Cars.com (CARS) 10-Q 5 Aug 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Jul. 29, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Trading Symbol	CARS
Document Fiscal Period Focus	Q2
Entity Registrant Name	Cars.com Inc.
Entity Central Index Key	0001683606
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-37869
Entity Tax Identification Number	81-3693660
Entity Address, Address Line One	300 S. Riverside Plaza
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	601-5000
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock
Security Exchange Name	NYSE
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock Shares Outstanding		68,964,591

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 52,185	$ 67,719
Accounts receivable, net	100,491	93,649
Prepaid expenses	8,303	6,491
Other current assets	1,298	10,222
Total current assets	162,277	178,081
Property and equipment, net	46,450	41,323
Intangible assets, net	792,168	835,166
Investments and other assets, net	19,989	21,142
Total assets	1,020,884	1,075,712
Current liabilities:
Accounts payable	25,394	16,512
Accrued compensation	13,926	18,319
Current portion of long-term debt	7,727	7,756
Other accrued liabilities	48,925	47,781
Total current liabilities	95,972	90,368
Noncurrent liabilities:
Long-term debt	502,357	576,143
Deferred tax liability	30,792	30,800
Other noncurrent liabilities	34,321	38,225
Total noncurrent liabilities	567,470	645,168
Total liabilities	663,442	735,536
Commitments and contingencies
Stockholders' equity:
Preferred Stock at par, $0.01 par value; 5,000 shares authorized; no shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	0	0
Common Stock at par, $0.01 par value; 300,000 shares authorized; 68,964 and 67,387 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	690	674
Additional paid-in capital	1,534,098	1,530,493
Accumulated deficit	(1,172,943)	(1,184,187)
Accumulated other comprehensive loss	(4,403)	(6,804)
Total stockholders' equity	357,442	340,176
Total liabilities and stockholders' equity	$ 1,020,884	$ 1,075,712

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Jun. 30, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000	300,000
Common stock, shares issued	68,964	67,387
Common stock, shares outstanding	68,964	67,387

Consolidated Statements of Inco

Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue:
Total revenue	$ 155,530	$ 102,009	$ 308,825	$ 250,103
Operating expenses:
Cost of revenue and operations	28,219	22,912	56,050	48,942
Product and technology	19,434	12,031	36,194	26,904
Marketing and sales	51,309	32,036	104,520	86,958
General and administrative	15,615	16,460	28,881	30,577
Affiliate revenue share	0	4,601	0	10,970
Depreciation and amortization	25,298	31,193	50,978	62,154
Goodwill and intangible asset impairment	0	0	0	905,885
Total operating expenses	139,875	119,233	276,623	1,172,390
Operating income (loss)	15,655	(17,224)	32,202	(922,287)
Nonoperating expense:
Interest expense, net	(9,839)	(7,924)	(19,840)	(15,450)
Other (expense) income, net	(39)	557	(1)	(8,944)
Total nonoperating expense, net	(9,878)	(7,367)	(19,841)	(24,394)
Income (loss) before income taxes	5,777	(24,591)	12,361	(946,681)
Income tax (benefit) expense	(189)	53	1,117	(134,603)
Net income (loss)	$ 5,966	$ (24,644)	$ 11,244	$ (812,078)
Weighted-average common shares outstanding:
Basic	68,869	67,256	68,328	67,095
Diluted	70,694	67,256	70,790	67,095
Earnings (loss) per share:
Basic	$ 0.09	$ (0.37)	$ 0.16	$ (12.10)
Diluted	$ 0.08	$ (0.37)	$ 0.16	$ (12.10)
Dealer
Revenue:
Total revenue	$ 136,866	$ 83,242	$ 269,824	$ 208,603
OEM and National
Revenue:
Total revenue	16,329	16,021	34,398	35,414
Other
Revenue:
Total revenue	$ 2,335	$ 2,746	$ 4,603	$ 6,086

