Cars.com (CARS) 10-Q 8 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 31, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
Trading Symbol	CARS
Entity Registrant Name	Cars.com Inc.
Entity Central Index Key	1,683,606
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		69,732,657

Consolidated and Combined Balan

Consolidated and Combined Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 18,394	$ 20,563
Accounts receivable, net	105,184	100,857
Prepaid expenses	13,772	11,408
Other current assets	10,567	9,811
Total current assets	147,917	142,639
Property and equipment, net	40,907	39,740
Goodwill	884,480	788,107
Intangible assets, net	1,556,654	1,529,500
Investments and other assets	10,439	11,053
Total assets	2,640,397	2,511,039
Current liabilities:
Accounts payable	7,505	6,581
Accrued compensation	12,610	14,185
Unfavorable contracts liability	25,200	25,200
Current portion of long-term debt	21,211	21,158
Other accrued liabilities	37,905	23,025
Total current liabilities	104,431	90,149
Noncurrent liabilities:
Unfavorable contracts liability	6,285	18,885
Long-term debt	701,534	557,194
Deferred tax liability	164,368	146,482
Other noncurrent liabilities	19,678	19,201
Total noncurrent liabilities	891,865	741,762
Total liabilities	996,296	831,911
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, 2018 and December 31, 2017
Common Stock at par, $0.01 par value; 300,000 shares authorized; 69,896 and 71,628 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively	699	716
Additional paid-in capital	1,503,145	1,501,830
Retained earnings	140,257	176,582
Total stockholders' equity	1,644,101	1,679,128
Total liabilities and stockholders' equity	$ 2,640,397	$ 2,511,039

Consolidated and Combined Bala3

Consolidated and Combined Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	69,896,000	71,628,000
Common stock, shares outstanding	69,896,000	71,628,000

Consolidated and Combined State

Consolidated and Combined Statements of Income - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenues:
Total revenues		$ 168,512	$ 156,624	$ 328,469	$ 309,798
Operating expenses:
Cost of revenues and operations		22,804	15,540	41,890	31,442
Product and technology		17,951	19,522	40,284	38,439
Marketing and sales		59,527	50,512	125,562	109,513
General and administrative		13,148	17,445	31,264	25,184
Affiliate revenue share		3,813	2,355	7,096	4,716
Depreciation and amortization		26,712	22,377	50,650	44,450
Total operating expenses		143,955	127,751	296,746	253,744
Operating income		24,557	28,873	31,723	56,054
Nonoperating (expense) income:
Interest expense, net		(7,343)	(1,770)	(13,300)	(1,729)
Other income, net		27	51	11	135
Total nonoperating expense, net		(7,316)	(1,719)	(13,289)	(1,594)
Income before income taxes		17,241	27,154	18,434	54,460
Income tax expense		4,515	2,345	4,779	2,763
Net income		$ 12,726	$ 24,809	$ 13,655	$ 51,697
Earnings per share, basic		$ 0.18	$ 0.35	$ 0.19	$ 0.72
Weighted-average common shares outstanding, basic		71,119	71,716	71,531	71,716
Earnings per share, diluted		$ 0.18	$ 0.35	$ 0.19	$ 0.72
Weighted-average common shares outstanding, diluted		71,330	71,780	71,721	71,780
Retail
Revenues:
Total revenues		$ 146,858	$ 115,710	$ 279,201	$ 227,955
Wholesale
Revenues:
Total revenues	[1]	$ 21,654	$ 40,914	$ 49,268	$ 81,843
[1]	For information related to related party transactions, see Note 12 (Related Party Transactions).

Consolidated and Combined Stat5

Consolidated and Combined Statements of Stockholders' Equity - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands		Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings
Balance at Dec. 31, 2017		$ 1,679,128	$ 0	$ 716	$ 1,501,830	$ 176,582
Balance, Shares at Dec. 31, 2017		71,628,000	0	71,628,000
Net income		$ 13,655	$ 0			13,655
Transactions with TEGNA, net	[1]	(2,683)	$ 0	$ 2	(2,685)
Transactions with TEGNA, net, Shares	[1]		0	198,000
Repurchases of common stock		(50,000)	$ 0	$ (20)		(49,980)
Repurchases of common stock, Shares				(2,013,000)
Shares issued in connection with stock-based compensation plans, net		(475)	0	$ 1	(476)
Shares issued in connection with stock-based compensation plans, net, Shares				83,000
Stock-based compensation expense		4,476	0		4,476
Balance at Jun. 30, 2018		$ 1,644,101	$ 0	$ 699	$ 1,503,145	$ 140,257
Balance, Shares at Jun. 30, 2018		69,896,000	0	69,896,000
[1]	For information related to related party transactions, see Note 12 (Related Party Transactions).

