Significant Accounting Policies and Recent Accounting Pronouncements | Note 2. Significant Accounting Policies and Recent Accounting Pronouncements Summary of Significant Accounting Policies Revenue Recognition . Revenue is recognized when persuasive evidence of an arrangement exists, performance under the contract has begun, the contract price is fixed or determinable and collectability of the related fee is reasonably assured. Revenue is generated through the Company’s direct sales force (retail revenue) or affiliate sales channels (wholesale revenue). The Company’s primary source of retail and wholesale revenue is through the sale of online subscription advertising products to car dealerships. The Company’s base subscription package provides the car dealership’s available inventory on the Cars.com website. The base subscription contract is generally a fixed price arrangement with a one-year term and is automatically renewed unless cancelled by the dealership. The Company also offers customers several add-on products to the base subscription package. These add-on products are not sold separately from the base subscription package and, therefore, are not separate units of accounting as they do not have value on a standalone basis. Accordingly, the base subscription package and any purchased add-on products are combined as a single unit of accounting and revenues are recognized on a straight-line basis over the contract term as the service is provided to the Company’s customers. Wholesale revenue is earned through affiliation agreements with affiliate owners that sell the Company’s subscription advertising products to car dealerships. Affiliate owners are assigned certain sales territories to sell the Company’s products, and the Company charges its affiliate owners a wholesale fee. In situations where the Company’s direct sales force sells the Company’s products to car dealerships in an affiliate’s territory, the Company pays its affiliate owners a revenue share which is classified as “affiliate revenue share” on the Company’s Consolidated and Combined Statements of Income. In addition, the Company also earns retail revenue though the sale of display advertising on the Company’s websites to national advertisers, pursuant to fixed fee or transaction-based contracts, which are billed for impressions delivered or click-throughs on their advertisements. An impression is the display of an advertisement to an end-user on the website and is a measure of volume. A click-through occurs when an end-user clicks on an impression. Revenue is recognized straight-line over the contract term (generally three to six months) for fixed fee contracts where a minimum number of impressions or click-throughs is not guaranteed. Revenue is recognized as the impressions or click-throughs are delivered for transaction-based contracts. If the impressions or click-throughs delivered are less than the amount billed, the difference is recorded as deferred revenue and recognized as earned. The Company also sells leads, which are connections from consumers to dealers in the form of phone calls, emails and text messages, and mobile walk-ins, to dealerships, OEMs and third-party resellers. Revenue for leads is recognized straight-line over the contract term or on a per-lead basis depending on the contract. Use of Estimates . The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates and assumptions. The most significant areas of the consolidated and combined financial statements that require management judgment include goodwill and indefinite-lived intangible assets, amortizable intangible assets and other long-lived assets, the allowance for doubtful accounts and commitments and contingencies. The accounting policies for these areas are discussed elsewhere in these consolidated and combined financial statements. Cash and Cash Equivalents. All cash balances and liquid investments with original maturities of three months or less on their acquisition date are classified as cash and cash equivalents. Accounts receivable and allowance for doubtful accounts . Accounts receivable are primarily derived from the sales to local automotive dealers and OEMs and recorded at invoiced amounts. The allowance for doubtful accounts reflects the Company’s estimate of credit exposure, determined principally on the basis of its collection experience, aging of its receivables and any specific reserves needed for certain customers based on their credit risk. Bad debt expense, which is included in marketing and sales in its Consolidated and Combined Statements of Income, in 2017, 2016 and 2015 was $2.5 million, $4.6 million and $2.5 million, respectively. Concentrations of Credit Risk. The Company’s financial instruments, consisting primarily of cash and cash equivalents and customer receivables, are exposed to concentrations of credit risk. The Company invests its cash and cash equivalents with highly-rated financial institutions. Marketable Securities Held in Trust . The Company’s marketable securities held in trust relate to the long-term incentive plan (“LTIP”) (see Note 7 of this report for more information) and are classified as trading securities, with unrealized gains and losses included in other income, net on the Consolidated and Combined Statements of Income. At December 31, 2017 and 2016, such marketable securities totaled approximately $2.3 million and $3.3 million, respectively. Marketable securities that are expected to be sold within the next twelve months are recorded in other current assets, with the remainder recorded in investments and other assets on the Consolidated and Combined Balance Sheets. Gains on trading securities in 2017, 2016 and 2015 were $0.3 million, $0.2 million and $0.1 million, respectively. Investments . Investments in non-marketable equity securities are recorded using the cost method or the equity method of accounting, depending on the facts and circumstances of each investment. Non-marketable investments in preferred shares that do not meet criteria of in-substance common stock are accounted for at cost. The non-marketable investments recorded within investments and other assets on the Consolidated and Combined Balance Sheets at December 31, 2017 and 2016 were $9.4 million and $9.3 million, respectively. See Note 4 of this report for additional information. On at least an annual basis, the Company assesses its investments to determine whether any events have occurred, or circumstances have changed, which might have a significant adverse effect on their fair value and which may be indicative of impairment. There were no impairments recorded for the periods presented in the Consolidated and Combined Statements of Income. Property and Equipment . Property and equipment is recorded at cost and depreciated on a straight-line basis over the estimated useful lives as follows: Computer software 18 months - 7 years Computer hardware 3-5 years Furniture and fixtures 5-10 years Leasehold improvements Lesser of useful life or lease term Depreciation expense for the years ended 2017, 2016 and 2015 was $10.8 million, $8.3 million and $8.2 million, respectively. Normal repairs and maintenance are expensed as incurred. The costs and related accumulated depreciation of assets sold or disposed of are removed from the Consolidated and Combined Balance Sheets and any resulting gain or loss is included in general and administrative on the Consolidated and Combined Statements of Income. Goodwill and Other Intangible Assets . Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. At both December 31, 2017 and 2016, the Company had $788 million of goodwill which resulted from TEGNA’s acquisition of Cars.com in 2014 and the acquisition of DealerRater.com in 2016. For purposes of evaluating goodwill, the Company is required to determine how many reporting units exist. The Company has identified that it operates as one reporting unit. A reporting unit constitutes a business or group of businesses for which discrete financial information is available and is regularly reviewed by management. The Company’s goodwill is assigned to its one reporting unit. In 2017, Cars.com performed its annual goodwill impairment test as of November 1 and whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances which could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key management or other personnel, significant changes in the manner of its use of the acquired assets or the strategy for the acquired business or its overall business, significant negative industry or economic trends or significant underperformance relative to expected historical or projected future results of operations. Previously, Cars.com performed its annual goodwill impairment test as of October 1. The process of estimating the fair value of goodwill is subjective and requires the Company to make estimates that may significantly impact the outcome of the analyses. Before performing the annual two-step goodwill impairment test, the Company first has the option to perform a qualitative assessment to determine if the two-step quantitative test must be completed. The qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company specifications. If after performing this assessment, the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company is required to perform the two-step quantitative test. Otherwise, the two-step quantitative test is not required. The Company elected to not perform the optional qualitative assessment of goodwill; instead, the Company performed the quantitative impairment test. When performing the first step of the quantitative test, the Company determines the fair value of the reporting unit and compares it to the carrying amount, including goodwill. Historically, if the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the Company performs the second step of the impairment test, as this is an indication that the reporting unit goodwill may be impaired. In the second step of the impairment test, the Company determines the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment of goodwill has occurred and the Company must recognize an impairment loss for the difference between the carrying amount and the implied fair value of goodwill. In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment The Company estimates reporting unit fair value using an income approach using the discounted cash flow (“DCF”) analysis and also considered the market-based valuation methodology using comparable public company trading values. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples. The cash flows employed in the DCF analysis are based on the Company’s best estimate of future sales, earnings and cash flows after considering factors such as general market conditions and recent operating performance. The discount rates utilized in the DCF analysis are based on the reporting unit’s weighted average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the Company’s reporting unit. The results of the tests indicated that the estimated fair values of its reporting unit exceeded the carrying value and thus no impairment existed for all periods presented. In connection with the acquisition by the Company’s former parent, the Company has an intangible asset with an indefinite life associated with its Cars.com trade name. Intangible assets with indefinite lives are tested annually, or more often if circumstances dictate, for impairment and written down to fair value as required. The estimates of fair value are determined using the “relief from royalty” methodology, which is a variation of the income approach. The discount rate assumption is based on an assessment of the risk inherent in the projected future cash flows generated by the trade name intangible asset. The results of its 2017 annual impairment test of the indefinite lived intangible asset indicated the fair value exceeded its carrying value, and therefore, no impairment charge was recorded. Amortizable intangible assets are amortized on a straight-line basis over the estimated useful lives as follows: Customer relationships 5-14 years Acquired software 2-7 years Trade name—DealerRater 12 years Non-compete agreements 5 years Content library 2 years Valuation of Long-Lived Assets . The Company reviews the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Once an indicator of potential impairment has occurred, the impairment test is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of projected undiscounted future cash flows against the carrying amount of the asset group. If the carrying value of the asset group exceeds the estimated undiscounted future cash flows, the asset group would be deemed to be potentially impaired. The impairment, if any, would be measured based on the amount by which the carrying amount exceeds the fair value. Fair value is determined primarily using the projected future cash flows, discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. No impairment losses were recognized for the periods presented in the Consolidated and Combined Statements of Income. Internally Developed Technology . The Company capitalizes costs associated with customized internal-use software systems that have reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and ready for its intended purpose. The Company reviews the carrying amount of internally developed technology for impairment and useful lives whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Capitalized software costs in 2017, 2016 and 2015 were $6.9 million, $5.2 million and $1.3 million, respectively. Capitalized costs are included in property and equipment on the Consolidated and Combined Balance Sheets. Research and development costs are charged to expense as incurred. Advertising Costs . The Company expenses all advertising costs as they are incurred. Advertising expense for the years ended December 31, 2017, 2016 and 2015 was $104.6 million, $97.1 million and $96.0 million, respectively. Advertising costs are included in marketing and sales in the Consolidated and Combined Statements of Income. Cost of Revenue and Operations. Cost of revenue and operations consist of expenses related to the pay-per-lead products, third-party costs such as processing of dealer vehicle inventory and product fulfillment and customer service. Stock-Based Compensation. Stock-based compensation expense is recognized on a straight-line basis over the vesting period. Forfeitures are recorded at the time the forfeiture event occurs. See Note 12 of this report for additional information on the Company’s stock-based compensation plans. Income Taxes . Income taxes are presented on the consolidated and combined financial statements using the asset and liability method, under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying amount of assets and liabilities and their respective tax basis, as well as from operating loss and tax credit carry-forwards. Deferred income taxes reflect expected future tax benefits (i.e. assets) and future tax costs (i.e. liabilities). The tax effect of net operating loss, capital loss and general business credit carryovers result in deferred tax assets. The Company measures deferred tax assets and liabilities using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. Valuation allowances are established if, based upon the weight of available evidence, management determines it is “more likely than not” that some portion or all of the deferred tax asset will not be realized. The Company has not recorded reserves for income taxes and associated interest that may become payable in future years. The Company’s uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to uncertain tax positions in income tax expense in the Consolidated and Combined Statements of Income. The Company has not recorded any material expense or liabilities related to interest or penalties in its consolidated and combined financial statements. Fair Value of Financial Instruments . The Company’s financial instruments include marketable securities held at fair value. Financial instruments also include accounts receivable, accounts payable, debt and other liabilities. The carrying values of these instruments approximate their fair values. Recent Accounting Pronouncements . The FASB amended the FASB Accounting Standards Codification and created a new Topic 606, Revenue from Contracts with Customers. Under the amendment, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the new standard effective January 1, 2018 using the modified retrospective method. The Company’s primary source of revenue is through the sale of online subscription advertising products to car dealerships which will continue to be recognized primarily on a straight-line basis over the contract term as the service is provided to the Company’s customers. Thus, the adoption of Topic 606, Revenue from Contracts with Customers did not have a material impact on the Company’s consolidated and combined financial statements as of the adoption date. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments—Overall In February 2016, the FASB amended the FASB Accounting Standards Codification and created a new Topic 842, Leases In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326). In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718). |