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss)	$ 5,966	$ (24,644)	$ 11,244	$ (812,078)
Other comprehensive income (loss), net of tax:
Interest rate swap	0	(345)	0	6,466
Reclassification of amortization of accumulated other comprehensive loss on interest rate swap into Net income (loss)	1,201	(300)	2,401	(300)
Total other comprehensive income (loss)	1,201	(645)	2,401	6,166
Comprehensive income (loss)	$ 7,167	$ (25,289)	$ 13,645	$ (805,912)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	(Accumulated Deficit) Retained Earnings	Accumulated Other Comprehensive Loss
Balance at Dec. 31, 2019	$ 1,141,068	$ 0	$ 668	$ 1,515,109	$ (367,067)	$ (7,642)
Balance, Shares at Dec. 31, 2019		0	66,764
Net income (loss)	(787,434)				(787,434)
Other comprehensive income (loss), net of tax	(6,811)					(6,811)
Shares issued in connection with stock-based compensation plans, net	(904)		$ 2	(906)
Shares issued in connection with stock-based compensation plans, net, Shares			197
Stock-based compensation	1,971			1,971
Balance at Mar. 31, 2020	347,890	$ 0	$ 670	1,516,174	(1,154,501)	(14,453)
Balance, Shares at Mar. 31, 2020		0	66,961
Balance at Dec. 31, 2019	1,141,068	$ 0	$ 668	1,515,109	(367,067)	(7,642)
Balance, Shares at Dec. 31, 2019		0	66,764
Net income (loss)	(812,078)
Balance at Jun. 30, 2020	328,781	$ 0	$ 672	1,521,062	(1,179,145)	(13,808)
Balance, Shares at Jun. 30, 2020		0	67,200
Balance at Mar. 31, 2020	347,890	$ 0	$ 670	1,516,174	(1,154,501)	(14,453)
Balance, Shares at Mar. 31, 2020		0	66,961
Net income (loss)	(24,644)				(24,644)
Other comprehensive income (loss), net of tax	645					645
Shares issued in connection with stock-based compensation plans, net	595		$ 2	593	0	0
Shares issued in connection with stock-based compensation plans, net, Shares			239
Stock-based compensation	4,295			4,295	0	0
Balance at Jun. 30, 2020	328,781	$ 0	$ 672	1,521,062	(1,179,145)	(13,808)
Balance, Shares at Jun. 30, 2020		0	67,200
Balance at Dec. 31, 2020	340,176	$ 0	$ 674	1,530,493	(1,184,187)	(6,804)
Balance, Shares at Dec. 31, 2020		0	67,387
Net income (loss)	5,278				5,278
Other comprehensive income (loss), net of tax	1,200					1,200
Shares issued in connection with stock-based compensation plans, net	(5,630)		$ 11	(5,641)
Shares issued in connection with stock-based compensation plans, net, Shares			1,144
Stock-based compensation	4,978			4,978
Balance at Mar. 31, 2021	346,002	$ 0	$ 685	1,529,830	(1,178,909)	(5,604)
Balance, Shares at Mar. 31, 2021		0	68,531
Balance at Dec. 31, 2020	340,176	$ 0	$ 674	1,530,493	(1,184,187)	(6,804)
Balance, Shares at Dec. 31, 2020		0	67,387
Net income (loss)	11,244
Balance at Jun. 30, 2021	357,442	$ 0	$ 690	1,534,098	(1,172,943)	(4,403)
Balance, Shares at Jun. 30, 2021		0	68,964
Balance at Mar. 31, 2021	346,002	$ 0	$ 685	1,529,830	(1,178,909)	(5,604)
Balance, Shares at Mar. 31, 2021		0	68,531
Net income (loss)	5,966				5,966
Other comprehensive income (loss), net of tax	1,201					1,201
Shares issued in connection with stock-based compensation plans, net	(1,419)		$ 5	(1,424)
Shares issued in connection with stock-based compensation plans, net, Shares			433
Stock-based compensation	5,692			5,692
Balance at Jun. 30, 2021	$ 357,442	$ 0	$ 690	$ 1,534,098	$ (1,172,943)	$ (4,403)
Balance, Shares at Jun. 30, 2021		0	68,964

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net income (loss)	$ 11,244	$ (812,078)
Adjustments to reconcile Net income (loss) to Net cash provided by operating activities:
Depreciation	7,980	11,599
Amortization of intangible assets	42,998	50,555
Goodwill and intangible asset impairment	0	905,885
Impairment of non-marketable security	0	9,447
Unrealized gain on interest rate swap	0	(558)
Amortization of accumulated other comprehensive loss on interest rate swap	2,835	300
Stock-based compensation	10,670	6,266
Deferred income taxes	(442)	(133,064)
Provision for doubtful accounts	211	2,846
Amortization of debt issuance costs	1,657	1,377
Other, net	(44)	142
Changes in operating assets and liabilities:
Accounts receivable	(7,053)	24,363
Prepaid expenses	(1,812)	(540)
Other current assets	8,951	(2,368)
Other assets	690	589
Accounts payable	8,888	1,973
Accrued compensation	(4,393)	(5,942)
Other accrued liabilities	1,143	(933)
Other noncurrent liabilities	(3,904)	(2,230)
Net cash provided by operating activities	79,619	57,629
Cash flows from investing activities:
Purchase of property and equipment	(13,095)	(8,725)
Net cash used in investing activities	(13,095)	(8,725)
Cash flows from financing activities:
Proceeds from revolving loan borrowings	0	165,000
Payments of long-term debt	(75,000)	(166,875)
Stock-based compensation plans, net	(7,049)	(309)
Payments of debt issuance costs and other fees	(9)	(3,324)
Net cash used in financing activities	(82,058)	(5,508)
Net (decrease) increase in cash and cash equivalents	(15,534)	43,396
Cash and cash equivalents at beginning of period	67,719	13,549
Cash and cash equivalents at end of period	52,185	56,945
Supplemental cash flow information:
Cash (received) paid for income taxes	(8,875)	318
Cash paid for interest and interest rate swap	$ 19,634	$ 13,889

