting period, which are inclusive of certain transaction and integration costs associated with our 2023 acquisition of the remaining minority equity interests in CarOffer and which may not be reflective of our operational performance during such period, for acquisitions that have been completed as of the filing date of our annual or quarterly report (as applicable) relating to such period;
impairments, which include non-cash one-time expenses associated with the impairments of certain other assets, which may have to be replaced in the future;
other income, net, which consists primarily of interest income earned on our cash, cash equivalents, and short-term investments, and foreign exchange gains and losses; and
the provision for income taxes.
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In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA from continuing operations differently, which reduces its usefulness as a comparative measure.
Because of these limitations, we consider, and you should consider, Adjusted EBITDA from continuing operations together with other operating and financial performance measures presented in accordance with GAAP.
For the years ended December 31, 2025, 2024, and 2023, the following table presents a reconciliation of Adjusted EBITDA from continuing operations to net income from continuing operations, the most directly comparable measure calculated in accordance with GAAP, for each of the periods presented.
Year Ended December 31,
(dollars in thousands)
Reconciliation of Adjusted EBITDA from continuing operations
Net income from continuing operations
Depreciation and amortization
Stock-based compensation expense
Transaction-related expenses
Impairments
Other income, net
Provision for income taxes
Adjusted EBITDA from continuing operations
Components of Consolidated Income Statements
Revenue
We derive our revenue from (i) dealer subscription fees, (ii) advertising from auto manufacturers and other brand advertisers, and (iii) partnerships with financing services companies.
Dealer Subscription Revenue
We offer multiple types of Listings packages to our dealers for our CarGurus platform (availability varies on our marketplaces): Restricted Listings, which is free; and various levels of Listings packages, each of which require a paid subscription under a monthly, quarterly, semiannual, or annual subscription basis.
Our dealer Listings subscription packages generally auto-renew on a monthly basis and are cancellable by dealers with 30 days’ advance notice prior to the commencement of the applicable renewal term. Subscription pricing is determined based on a dealer’s inventory size, region, and our assessment of the connections and ROI the platform will provide them and is subject to discounts and/or fee reductions that we may offer from time to time. We also offer all dealers on the platform access to our Dealer Dashboard, which includes a performance summary, dealer insights features, and user review management platform. Only dealers subscribing to a paid Listings package receive access to certain additional features.
We also offer dealers subscribing to certain of our Listings packages additional exposure and lead enhancements, such as Audience Targeting. Through Audience Targeting, dealers can buy advertising that appears on other sites on the internet and/or on high-converting social media platforms. Such advertisements can be targeted by the user’s geography, search history, CarGurus website activity, and a number of other factors, allowing dealers to increase their visibility with in-market consumers and drive qualified traffic for dealers.
We also offer dealers subscribing to certain of our Listings packages other subscription products such as Digital Deal, which allows shoppers to complete much of the vehicle-purchase process online through the Dealers’ Listings page and gives dealers higher quality leads through upfront consumer-provided information.
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We also offer dealers subscribing to certain of our Listings packages other subscription products such as Sell My Car, which allows dealers to pay for leads to receive direct access to shoppers actively looking to sell their vehicles. Dealers can acquire inventory from shoppers who are looking to sell directly through the CarGurus Sell My Car page.
Advertising Revenue
We offer non-dealer advertising to auto manufacturers and other brand advertisers sold on a cost-per-thousand impressions basis. An impression is an advertisement loaded on a web page. We also have advertising sold on a cost-per-click basis. Pricing is primarily based on advertisement size and position on our websites and mobile applications. Auto manufacturers and other brand advertisers can execute advertising campaigns that are targeted across a wide variety of parameters, including demographic groups, behavioral characteristics, and, for automotive campaigns, specific auto brands, categories such as Certified Pre-Owned, and segments such as hybrid vehicles. We do not provide minimum impression guarantees or other types of minimum guarantees in our contracts with customers. Advertising is also sold indirectly through revenue sharing arrangements with advertising exchange partners.
Financing Revenue
We also derive revenue from partnerships with certain financing services companies pursuant to which we enable eligible consumers on our CarGurus U.S. website to pre-qualify for financing on cars from dealerships that offer financing through such companies. We primarily generate revenue from these partnerships based on the number of funded loans from consumers who pre-qualify with our lending partners through our site.