Consolidated and Combined Stat6

Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net income		$ 13,655	$ 51,697
Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation		5,903	5,515
Amortization of intangible assets		44,747	38,935
Amortization of unfavorable contracts liability		(12,600)	(12,600)
Stock-based compensation expense		4,476	481
Deferred income taxes		3,145	1,731
Provision for doubtful accounts		2,164	1,627
Amortization of debt issuance costs		643	112
Other, net		500	1,247
Changes in operating assets and liabilities, net of Acquisition:
Accounts receivable		4,934	6,614
Prepaid expenses		(2,044)	(2,035)
Other current assets		(545)	(10,469)
Other assets		614	684
Accounts payable		(1,541)	(1,778)
Accrued compensation		(1,792)	(9,205)
Other accrued liabilities		10,088	10,026
Other noncurrent liabilities		(1,723)	9,075
Cash received from lessor for lease incentives			5,075
Net cash provided by operating activities		70,624	96,732
Cash flows from investing activities:
Payment for Acquisition, net	[1]	(156,968)
Purchase of property and equipment		(6,417)	(18,910)
Net cash used in investing activities		(163,385)	(18,910)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		190,000	675,000
Payments of debt issuance costs and other fees			(5,918)
Payments of long-term debt		(46,250)
Payments related to stock-based compensation plans, net		(475)
Repurchases of common stock		(50,000)
Cash distribution to TEGNA related to Separation			(650,000)
Transactions with TEGNA, net		(2,683)	(69,200)
Net cash provided by (used in) financing activities		90,592	(50,118)
Net (decrease) increase in cash and cash equivalents		(2,169)	27,704
Cash and cash equivalents at beginning of period		20,563	8,896
Cash and cash equivalents at end of period		18,394	36,600
Supplemental cash flow information:
Cash paid for income taxes, net of refunds		293
Cash paid for interest		$ 12,487	$ 574
[1]	For information related to the Acquisition, see Note 3 (Business Combination and Goodwill).