Description of Business, Compan

Description of Business, Company History and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Description of Business, Company History and Summary of Significant Accounting Policies	NOTE 1. Description of Business, Company History and Summary of Significant Accounting Policies Description of Business. Cars.com Inc. (the “Company” or “CARS”) is a leading digital marketplace and solutions provider for the automotive industry, connecting car shoppers with sellers. Through the marketplace, dealer websites and other digital products, the Company showcases dealer inventory, elevates and amplifies dealers’ and automotive manufacturers’ (“OEMs”) brands, connects sellers with the Company’s ready-to-buy audience and empowers shoppers with the resources and information needed to make confident car buying decisions. The Company’s digital solutions strategy builds on the rich data and audience of its digital marketplace to offer media and solutions that drive growth and efficiency for the automotive industry. The Company’s portfolio of brands includes Cars.com, Dealer Inspire, FUEL, DealerRater, Auto.com, PickupTrucks.com and NewCars.com. Basis of Presentation . These accompanying unaudited interim Consolidated Financial Statements (“Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2020, which are included in the Company's Annual Report on Form 10-K dated February 25, 2021 (the “December 31, 2020 Financial Statements”). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2020 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021. Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Reclassifications . Certain prior year balances have been reclassified to conform to the current year presentation. In addition, effective January 1, 2021, the Company renamed its revenue categories as follows: "Direct" revenue is now "Dealer" revenue and "National advertising" revenue is now "OEM and National" revenue. This naming convention change has no impact on the components or the historical amounts of the respective revenue categories. Dealer revenue consists of marketplace and digital solutions sold to dealer customers. OEM and National revenue consists of display advertising and other solutions sold to OEMs, advertising agencies, automotive dealer associations and auto adjacent businesses. Principles of Consolidation . The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100 % owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

Revenue

Revenue	6 Months Ended
	Jun. 30, 2021
Revenue From Contract With Customer [Abstract]
Revenue	NOTE 2. Revenue Revenue Summary . In the table below (in thousands), revenue is disaggregated by major products and services. The Company only has one reportable segment; therefore, further disaggregation is not applicable at this time. Three Months Ended June 30, Six Months Ended June 30, Major products and services 2021 2020 2021 2020 Subscription advertising and digital solutions $ 128,733 $ 79,449 $ 254,179 $ 196,712 Display advertising 21,322 16,558 43,279 39,917 Pay per lead 3,280 4,769 7,040 10,512 Other 2,195 1,233 4,327 2,962 Total revenue $ 155,530 $ 102,009 $ 308,825 $ 250,103

Goodwill and Indefinite-lived I

Goodwill and Indefinite-lived Intangible Asset	6 Months Ended
	Jun. 30, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill and Indefinite-lived Intangible Asset	NOTE 3. Goodwill and Indefinite-lived Intangible Asset In March 2020, the Company determined there was a triggering event, caused by the economic impacts of the novel coronavirus disease 2019 pandemic and related restrictions (“COVID-19”). The Company performed interim quantitative impairment tests as of March 31, 2020. The results of the goodwill and indefinite-lived intangible asset impairment tests indicated at the time, due to the projected impacts of COVID-19, that the carrying values exceeded the estimated fair values and thus, the Company recorded an impairment of $ 505.9 million and $ 400.0 million related to its goodwill and indefinite-lived intangible asset, respectively.

Debt

Debt	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Debt	NOTE 4. Debt As of June 30, 2021, the Company was in compliance with the covenants under its debt agreements. Term Loan. As of June 30, 2021, the outstanding principal amount under the Term Loan was $ 122.5 million and the interest rate in effect was 2.5 %, not including the impact of the interest rate swap. During the six months ended June 30, 2021, the Company made $ 75.0 million in Term Loan payments, of which $ 70.0 million were voluntary. Revolving Loan. As of June 30, 2021, $ 230.0 million was available to borrow under the Revolving Loan. The Company had zero drawdowns on the Revolving Loan during the six months ended June 30, 2021. Senior Unsecured Notes. In October 2020, the Company issued $ 400.0 million aggregate principal amount of 6.375% senior unsecured notes due 2028. Interest on the notes is due semi-annually on May 1 and November 1. Fair Value. The Company's debt is classified as Level 2 in the fair value hierarchy and the fair value is measured based on comparable trading prices, ratings, sectors, coupons and maturities of similar instruments. As of June 30, 2021, the fair value of the outstanding indebtedness was approximately $ 546.9 million, compared to the carrying value of $ 522.5 million. As of December 31, 2020, the fair value approximated the carrying value.