Cost of Revenue
Cost of revenue includes expenses related to supporting and hosting service offerings. These expenses include personnel and related expenses for our customer support team, including salaries, benefits, incentive compensation, and stock-based compensation; third-party service provider expenses such as advertising, data, and hosting expenses; amortization of developed technology; amortization and impairment of capitalized website development; amortization of capitalized hosting arrangements; and allocated overhead expenses. We allocate overhead expenses, such as rent and facility expenses, software expense, and employee benefit expense, to all departments based on headcount. As such, general overhead expenses are reflected in cost of revenue and each operating expense category.
Operating Expenses
Sales and Marketing
Sales and marketing expense consists primarily of personnel and related expenses for our sales and marketing team, including salaries, benefits, incentive compensation, commissions, and stock-based compensation; expenses associated with con sumer marketing, such as traffic acquisition, brand building, and public relations activities; expenses associated with dealer marketing, such as content marketing, customer and promotional events, and industry events; software subscription expenses; consulting services; amortization of capitalized hosting arrangements; and allocated overhead expenses. A portion of our commissions that are related to obtaining a new contract are capitalized and amortized over the estimated benefit period of customer relationships. Other than commissions amortization, all other sales and marketing expenses are expensed as incurred. We expect sales and marketing expense to fluctuate from quarter to quarter due to seasonality and as we respond to changes in the macroeconomic and competitive landscapes affecting our existing dealers, consumer audience, and brand awareness.
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Product, Technology, and Development
Product, technology, and development expense consists primarily of personnel and related expenses for our research and development team, including salaries, benefits, incentive compensation, and stock-based compensation; software subscription expenses; consulting services; and allocated overhead expenses. Other than website development, internal-use software, and hosting arrangement expenses, research and development expenses are expensed as incurred. We expect product, technology, and development expense to increase from quarter to quarter as we invest in additional engineering resources to develop innovative new solutions and make improvements to our existing platform.
General and Administrative
General and administrative expense consists primarily of personnel and related expenses for our executive, finance, legal, people and talent, and administrative teams, including salaries, benefits, incentive compensation, and stock-based compensation; expenses associated with professional fees for audit, tax, external legal, and consulting services; payment processing and billing expenses; insurance expenses; software subscription expenses; and allocated overhead expenses. General and administrative expense is expensed as incurred. We expect general and administrative expense to increase as we continue to scale our business.
Impairment
During the year ended December 31, 2025, we recognized impairment charges of $0.5 million related to the right-of-use assets for our Addison, Texas leases. For further information on the impairment, refer to Note 10 to our consolidated financial statements included elsewhere in this Annual Report.
During the year ending December 31, 2024, we recognized impairment charges of $11.7 million, consisting of $4.7 million related to the right-of-use assets for our Addison, Texas leases and $7.0 million related to the decision to end our CG Buy Online Pilot.
Depreciation and Amortization
Depreciation and amortization expense consists of depreciation on property and equipment and amortization of intangible assets and internal-use software.
Other Income, Net
Other income, net consists primarily of interest income earned on our cash, cash equivalents, and short-term investments, and foreign exchange gains and losses.
Provision for Income Taxes
The provision for income taxes consists of federal and state income taxes in the U.S. and taxes in foreign jurisdictions in which we operate. The provision for income taxes differs from the federal statutory rate primarily due to state and local income taxes and Section 162(m) excess officers’ compensation disallowance, partially offset by federal and state research and development tax credits and windfall tax benefits on share-based compensation.
On July 4, 2025, the One Big Beautiful Bill Act, or the OBBBA, was enacted in the U.S. The OBBBA includes significant tax provisions, such as accelerated cost recovery of qualified property and immediate expensing of U.S.-based research and development costs. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The impact of these changes will be recognized in the period in which the legislation was enacted. The OBBBA includes a provision which allows for immediate expensing of domestic research and development costs and accelerated amortization of previously capitalized domestic research and dev elopment costs. Based on our evaluation, we have concluded that the OBBBA has not had a material impact on our income tax provision, but did have a material impact on 2025 cash taxes and will have a material impact on 2026 cash taxes.
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Results of Operations
For the years ended December 31, 2025, 2024, and 2023, our consolidated income statements were as follows:
Year Ended December 31,
(dollars in thousands)
Revenue
Cost of revenue
Gross profit
Operating expenses
Sales and marketing
Product, technology, and development
General and administrative
Impairment
Depreciation and amortization
Total operating expenses
Income from continuing operations
Other income, net
Interest income
Other (expense) income, net
Total other income, net
Income from continuing operations before income taxes
Provision for income taxes
Net income from continuing operations
Net loss from discontinued operations, net of tax benefits
Consolidated net income
Net loss attributable to redeemable noncontrolling interest
Net Income attributable to CarGurus, Inc.