Description of Business, Compan

Description of Business, Company History and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
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 and Company History . Cars.com (“the Company”) is a leading two-sided digital automotive marketplace that creates meaningful connections between consumers (individuals researching cars or looking to purchase a car) and partners, dealer customers and automotive original equipment manufacturers (“OEMs”). While connecting advertising partners with in-market car shoppers and providing data-driven intelligence to increase inventory turn and gain market share, the Company empowers consumers with resources and information to assist them in making better informed buying decisions around The 4Ps of Automotive Marketing TM In May 2017, the Company separated from its former parent company, TEGNA Inc. (“TEGNA”) by means of a spin-off of a newly formed company, Cars.com Inc., which now owns TEGNA’s former digital automotive marketplace business (the “Separation”). The Company filed a Registration Statement on Form 10 relating to the Separation with the U.S. Securities and Exchange Commission (the “SEC”), which was declared effective on May 15, 2017. On May 31, 2017, the Company made a $650.0 million cash transfer to TEGNA and TEGNA completed the Separation through a pro rata distribution to its stockholders of all of the outstanding shares of the Company’s common stock. The Company’s common stock began trading “regular way” on the New York Stock Exchange on June 1, 2017. Each holder of TEGNA common stock received one share of the Company’s common stock for every three shares of TEGNA common stock held on May 18, 2017, the record date for the distribution. TEGNA structured the distribution to be tax-free to its U.S. stockholders for U.S. federal income tax purposes. In February 2018, the Company acquired all of the outstanding stock of Dealer Inspire Inc. (“DI”) and substantially all of the net assets of Launch Digital Marketing LLC (“LDM”). For additional information, s ee Note 3 (Business Combination and Goodwill). Basis of Presentation . These accompanying unaudited interim Consolidated and Combined 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 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 and Combined Financial Statements should be read in conjunction with the audited Consolidated and Combined Financial Statements and the notes thereto for the year ended December 31, 2017, which are included in the Company's Annual Report on Form 10-K dated March 6, 2018 (the “December 31, 2017 Consolidated and Combined Financial Statements”). The significant accounting policies used in preparing these Consolidated and Combined Financial Statements were applied on a basis consistent with those reflected in the December 31, 2017 Consolidated and Combined Financial Statements. In the opinion of management, the Consolidated and Combined 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, 2018 are not necessarily indicative of results that may be expected for the year ended December 31, 2018. Use of Estimates. The preparation of the accompanying unaudited interim Consolidated and Combined Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated and Combined 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. Principles of Consolidation . The accompanying unaudited Consolidated and Combined Financial Statements include the accounts of Cars.com Inc. and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation. The accompanying unaudited Consolidated and Combined Financial Statements for the period prior to the Separation are derived from the historical accounting records of TEGNA and present its financial position, results of operations and cash flows as if the Company were a separate entity for the period prior to the Separation and include allocations of certain TEGNA corporate expenses, such as insurance and other general corporate overhead expenses. All significant intercompany transactions between either (i) the Company and TEGNA or (ii) the Company and TEGNA affiliates have been included within the Consolidated and Combined Financial Statements and are considered to be effectively settled through equity contributions or distributions at the time the transactions were recorded. The total net effect of these intercompany transactions is reflected in “Transactions with TEGNA, net” in the Consolidated and Combined Statements of Cash Flows as financing activities. Reclassifications . Certain prior year balances have been reclassified to conform to the current year presentation. Cost of revenues and operations have been reclassified from the product support, technology and operations line item into a separate line item. Depreciation expense amounts have also been reclassified from the General and administrative line item into the amortization of intangible assets line item, which has been renamed Depreciation and amortization. There are no changes to total Operating expenses, Operating income or Net income.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Recent Accounting Pronouncements	NOTE 2. Recent Accounting Pronouncements Revenue Recognition. The Financial Accounting Standards Board (the “FASB”) amended the FASB Accounting Standards Codification (“ASC”) and created Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue recognition occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In addition, ASC 606 requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company’s primary source of revenue is the sale of online subscription advertising products and services, which will continue to be recognized ratably over the contract term as the service is provided to the customer. Effective January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. The adoption did not have a material impact on its Consolidated and Combined Financial Statements. For further information, see Note 10 (Revenues). Financial Instruments – Equity Investments. In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments—Overall , amending several elements surrounding the recognition and measurement of financial instruments and requiring equity investments (except those accounted for under the equity method of accounting or those that result in consolidation) to be measured at fair value with changes in fair value recognized in net income. Effective January 1, 2018, the Company adopted this ASU on a prospective basis. The adoption did not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses changing the way credit losses on accounts receivable are estimated. Under current U.S. GAAP, credit losses on trade accounts receivable are recognized once it is probable that such losses will occur. Under this new guidance, the Company will be required to estimate credit losses based on the expected amount of future collections which may result in earlier recognition of allowance for doubtful accounts. The new guidance is effective for the Company on January 1, 2020 and will be adopted using a modified retrospective approach. The Company is currently evaluating this new guidance and does not expect it to have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Stock-Based Compensation. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation, clarifying when changes to the terms or conditions of a stock-based payment award must be accounted for as modifications and allowing for certain changes to awards without accounting for them as modifications. Effective January 1, 2018, the Company adopted the ASU on a prospective basis. The adoption did not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Definition of a Business. In January 2017, the FASB issued ASU 2017-01, Business Combinations , clarifying the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. Effective January 1, 2018, the Company adopted this ASU on a prospective basis. The adoption did not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Leases. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) requiring lessees to recognize assets and liabilities on the Consolidated and Combined Balance Sheets for leases with lease terms of more than 12 months and to disclose additional quantitative and qualitative information about leasing arrangements. The new guidance is effective for the Company on January 1, 2019 and will be adopted using a modified retrospective approach. Although the Company is currently evaluating the provisions of the ASU to determine its full impact on the Company’s Consolidated and Combined Financial Statements, the primary impact will be to record assets and liabilities for current operating leases, which are principally related to real estate.