Interest Rate Swap

Interest Rate Swap	6 Months Ended
	Jun. 30, 2021
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Interest Rate Swap	NOTE 5. Interest Rate Swap The interest rate on borrowings under the Company’s Term Loan is floating and, therefore, subject to fluctuations. In order to manage the risk associated with changes in interest rates on its borrowing under the Term Loan, the Company entered into an interest rate swap (the “Swap”) effective December 31, 2018. Under the terms of the Swap, the Company is locked into a fixed rate of interest of 2.96 % plus an applicable margin, as defined in the Company’s Credit Agreement, on a notional amount of $ 300 million. The Swap was initially designated as a cash flow hedge of interest rate risk. During the second quarter of 2020, the Company entered into the second amendment to the Credit Agreement, which triggered a quantitative hedge effectiveness test that resulted in the loss of hedge accounting. As a result, as of the date of the second amendment, the unrealized loss included within Accumulated other comprehensive loss was frozen and is now being ratably reclassified into Net income (loss) over the remaining life of the Swap through Interest expense, net and Income tax (benefit) expense within the Consolidated Statements of Income (Loss). Subsequent to the second amendment, any changes in the fair value of the Swap are recorded within Other (expense) income, net on the Consolidated Statements of Income (Loss). During the fourth quarter of 2020, the Company entered into the third amendment to the Credit Agreement, which triggered a partial debt extinguishment, including a partial extinguishment of the underlying Term Loan. Due to the reduction in the Term Loan as compared to the notional amount of the Swap, the Company wrote-off a proportional amount of the frozen Accumulated other comprehensive loss balance as of the date of the partial extinguishment proportional to the reduction in the underlying notional amount of Term Loan. The Company will continue to amortize the remaining Accumulated other comprehensive loss to Interest expense, net and Income tax (benefit) expense within the Consolidated Statements of Income (Loss) through the remainder of the term of the Swap. Any changes in the fair value of the Swap will continue to be recorded within Other (expense) income, net on the Consolidated Statements of Income (Loss). As of June 30, 2021, the fair value of the Swap was an unrealized loss of $ 7.9 million, which is recorded in Other accrued liabilities on the Consolidated Balance Sheets. As of December 31, 2020, the fair value of the Swap was an unrealized loss of $ 12.1 million, of which $ 8.5 million and $ 3.6 million is recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the six months ended June 30, 2021 and 2020, $ 2.8 million and $ 0.3 million was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net, respectively. During the six months ended June 30, 2021, the Company made payments of $ 4.3 million related to the Swap and $ 0.4 million was reclassified as a tax benefit from Accumulated other comprehensive loss into Income tax (benefit) expense on the Consolidated Statements of Income (Loss).

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. Commitments and Contingencies The Company and its subsidiaries are parties from time to time in legal and administrative proceedings involving matters incidental to its business. These matters, whether pending, threatened or unasserted, if decided adversely to the Company or settled, may result in liabilities material to its financial position, results of operations or cash flows. The Company records a liability when it believes that it is both probable that a loss will be incurred and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. Significant judgment is required to determine both the probability and the estimated amount.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-Based Compensation	NOTE 7. Stock-Based Compensation Restricted Stock Units (“RSUs”) and Restricted Stock. RSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. RSUs are subject to graded vesting, generally ranging between one and four years and the fair value of the RSUs is equal to the Company's common stock price on the date of grant. Restricted Stock represents RSUs that have been delivered to certain non-employee directors who have elected to receive shares underlying RSUs before they vest. Restricted Stock is subject to graded vesting over one year and the fair value of the Restricted Stock is equal to the Company’s common stock price on the date of grant. RSU and Restricted Stock activity for the six months ended June 30, 2021 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2020 4,061 $ 8.31 Granted 1,554 15.02 Vested and delivered ( 1,493 ) 8.36 Forfeited ( 201 ) 9.13 Outstanding as of June 30, 2021 (1) 3,921 10.91 (1) Included in “Outstanding as of June 30, 2021” are 64 RSUs that were vested, but not yet delivered. Performance Stock Units (“PSUs”). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. The percentage of PSUs that shall vest will range from 0 % to 200 % of the number of PSUs granted based on the Company’s future performance related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization targets over a three-year performance period. These PSUs are subject to cliff vesting at the end of the respective performance period. PSU activity for the six months ended June 30, 2021 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2020 730 $ 9.28 Granted — — Vested and delivered ( 588 ) 5.74 Forfeited — — Outstanding as of June 30, 2021 142 23.98 Stock Options. Stock options represent the right to purchase shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. Stock options are subject to three-year cliff vesting and expire 10 years from the grant date. Stock option activity for the six months ended June 30, 2021 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term): Number of Options Weighted-Average Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 513 $ 2.80 9.22 $ 3,028 Granted 291 9.63 — — Exercised — — — — Forfeited — — — — Outstanding as of June 30, 2021 804 5.27 9.08 4,583 Exercisable as of June 30, 2021 — — — — The fair value of the stock options granted during the six months ended June 30, 2021 and 2020 are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions: 2021 2020 Risk-free interest rate 1.15 % 1.01 % Weighted-average volatility 69.00 % 53.08 % Dividend yield 0 % 0 % Expected years until exercise 6.5 6.5