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For the years ended December 31, 2025, 2024, and 2023, our consolidated income statements as a percentage of total revenue were as follows (amounts in the table below may not sum due to rounding):
Year Ended December 31,
Revenue
Cost of revenue
Gross profit
Operating expenses
Sales and marketing
Product, technology, and development
General and administrative
Impairment
Depreciation and amortization
Total operating expenses
Income from continuing operations
Other income, net
Interest income
Other (expense) income, net
Total other income, net
Income from continuing operations before income taxes
Provision for income taxes
Net income from continuing operations
Net loss from discontinued operations, net of tax benefits
Consolidated net income
Net loss attributable to redeemable noncontrolling interest
Net Income attributable to CarGurus, Inc.
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Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenue
Year Ended December 31,
Change
Amount
(dollars in thousands)
Revenue
Percentage of total revenue
Revenue increased $108.9 million, or 14%, in the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was due primarily to an increase in dealer subscription revenue as a result of growth in QARSD, which was driven by signing on new dealers at market rates, and revenue expansion driven by subscription tier upgrades, broader adoption of add-on products, and like-for-like price increases for existing dealers. The increase was also due in part to an increase in advertising revenue due primarily to increased spend by advertisers related to new and existing campaigns.
Cost of Revenue
Year Ended December 31,
Change
Amount
(dollars in thousands)
Cost of revenue
Percentage of total revenue
Cost of revenue decreased $4.9 million, or 7%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, and represented 7% of total revenue for the year ended December 31, 2025, compared to 9% of total revenue for the year ended December 31, 2024. The decrease was due primarily to a $9.8 million decrease in impairment due to the end of the CG Buy Online pilot during the year ended December 31, 2024. The decrease was offset in part by a $2.7 million increase in data center and hosting costs due to higher overall usage and a $2.0 million increase in spend related to provisioning advertising campaigns on external websites.
Operating Expenses
Sales and Marketing Expense
Year Ended December 31,
Change
Amount
(dollars in thousands)
Sales and marketing
Percentage of total revenue
Sales and marketing expense increased $33.4 million, or 11%, in the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was due primarily to a $24.1 million increase in advertising and marketing expense for our brand awareness campaigns and our performance marketing vendors. The increase was also due in part to a $4.4 million increase in personnel expenses, exclusive of a $3.1 million increase in commissions expense, due to an increase in headcount and merit increases. The increase in commissions expense was due to an increase in revenue. The increase was also due to a $0.8 million increase in software subscription expense, a $0.8 million increase in travel expense, and a $0.6 million increase in indirect tax expense. The increase was offset in part by a $1.1 million decrease in lease-related costs due to the expiration of the leases of office space at 55 Cambridge Parkway and 2 Canal Park.
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Product, Technology, and Development Expense
Year Ended December 31,
Change
Amount
(dollars in thousands)
Product, technology, and development
Percentage of total revenue
Product, technology, and development expense decreased $0.7 million, or 1%, in the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was due primarily to a $3.2 million decrease in expense as a result of increased capitalized website development, a $2.1 million decrease in lease related costs due to the expiration of the leases of office space at 55 Cambridge Parkway and 2 Canal Park, and a $2.1 million decrease in stock-based compensation due to vested and forfeited awards, partially offset by new grants. The decrease was offset in part by a $2.6 million increase in consulting expenses, a $2.5 million increase in personnel expenses, exclusive of stock-based compensation, due primarily to an increase in headcount and change in bonus incentives, and a $1.3 million increase in software subscription expense.
General and Administrative Expense
Year Ended December 31,
Change
Amount
(dollars in thousands)
General and administrative
Percentage of total revenue
General and administrative expense decreased $1.8 million, or 2%, in the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was due primarily to a $7.9 million decrease in stock-based compensation due to vested and forfeited awards, partially offset by new grants, and a $1.3 million decrease in lease-related costs due to the expiration of the leases of office space at 55 Cambridge Parkway and 2 Canal Park. The decrease was offset in part by a $3.9 million increase in professional service expenses, primarily driven by consulting expenses, legal expenses, and tax services, a $2.0 million increase in payment processing and billing expenses, and a $0.9 million increase in indirect tax expense.