Earnings (Loss) Per Share

Earnings (Loss) Per Share	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	NOTE 8. Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing Net income (loss) by the weighted-average number of shares of common stock outstanding. Diluted earnings (loss) per share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans, unless the inclusion of such shares would have an anti-dilutive effect. The computation of Earnings (loss) per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net income (loss) $ 5,966 $ ( 24,644 ) $ 11,244 $ ( 812,078 ) Basic weighted-average common shares outstanding 68,869 67,256 68,328 67,095 Effect of dilutive stock-based compensation awards (1) 1,825 — 2,462 — Diluted weighted-average common shares outstanding 70,694 67,256 70,790 67,095 Earnings (loss) per share, basic $ 0.09 $ ( 0.37 ) $ 0.16 $ ( 12.10 ) Earnings (loss) per share, diluted 0.08 ( 0.37 ) 0.16 ( 12.10 ) (1) There were 1,316 and 1,829 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended June 30, 2021 and June 30, 2020, respectively, and 1,362 and 4,885 potential common shares for the six months ended June 30, 2021 and June 30, 2020, respectively, as their inclusion would have had an anti-dilutive effect.

Other (Expense) Income, net

Other (Expense) Income, net	6 Months Ended
	Jun. 30, 2021
Other Income And Expenses [Abstract]
Other (Expense) Income, net	NOTE 9. Other (Expense) Income, net Included in Other (expense) income, net in the six months ended June 30, 2020 was a full impairment of $ 9.4 million of a non-marketable investment, triggered by the COVID-19 pandemic.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 10. Income Taxes Deferred Tax Asset and Valuation Allowance. As a result of the goodwill and indefinite-lived intangible asset impairments recorded during the six months ended June 30, 2020, the Company has concluded a valuation allowance is required against its deferred tax assets as of June 30, 2021. In reaching this conclusion, in accordance with U.S. GAAP, the Company has evaluated all available evidence, both positive and negative and determined that the Company’s history of recent losses was sufficient significant negative evidence to require a valuation allowance. Therefore, the Company has recorded a valuation allowance to reduce its deferred tax assets as of June 30, 2021 to the amount that is more likely than not to be realized in future periods. At each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Tax Refund. During the six months ended June 30, 2021, the Company received 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. Effective Tax Rate. The effective income tax rate, expressed by calculating the income tax expense as a percentage of Income before income tax, was 9 % for the six months ended June 30, 2021, which varied from the statutory federal income tax rate of 21 %, primarily due to the tax benefit realized on stock-based compensation, offset in part by the valuation allowance on the Company’s net deferred tax asset position recorded during the six months ended June 30, 2021. The effective income tax rate was 14 % for the six months ended June 30, 2020. The effective tax rate differed from the statutory federal income tax rate of 21 %, primarily due to the tax impact of the goodwill and intangible asset impairments and the valuation allowance recorded during the six months ended June 30, 2020. (In thousands, except percentages) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Income tax provision at statutory rate $ 1,213 21.0 % $ 2,596 21.0 % State income taxes, net of federal income tax benefit 201 3.5 437 3.5 Tax credits 164 2.8 ( 819 ) ( 6.6 ) Stock-based compensation ( 223 ) ( 3.9 ) ( 2,902 ) ( 23.5 ) Uncertain tax positions 22 0.4 1,211 9.8 Valuation allowance ( 1,186 ) ( 20.5 ) 1,227 9.9 Other, net ( 380 ) ( 6.6 ) ( 633 ) ( 5.1 ) Income tax (benefit) expense $ ( 189 ) ( 3.3 )% $ 1,117 9.0 %

Description of Business, Comp_2

Description of Business, Company History and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation . These accompanying unaudited interim Consolidated Financial Statements (“Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2020, which are included in the Company's Annual Report on Form 10-K dated February 25, 2021 (the “December 31, 2020 Financial Statements”). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2020 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021.
Use of Estimates	Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.
Reclassification	Reclassifications . Certain prior year balances have been reclassified to conform to the current year presentation. In addition, effective January 1, 2021, the Company renamed its revenue categories as follows: "Direct" revenue is now "Dealer" revenue and "National advertising" revenue is now "OEM and National" revenue. This naming convention change has no impact on the components or the historical amounts of the respective revenue categories. Dealer revenue consists of marketplace and digital solutions sold to dealer customers. OEM and National revenue consists of display advertising and other solutions sold to OEMs, advertising agencies, automotive dealer associations and auto adjacent businesses.
Principles of Consolidation	Principles of Consolidation . The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100 % owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2021
Revenue From Contract With Customer [Abstract]
Schedule of Revenue Disaggregated by Sales Channel and Major Products and Services	Three Months Ended June 30, Six Months Ended June 30, Major products and services 2021 2020 2021 2020 Subscription advertising and digital solutions $ 128,733 $ 79,449 $ 254,179 $ 196,712 Display advertising 21,322 16,558 43,279 39,917 Pay per lead 3,280 4,769 7,040 10,512 Other 2,195 1,233 4,327 2,962 Total revenue $ 155,530 $ 102,009 $ 308,825 $ 250,103

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Summary of RSU Activity	Number Weighted-Average Outstanding as of December 31, 2020 4,061 $ 8.31 Granted 1,554 15.02 Vested and delivered ( 1,493 ) 8.36 Forfeited ( 201 ) 9.13 Outstanding as of June 30, 2021 (1) 3,921 10.91 (1) Included in “Outstanding as of June 30, 2021” are 64 RSUs that were vested, but not yet delivered.
Summary of PSU Activity	PSU activity for the six months ended June 30, 2021 is as follows (in thousands, except for weighted-average grant date fair value): Number Weighted-Average Outstanding as of December 31, 2020 730 $ 9.28 Granted — — Vested and delivered ( 588 ) 5.74 Forfeited — — Outstanding as of June 30, 2021 142 23.98
Summary of Stock Option Activity	Stock option activity for the six months ended June 30, 2021 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term): Number of Options Weighted-Average Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 513 $ 2.80 9.22 $ 3,028 Granted 291 9.63 — — Exercised — — — — Forfeited — — — — Outstanding as of June 30, 2021 804 5.27 9.08 4,583 Exercisable as of June 30, 2021 — — — —
Summary of Fair Value of Stock Options Granted are Estimated Using Black Scholes Option Pricing Model	The fair value of the stock options granted during the six months ended June 30, 2021 and 2020 are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions: 2021 2020 Risk-free interest rate 1.15 % 1.01 % Weighted-average volatility 69.00 % 53.08 % Dividend yield 0 % 0 % Expected years until exercise 6.5 6.5

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Computation of Earnings (Loss) Per Share	The computation of Earnings (loss) per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net income (loss) $ 5,966 $ ( 24,644 ) $ 11,244 $ ( 812,078 ) Basic weighted-average common shares outstanding 68,869 67,256 68,328 67,095 Effect of dilutive stock-based compensation awards (1) 1,825 — 2,462 — Diluted weighted-average common shares outstanding 70,694 67,256 70,790 67,095 Earnings (loss) per share, basic $ 0.09 $ ( 0.37 ) $ 0.16 $ ( 12.10 ) Earnings (loss) per share, diluted 0.08 ( 0.37 ) 0.16 ( 12.10 ) (1) There were 1,316 and 1,829 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended June 30, 2021 and June 30, 2020, respectively, and 1,362 and 4,885 potential common shares for the six months ended June 30, 2021 and June 30, 2020, respectively, as their inclusion would have had an anti-dilutive effect.

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Varied from Statutory Federal Income Tax Rate	(In thousands, except percentages) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Income tax provision at statutory rate $ 1,213 21.0 % $ 2,596 21.0 % State income taxes, net of federal income tax benefit 201 3.5 437 3.5 Tax credits 164 2.8 ( 819 ) ( 6.6 ) Stock-based compensation ( 223 ) ( 3.9 ) ( 2,902 ) ( 23.5 ) Uncertain tax positions 22 0.4 1,211 9.8 Valuation allowance ( 1,186 ) ( 20.5 ) 1,227 9.9 Other, net ( 380 ) ( 6.6 ) ( 633 ) ( 5.1 ) Income tax (benefit) expense $ ( 189 ) ( 3.3 )% $ 1,117 9.0 %