Impairment Expense
Year Ended December 31,
Change
Amount
(dollars in thousands)
Impairment
Percentage of total revenue
Impairment expense decreased $11.3 million in the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was due primarily to a $7.0 million impairment related to the end of the CG Buy Online pilot and a $4.7 million impairment related to the Addison, Texas leases during the year ended December 31, 2024.
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Depreciation and Amortization Expense
Year Ended December 31,
Change
Amount
(dollars in thousands)
Depreciation and amortization
Percentage of total revenue
Depreciation and amortization expense increased $6.9 million, or 75%, in the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was due primarily to assets placed into service in 2024 associated with the 1001 Boylston Street lease.
Other Income, net
Year Ended December 31,
Change
Amount
(dollars in thousands)
Other income, net
Interest income
Other expense, net
Total other income, net
Percentage of total revenue
Interest income
Other expense, net
Total other income, net
Total other income, net decreased $2.9 million, or 25%, in the year ended December 31, 2025, compared to the year ended December 31, 2024. The $3.0 million decrease in interest income was due primarily to lower interest rates and lower average cash and short-term investment balances year over year. For the years ended December 31, 2025 and 2024, other expense, net was immaterial.
Provision for Income Taxes
Year Ended December 31,
Change
Amount
(dollars in thousands)
Provision for income taxes
Percentage of total revenue
Provision for income taxes increased $16.4 million, or 41%, in the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in the provision for income taxes recognized during the year ended December 31, 2025, was due primarily to increased profitability, partially offset by an increase in windfall tax benefits on share-based compensation and a reduction in state taxes due to Massachusetts adopting a single-sales factor for apportioning taxable income.
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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue
Year Ended
December 31,
Change
Amount
(dollars in thousands)
Revenue
Percentage of total revenue
Revenue increased $99.6 million, or 14%, in the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was due primarily to an increase in dealer subscription revenue as a result of growth in QARSD, which was driven by signing on new dealers at market rates, and revenue expansion through product adoption or subscription tier upgrades and price increases for existing dealers. The increase was also due in part to an increase in advertising revenue due primarily to increased spend by advertisers related to new and existing campaigns.
Cost of Revenue
Year Ended
December 31,
Change
Amount
(dollars in thousands)
Cost of revenue
Percentage of total revenue
Cost of revenue increased $8.5 million, or 14%, in the year ended December 31, 2024, compared to the year ended December 31, 2023, and represented 9% of total revenue for the years ended December 31, 2024 and 2023. The increase was due primarily to a $9.8 million increase in impairment of capitalized website development costs due to the end of the CG Buy Online pilot and a $2.2 million increase in amortization expense related to the CG Buy Online pilot. The increase was offset in part by a $4.4 million decrease in spend related to provisioning advertising campaigns on external websites.
Operating Expenses
Sales and Marketing Expense
Year Ended
December 31,
Change
Amount
(dollars in thousands)
Sales and marketing
Percentage of total revenue
Sales and marketing expense increased $29.6 million, or 11%, in the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was due primarily to an $18.7 million increase in advertising and marketing expense for strategic advertising spend with our performance marketing vendors to maintain year-over-year lead volume and grow with the market as well as our brand awareness campaigns. The increase was also due in part to a $3.2 million increase in personnel expenses, exclusive of a $5.9 million increase in commissions expense, due primarily to an increase in headcount and merit increases. The increase in commissions expense was due to lower levels of capitalization as well as an increase in amortization. The increase was also due to a $1.6 million increase in software subscription expense.
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Product, Technology, and Development Expense
Year Ended
December 31,
Change
Amount
(dollars in thousands)
Product, technology, and development
Percentage of total revenue
Product, technology, and development expense increased $2.3 million, or 2%, in the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was due primarily to a $4.3 million increase in personnel expenses due primarily to merit increases and bonus incentives. The increase was offset in part by a $2.1 million decrease in expense as a result of increased capitalized website development.
General and Administrative Expense
Year Ended
December 31,
Change
Amount
(dollars in thousands)
General and administrative
Percentage of total revenue
General and administrative expense increased $8.3 million, or 9%, in the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was due primarily to a $4.9 million increase in personnel expenses, exclusive of a $2.3 million increase in stock-based compensation, due primarily to an increase in headcount, merit increases, and bonus incentives. The increase in stock-based compensation was due to new awards granted to employees, offset in part by vested and forfeited awards. The increase was also due in part to a $1.5 million increase in payment processing and billing expense driven by increased revenue and a $1.4 million increase in indirect tax expense. The increase was offset in part by a $2.2 million decrease in legal expense.