Description of Business, Comp_3

Description of Business, Company History and Summary of Significant Accounting Policies - Additional Information (Details)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Percentage of ownership by the company	100.00%

Revenue - Additional Informatio

Revenue - Additional Information (Details)	6 Months Ended
	Jun. 30, 2021Segment
Revenue From Contract With Customer [Abstract]
Number of reportable segment	1

Revenue - Summary of Revenue Di

Revenue - Summary of Revenue Disaggregated by Sales Channel and Major Products and Services (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation Of Revenue [Line Items]
Total revenue	$ 155,530	$ 102,009	$ 308,825	$ 250,103
Subscription Advertising and Digital Solutions
Disaggregation Of Revenue [Line Items]
Total revenue	128,733	79,449	254,179	196,712
Display Advertising
Disaggregation Of Revenue [Line Items]
Total revenue	21,322	16,558	43,279	39,917
Pay Per Lead
Disaggregation Of Revenue [Line Items]
Total revenue	3,280	4,769	7,040	10,512
Other
Disaggregation Of Revenue [Line Items]
Total revenue	$ 2,195	$ 1,233	$ 4,327	$ 2,962

Goodwill and Indefinite-lived_2

Goodwill and Indefinite-lived Intangible Asset - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2021USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill, impairment	$ 505.9
Indefinite-lived intangibles asset, impairment	$ 400

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Oct. 31, 2020	Jun. 30, 2021	Dec. 31, 2020
Line Of Credit Facility [Line Items]
Outstanding indebtedness, carrying value		$ 502,357	$ 576,143
Level 2
Line Of Credit Facility [Line Items]
Outstanding indebtedness, fair value		546,900
Outstanding indebtedness, carrying value		522,500
6.375% Senior Unsecured Notes Due 2028
Line Of Credit Facility [Line Items]
Proceeds from issuance initial public offering	$ 400,000
Term Loan
Line Of Credit Facility [Line Items]
Outstanding principal amount		$ 122,500
Effective interest rate		2.50%
Repayment of loan		$ 75,000
Voluntary repayment of loan		70,000
Revolving Credit Facility
Line Of Credit Facility [Line Items]
Amount available to borrow		$ 230,000

Interest Rate Swap - Additional

Interest Rate Swap - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Derivative [Line Items]
Reclassified from accumulated other comprehensive income (loss) into Interest expense, net	$ 2.8	$ 0.3
Reclassified from accumulated other comprehensive income (loss) into income tax (benefit) expense	$ (0.4)
Swap | Designated as Hedging Instrument | Cash Flow Hedging
Derivative [Line Items]
Fixed rate of interest	2.96%
Notional amount	$ 300
Unrealized loss of fair value			$ 12.1
Payments related to fair value	4.3
Swap | Other Accrued Liabilities Current [Member] | Designated as Hedging Instrument | Cash Flow Hedging
Derivative [Line Items]
Unrealized loss of fair value	$ 7.9		8.5
Swap | Other Noncurrent Liabilities [Member] | Designated as Hedging Instrument | Cash Flow Hedging
Derivative [Line Items]
Unrealized loss of fair value			$ 3.6

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details)	6 Months Ended
	Jun. 30, 2021
RSUs | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting period	1 year
RSUs | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting period	4 years
PSUs | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share units vesting percentage	0.00%
Share units performance period	3 years
PSUs | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share units vesting percentage	200.00%
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting period	3 years
Options expiration period	10 years

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of RSU Activity (Details) - RSUs shares in Thousands	6 Months Ended
	Jun. 30, 2021$ / sharesshares
Number of Share Units
Share Units, Outstanding as of December 31,2020 | shares	4,061
Share Units, Granted | shares	1,554
Share Units, Vested and delivered | shares	(1,493)
Share Units, Forfeited | shares	(201)
Share Units, Outstanding as of June 30, 2021 | shares	3,921	[1]
Weighted- Average Grant Date Fair Value
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2020 | $ / shares	$ 8.31
Weighted-Average Grant Date Fair Value, Granted | $ / shares	15.02
Weighted-Average Grant Date Fair Value, Vested and delivered | $ / shares	8.36
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares	9.13
Weighted- Average Grant Date Fair Value, Outstanding as of June 30, 2021 | $ / shares	$ 10.91	[1]
[1]	Included in “Outstanding as of June 30, 2021” are 64 RSUs that were vested, but not yet delivered.

Stock-Based Compensation - Su_2

Stock-Based Compensation - Summary of RSU Activity (Parenthetical) (Details) shares in Thousands	6 Months Ended
	Jun. 30, 2021shares
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs vested but not yet delivered	64

Stock-Based Compensation - Su_3

Stock-Based Compensation - Summary of PSU Activity (Details) - PSUs shares in Thousands	6 Months Ended
	Jun. 30, 2021$ / sharesshares
Number of Share Units
Share Units, Outstanding as of December 31,2020 | shares	730
Share Units, Granted | shares	0
Share Units, Vested and delivered | shares	(588)
Share Units, Forfeited | shares	0
Share Units, Outstanding as of June 30, 2021 | shares	142
Weighted- Average Grant Date Fair Value
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2020 | $ / shares	$ 9.28
Weighted-Average Grant Date Fair Value, Granted | $ / shares	0
Weighted-Average Grant Date Fair Value, Vested and delivered | $ / shares	5.74
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares	0
Weighted- Average Grant Date Fair Value, Outstanding as of June 30, 2021 | $ / shares	$ 23.98

Stock-Based Compensation - Su_4

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Number of Share Units
Share Units, Outstanding as of December 31,2020	513
Share Units, Granted	291
Share Units, Exercised	0
Share Units, Forfeited	0
Share Units, Outstanding as of June 30, 2021	804	513
Share Units, Exercisable as of June 30, 2021	0
Weighted-Average Grant Date Fair Value
Weighted-Average Grant Date Fair Value, Outstanding as of December 31, 2020	$ 2.80
Weighted-Average Grant Date Fair Value, Granted	9.63
Weighted-Average Grant Date fair Value, Exercised	0
Weighted-Average Grant Date Fair Value, Forfeited	0
Weighted-Average Grant Date Fair Value, Outstanding as of June 30, 2020	5.27	$ 2.80
Weighted-Average Grant Date Fair Value, Exercisable as of June 30, 2021	$ 0
Weighted-Average Contractual Term (in years)	9 years 29 days	9 years 2 months 19 days
Aggregate Intrinsic Value Outstanding, as of December 31, 2020	$ 3,028
Aggregate Intrinsic Value Outstanding, as of June 30, 2020	$ 4,583	$ 3,028

Stock-Based Compensation - Su_5

Stock-Based Compensation - Summary of Fair Value of Stock Options Granted are Estimated Using Black Scholes Option Pricing Model (Details)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract]
Risk-free interest rate	1.15%	1.01%
Weighted-average volatility	69.00%	53.08%
Dividend yield	0.00%	0.00%
Expected years until exercise	6 years 6 months	6 years 6 months

Earnings (Loss) Per Share - Com

Earnings (Loss) Per Share - Computation of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Net income (loss)	$ 5,966	$ 5,278	$ (24,644)	$ (787,434)	$ 11,244	$ (812,078)
Basic weighted-average common shares outstanding	68,869		67,256		68,328	67,095
Effect of dilutive stock-based compensation awards	1,825		0		2,462	0
Diluted weighted-average common shares outstanding	70,694		67,256		70,790	67,095
Earnings (loss) per share, basic	$ 0.09		$ (0.37)		$ 0.16	$ (12.10)
Earnings (loss) per share, diluted	$ 0.08		$ (0.37)		$ 0.16	$ (12.10)

Earnings (Loss) Per Share - C_2

Earnings (Loss) Per Share - Computation of Earnings (Loss) Per Share (Parenthetical) (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Potential common shares excluded from diluted weighted-average shares outstanding	1,316	1,829	1,362	4,885

Other (Expense) Income, net (De

Other (Expense) Income, net (Details) $ in Millions	6 Months Ended
	Jun. 30, 2020USD ($)
Other Income And Expenses [Abstract]
Impairment of non-marketable investments	$ 9.4

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Tax refund related to the carryback of federal and state income tax net operating loss		$ 9.1
Effective income tax rate, income tax expense percentage	(3.30%)	9.00%	14.00%
Federal statutory rate	21.00%	21.00%	21.00%

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Income Tax Rate Varied from Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income tax provision at statutory rate	$ 1,213		$ 2,596
State income taxes, net of federal income tax benefit	201		437
Tax credits	164		(819)
Stock-based compensation	(223)		(2,902)
Uncertain tax positions	22		1,211
Valuation allowance	(1,186)		1,227
Other, net	(380)		(633)
Income tax (benefit) expense	$ (189)	$ 53	$ 1,117	$ (134,603)
Federal statutory rate	21.00%		21.00%	21.00%
State income taxes, net of federal income tax benefit, percent	3.50%		3.50%
Tax credits, percent	2.80%		(6.60%)
Stock-based compensation	(3.90%)		(23.50%)
Uncertain tax positions	0.40%		9.80%
Valuation allowance, percent	(20.50%)		9.90%
Other, net, percent	(6.60%)		(5.10%)
Income tax (benefit) expense	(3.30%)		9.00%	14.00%