Impairment Expense
Year Ended December 31,
Change
Amount
(dollars in thousands)
Impairment
Percentage of total revenue
Not meaningful
Impairment expense increased $11.8 million in the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was due primarily to a $7.0 million impairment related to the end of the CG Buy Online pilot and a $4.7 million impairment related to the Addison, Texas leases.
Depreciation and Amortization Expense
Year Ended
December 31,
Change
Amount
(dollars in thousands)
Depreciation and amortization
Percentage of total revenue
Depreciation and amortization expense increased $2.4 million, or 35%, in the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was due primarily to assets placed into service in 2024 associated with the 1001 Boylston Street lease.
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Other Income, net
Year Ended
December 31,
Change
Amount
(dollars in thousands)
Other income, net
Interest income
Other (expense) income, net
Total other income, net
Percentage of total revenue
Interest income
Other (expense) income, net
Total other income, net
Not meaningful
Total other income, net decreased $7.6 million, or 40%, in the year ended December 31, 2024, compared to the year ended December 31, 2023. The $6.2 million decrease in interest income was due primarily to lower interest rates and lower average cash and short-term investment balances year over year. The change in other (expense) income, net was due primarily to moving from a foreign currency gain position in the prior year to a foreign currency loss position as of December 31, 2024, as a result of the foreign currencies weakening against the U.S. dollar.
Provision for Income Taxes
Year Ended
December 31,
Change
Amount
(dollars in thousands)
Provision for income taxes
Percentage of total revenue
Provision for income taxes decreased $7.0 million, or 15%, in the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease in the provision for income taxes recognized during the year ended December 31, 2024, was due primarily to additional tax expense recorded in 2023 relating to a $6.9 million deferred state tax expense in association with the Massachusetts apportionment tax rule change partially offset by an increase in profitability in 2024.
Liquidity and Capital Resources
Cash, Cash Equivalents, Short-term Investments, and Borrowing Capacity
As of December 31, 2025 and 2024, our principal sources of liquidity were cash and cash equivalents of $190.5 million and $304.2 million, respectively. As of December 31, 2025 and 2024, our borrowing capacity under the 2022 Revolver was $390.6 million and $390.1 million, respectively.
Sources and Uses of Cash
The cash flows related to discontinued operations have not been separated. Accordingly, the consolidated statements of cash flows and the following discussions include the results of continuing and discontinued operations. For additional information on discontinued operations , including significant non-cash items and capital expenditures of discontinued operations, refer to Note 3 to our consolidated financial statements included elsewhere in this Annual Report.
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During the years ended December 31, 2025, 2024, and 2023, our cash flows from operating, investing, and financing activities, as reflected in the consolidated statements of cash flows, were as follows:
Year Ended December 31,
(dollars in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Impact of foreign currency on cash
Net (decrease) increase in cash, cash equivalents, and restricted cash
Our operations have been financed primarily from operating activities. During the years ended December 31, 2025, 2024, and 2023, we generated cash from operating activities of $295.3 million, $255.5 million, and $124.5 million, respectively.
On September 26, 2022, we entered into a Credit Agreement with PNC Bank, National Association, as administrative agent and collateral agent and an L/C Issuer (as defined in the Credit Agreement), and the other lenders, L/C Issuers, and parties thereto from time to time, or the Credit Agreement. The Credit Agreement consists of a revolving credit facility, or the 2022 Revolver, which allows us to borrow up to $400.0 million, $50.0 million of which may be comprised of a letter of credit sub-facility, or 2022 Revolver Sub-facility. The borrowing capacity under the Credit Agreement may be increased in accordance with the terms and subject to the adjustments as set forth in the Credit Agreement. Specifically, the borrowing capacity may be increased by an amount up to the greater of $250.0 million or 100% of Four Quarter Consolidated EBITDA (as defined in the Credit Agreement) if certain criteria are met and subject to certain restrictions. Any such increase requires lender approval. Proceeds of any borrowings may be used for general corporate purposes. The 2022 Revolver is scheduled to mature on September 26, 2027. As of December 31, 2025, there were no borrowings and $9.4 million in letters of credit outstanding under the 2022 Revolver Sub-facility associated with our leases, which reduced the borrowing capacity under the 2022 Revolver to $390.6 million. As of December 31, 2024, there were no borrowings and $9.9 million in letters of credit outstanding under the 2022 Revolver Sub-facility associated with our leases, which reduced the borrowing capacity under the 2022 Revolver to $390.1 million.
We believe that our existing sources of liquidity, including access to the 2022 Revolver, will be sufficient to fund our operations for at least the next 12 months from the date of the filing of this Annual Report. Our future capital requirements will depend on many factors, including our revenue; expenses associated with our sales and marketing activities and the support of our product, technology, and development efforts; activity under the 2026 Share Repurchase Program; and our investments in international markets. Cash from operations could also be affected by various risks and uncertainties, including but not limited to macroeconomic effects and other risks detailed more specifically in the “Risk Factors” section of this Annual Report.
In December 2022 we announced that our Board of Directors authorized a program to purchase up to $250.0 million of our Class A common stock, which expired on December 31, 2023, or the 2022 Share Repurchase Program. During the year ended December 31, 2022, we repurchased and retired 1,350,473 shares for $18.7 million, exclusive of commissions and excise tax, at an average cost of $13.84 per share under the 2022 Share Repurchase Program. During the year ended December 31, 2023, we repurchased and retired 11,076,755 shares for $204.1 million, exclusive of commissions and excise tax, at an average cost of $18.43 per share under the 2022 Share Repurchase Program.
In November 2023 we announced that our Board of Directors authorized a program to purchase up to $250.0 million of our Class A common stock, which expired on December 31, 2024, or the 2024 Share Repurchase Program. During the year ended December 31, 2024, we repurchased and retired 6,357,302 shares for $146.1 million, exclusive of commissions and excise tax, at an average cost of $22.98 per share under the 2024 Share Repurchase Program.
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In November 2024 we announced that our Board of Directors authorized the Original 2025 Share Repurchase Program pursuant to which we could purchase up to $200.0 million of our Class A common stock. In August 2025 we announced that our Board of Directors amended the Original 2025 Share Repurchase Program to increase the authorization by an additional $150.0 million, for a total authorization to purchase up to $350.0 million of our Class A common stock, and extended the expiration of the Original 2025 Share Repurchase Program from December 31, 2025 to July 31, 2026, or as amended, the 2025 Share Repurchase Program. The 2025 Share Repurchase Program was completed in November 2025. All repurchased shares under the 2025 Share Repurchase Program were retired. We funded share repurchases under the 2025 Share Repurchase Program through cash on hand and cash generated from operations. During the year ended December 31, 2025, we repurchased and retired 10,723,839 shares of our Class A common stock for $350.0 million, exclusive of commissions and excise tax, at an average cost of $32.65 per share under the 2025 Share Repurchase Program.
In February 2026 we announced that our Board of Directors authorized the 2026 Share Repurchase Program pursuant to which we may purchase up to $250.0 million of our Class A common stock. Share repurchases under the 2026 Share Repurchase Program may be made through a variety of methods, including but not limited to open market purchases, privately negotiated transactions, and transactions that may be effected pursuant to one or more plans under Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act. The 2026 Share Repurchase Program does not obligate us to repurchase any minimum dollar amount or number of shares. The 2026 Share Repurchase Program has an expiration date of December 31, 2026, and prior to its expiration may be modified, suspended, or discontinued by our Board of Directors at any time without prior notice. All repurchased shares under the 2026 Share Repurchase Program will be retired. We expect to fund share repurchases under the 2026 Share Repurchase Program through cash on hand and cash generated from operations.
To the extent that our operating income, existing cash, cash equivalents, and our borrowing capacity under the 2022 Revolver are insufficient to fund our future activities, we may need to raise additional funds through a public or private equity or debt financing. Additional funds may not be available on terms favorable to us, or at all. See “Risk Factors—Risks Related to Our Operations—We may require additional capital to pursue our business objectives and respond to business opportunities, challenges, or unforeseen circumstances. If we are unable to generate sufficient cash flows or if capital is not available to us, our business, operating results, financial condition, and prospects could be adversely affected.” in Part I, Item 1A within this Annual Report.
Operating Activities
Net cash provided by operating activities of $295.3 million during the year ended December 31, 2025, was due primarily to consolidated net income of $155.9 million, adjusted for $50.4 million of stock-based compensation expense, $32.6 million of impairment primarily related to CarOffer, $28.3 million of depreciation and amortization expense, and $25.9 million of deferred taxes. Net cash provided by operating activities was also attributable to a $19.2 million increase in deferred contract costs due to commissions capitalization.
Net cash provided by operating activities of $255.5 million during the year ended December 31, 2024, was due primarily to consolidated net income of $21.0 million, adjusted for $144.4 million of impairment related to CarOffer and the end of the CG Buy Online pilot, $62.3 million of stock-based compensation expense, and $25.4 million of depreciation and amortization expense, offset in part by $33.3 million of deferred taxes. Net cash provided by operating activities was also attributable to a $41.8 million increase in lease obligations primarily related to tenant improvement allowance costs incurred, interest accretion increasing lease liabilities, and amortization reducing the right-of-use asset related to 1001 Boylston Street, partially offset by typical lease payments decreasing the lease liability.
Net cash provided by operating activities of $124.5 million during the year ended December 31, 2023, was due primarily to consolidated net income of $22.1 million, adjusted for $63.7 million of stock-based compensation expense, $48.5 million of depreciation and amortization, $11.8 million of amortization of deferred contract costs, and $0.5 million of amortization of deferred financing costs, offset in part by $37.9 million of deferred taxes. Net cash provided by operating activities was also attributable to a $15.2 million increase in lease obligations, an $11.0 million decrease in accounts receivable, a $9.1 million increase in deferred revenue, a $2.1 million increase in accounts payable, and a $2.0 million decrease in inventory. The increases in cash flow from operations were partially offset by an $18.4 million increase in deferred contract costs, a $3.4 million decrease in accrued expenses, accrued income taxes, and other liabilities, and a $1.5 million increase in prepaid expenses, prepaid income taxes, and other assets.
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Investing Activities
Net cash used in investing activities of $29.3 million during the year ended December 31, 2025, was due to $22.9 million in capitalized website development costs due to continued investment in our product offerings and $6.4 million in purchases of property and equipment primarily related to capitalized internal-use software and purchases of property and equipment for our new headquarters at 1001 Boylston Street.
Net cash used in investing activities of $73.0 million during the year ended December 31, 2024, was due primarily to $75.2 million in purchases of property and equipment primarily related to our new headquarters at 1001 Boylston Street and $18.8 million in capitalized website development costs due to continued investment on our product offerings, offset in part by $21.2 million in sales of short-term investments.
Net cash used in investing activities of $61.6 million during the year ended December 31, 2023, was due primarily to $24.6 million in purchases of property and equipment, $20.6 million of purchases of short-term investments, net of sales, and $16.6 million of capitalized website development costs.
Financing Activities
Net cash used in financing activities of $383.8 million during the year ended December 31, 2025, was due primarily to $351.9 million in repurchases of our Class A common stock acquired primarily under the 2025 Share Repurchase Program, and $30.4 million in payments of withholding taxes on net share settlements of restricted stock units.
Net cash used in financing activities of $168.6 million during the year ended December 31, 2024, was due primarily to $146.2 million related to the repurchase of our Class A common stock under the 2024 Share Repurchase Program, $24.9 million related to the payment of withholding taxes on net share settlements of restricted stock units, and $1.6 million for the payment of excise taxes on repurchases of Class A common stock, offset in part by $4.9 million related to the proceeds from issuance of Class A common stock upon exercise of stock options.
Net cash used in financing activities of $253.6 million during the year ended December 31, 2023, was due primarily to $208.5 million related to the repurchase of our Class A common stock under the 2022 Share Repurchase Program, $25.0 million of payment for repurchase of redeemable noncontrolling interest, $15.6 million related to the payment of withholding taxes on net share settlements of restricted stock units, and $4.5 million of change in gross advance payments received from third-party transaction processor.
Contractual Obligations and Known Future Cash Requirements
For our contractual obligations and commitments, refer to Note 10 to our consolidated financial statements included elsewhere in this Annual Report.
Seasonality
Across the retail automotive industry, consumer activity tends to be highest in the spring and summer months, aligning with tax refund season and increased discretionary spending, as well as the rollout of new vehicle models. This seasonality in vehicle purchasing behavior can influence dealer advertising budgets and inventory levels, which, in turn, could impact demand for our products and services.
Historically, our operating results have been more influenced by macroeconomic conditions that impact the volume of vehicle sales, such as slower growth or recession, higher interest rates, unemployment, inflation, consumer confidence in the economy, consumer debt levels, labor disruptions, work stoppages, or strikes, geopolitical conflicts, foreign currency exchange rate fluctuations, and other matters that influence consumer spending and preferences, than by consistent seasonal patterns.
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To date, our operating results have not been materially impacted by the general seasonality of the automotive industry. However, as our platform and offerings continue to scale, including our growing suite of software and data products for consumers and dealers, we may become more susceptible to seasonal trends that affect vehicle transactions, consumer engagement, or dealer marketing behavior.
Accordingly, revenue and cost of revenue related to volume will fluctuate on a quarterly basis. Typical seasonality trends may not be observed in periods where other external factors, such as changes in international trade policies, tariffs, higher interest rates, and other macroeconomic issues, more significantly impact the industry.
Off‑Balance Sheet Arrangements
As of December 31, 2025 and 2024, we did not have any off-balance sheet arrangements, or material leases that are less than 12 months in duration, that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Critical Accounting Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period.
Although we regularly assess these estimates, actual results could differ materially from these estimates. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Changes in estimates are recognized in the period in which they become known.
Critical estimates relied upon in preparing the consolidated financial statements include the determination of variable consideration in our revenue recognition and the capitalization and useful lives of product, technology, and development costs for website development, internal-use software, and hosting arrangements. Accordingly, we consider these to be our critical accounting estimates and believe that of our significant accounting policies, these involve the greatest degree of judgment and complexity.
Revenue Recognition – Variable Consideration
Total consideration for subscription revenue is stated within the contracts. At the portfolio level, there is also variable consideration that needs to be included in the transaction price. There are no contractual cash refund rights, but credits may be issued to a customer at our sole discretion.
Advertising contracts state the transaction price within the agreement with payment generally being based on the number of clicks or impressions delivered on our websites. Total consideration is based on output and deemed variable consideration constrained by an agreed upon delivery schedule and is allocated to the period in which the service was rendered. Additionally, there are generally no contractual cash refund rights. Certain contracts do contain the right for credits in situations in which impressions are not displayed in compliance with contractual specifications. At an individual contract level, we may give a credit for a customer satisfaction issue or other circumstance. Due to the known possibility of future credits, a monthly review is performed to defer revenue at an individual contract level for such future adjustments in the period of incurrence.
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Other revenue includes revenue from contracts for which the performance obligation is a series of distinct services with the same level of effort daily. For these contracts, primarily related to our partnerships with financing services companies, we estimate the value of the variable consideration in determining the transaction price and allocate it to the performance obligation. Revenue is estimated and recognized on a ratable basis over the contractual term. We reassess the estimate of variable consideration at each reporting period.
Website Development and Internal-Use Software Costs – Capitalization and Useful Lives
We determine the amount of website development and internal-use software costs to be capitalized based on the amount of time spent by our developers on projects in the operating stage of development. There is judgment involved in estimating the time allocated to a particular project in the operating stage. A significant change in the time spent on each project could have a material impact on the amount capitalized and related amortization expense in subsequent periods.
Capitalized website development and capitalized internal-use software costs are amortized on a straight‑line basis over their estimated useful life of three years beginning with the time when the product is ready for its intended use. We evaluate the useful lives of these assets when each asset is ready for its intended use, and at least annually thereafter to ensure three years remains appropriate.
We also test for impairment at least annually and whenever events or changes in circumstances occur that could impact the recoverability of these assets. To test for impairment, recoverability of these assets is first measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is determined to not be recoverable, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset.
Hosting Arrangements – Capitalization and Useful Lives
Our hosting arrangements consist of cloud-based hosting platforms. We determine the amount of hosting costs to be capitalized based on the amount of time spent by our developers on projects in the operating stage of development. There is judgment involved in estimating the time allocated to a particular project in the operating stage. A significant change in the time spent on each project could have a material impact on the amount capitalized and related amortization expense in subsequent periods.
Capitalized implementation costs for hosting arrangements are amortized on a straight‑line basis over an estimated useful life of the term of the hosting arrangement, taking into consideration several other factors such as, but not limited to, options to extend the hosting arrangement or options to terminate the hosting arrangement, beginning with the time when the software is ready for intended use. We evaluate the useful lives of these assets when each asset is ready for its intended use, and at least annually thereafter to ensure the selected useful life remains appropriate.
We also test for impairment at least annually and whenever events or changes in circumstances occur that could impact the recoverability of these assets. To test for impairment, recoverability of these assets is first measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is determined to not be recoverable, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset.
Recently Issued Accounting Pronouncements
Information concerning recently issued accounting pronouncements can be found in Note 2 to our consolidated financial statements included elsewhere in this Annual Report.
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