Business Combination and Goodwi

Business Combination and Goodwill	6 Months Ended
	Jun. 30, 2018
Business Combinations [Abstract]
Business Combination and Goodwill	NOTE 3. Business Combination and Goodwill On February 21, 2018, the Company acquired all of the outstanding stock of DI, an innovative technology leader providing progressive dealer websites, digital retailing and messaging platform products, and substantially all of the net assets of LDM, a provider of digital automotive marketing services, including paid, organic, social and creative services (collectively, the “Acquisition”). The Acquisition consists of proprietary solutions that are complementary extensions of the Company’s online marketplace platform and current suite of dealer solutions. The Company expensed as incurred total acquisition-related costs of $4.9 million, of which $4.3 million was recorded during the six months ended June 30, 2018. These costs were recorded in General and administrative in the Consolidated and Combined Statements of Income. In connection with the Acquisition, DI’s unvested equity awards were cash settled for a total of $5.7 million. The fair value of these awards was based on the price paid per common share to the owners of the acquired businesses and recognized immediately after the Acquisition as compensation expense in the Company’s Consolidated and Combined Statements of Income. Purchase Price Allocation. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third party valuations that utilize customary valuation procedures and techniques, such as the income approach. These preliminary fair values are subject to change within the one-year measurement period. The Acquisition purchase price allocation is as follows (in thousands): Acquisition-date Fair Value Cash consideration (1) $ 164,333 Contingent consideration (2) 2,200 Cash settlement of DI's unvested equity awards (3) (5,700 ) Total consideration $ 160,833 Cash $ 1,480 Accounts receivable 11,425 Property and equipment 1,215 Other assets 320 Identified intangible assets (4) 71,900 Total assets acquired 86,340 Accounts payable (2,514 ) Deferred tax liability (14,741 ) Other liabilities (4,625 ) Total liabilities assumed (21,880 ) Net identifiable assets 64,460 Goodwill 96,373 Total consideration $ 160,833 (1) A reconciliation of cash consideration to Payment for Acquisition, net in the Consolidated and Combined Statements of Cash Flows is as follows (in thousands): Cash consideration $ 164,333 Less: Cash settlement of DI's unvested equity awards (3) (5,700 ) Less: Cash acquired (1,480 ) Less: Net payable working capital adjustment (185 ) Payment for Acquisition, net $ 156,968 (2) As part (3) In connection (4) Information regarding the identifiable intangible assets acquired is as follows: Acquisition-Date Fair Value (in thousands) Weighted-Average Amortization Period (in years) Developed technology $ 39,500 4 Customer relationships 18,300 4 Trade names 14,100 10 Total $ 71,900 In addition to the total consideration of $160.8 million, the Company granted stock-based compensation awards, worth up to $25.5 million, to certain employees. These awards require continued employee service and are based on DI’s and LDM’s future performance related to certain revenue targets to be attained over a three-year performance period. For further information, s Goodwill. In connection with the Acquisition, the Company recorded goodwill in the amount of $96.4 million, which is primarily attributable to sales growth from existing and future technology, product offerings and customers and the value of the acquired assembled workforce. Of the total goodwill recorded in connection with the Acquisition, approximately $15.1 million is deductible for income tax purposes. The Company’s goodwill activity for the six months ended June 30, 2018 is as follows (in thousands): December 31, 2017 $ 788,107 Additions 96,373 June 30, 2018 $ 884,480 Pro forma Financial Information (unaudited). The unaudited pro forma information presented below summarizes the combined revenues and net income of the Company and DI and LDM, as if the Acquisition had been completed on January 1, 2017 and gives effect to pro forma events that are factually supportable and directly attributable to the transaction. The unaudited pro forma results reflect adjustments for incremental intangible asset amortization based on the fair values of each identifiable intangible asset, interest expense on the borrowings under the revolving loan to fund the Acquisition, certain other compensation related costs including stock-based compensation and retention bonuses, and acquisition and integration costs. Pro forma adjustments were tax-affected at the Company’s corporate blended statutory tax rate applicable during the respective periods presented. This unaudited pro forma information is presented for informational purposes only and may not be indicative of the historical results of operations that would have been obtained if the Acquisition had taken place on January 1, 2017, nor the results that may be obtained in the future. The unaudited pro forma information does not reflect future synergies or other such costs or savings. Selected unaudited pro forma information for the three months ended June 30, 2018 and 2017, respectively, is as follows (in thousands): Three Months Ended June 30, 2018 2017 Revenues $ 168,512 $ 166,597 Net income 13,557 21,488 From the date of the Acquisition, the Company included DI’s and LDM’s financial results in its Consolidated and Combined Statements of Income for the three and six months ended June 30, 2018. A summary of DI and LDM contributed revenues and net loss is as follows: Three Months Ended June 30, 2018 (1) Six Months Ended June 30, 2018 (2) Revenues $ 14,510 $ 20,199 Net loss (2,471 ) (8,137 ) (1) The net loss includes $4.1 million of incremental intangible asset amortization related to the Acquisition and $0.7 million in . (2) The n acquisition-related costs, and intangible asset amortization

Unfavorable Contracts Liability

Unfavorable Contracts Liability	6 Months Ended
	Jun. 30, 2018
Unfavorable Contracts Liability [Abstract]
Unfavorable Contracts Liability	NOTE 4. Unfavorable Contracts Liability In connection with the October 2014 acquisition of Cars.com by TEGNA, the Company entered into affiliate agreements with the former owners of Cars.com. Under the affiliate agreements, affiliates have the exclusive right to sell and price Cars.com’s products and services in their local territories, paying Cars.com a wholesale rate for the Cars.com product. The Company charges the affiliates 60% of the corresponding Cars.com retail rate for products sold to affiliate dealers and recognizes revenue generated from these agreements as Wholesale revenues in the Consolidated and Combined Statements of Income. The unfavorable contracts liability was established as a result of these unfavorable affiliate agreements that the Company entered into as part of TEGNA’s acquisition of the Company in 2014. Prior to the affiliate conversions discussed below, over the annual contract period, the Company recognized $25.2 million of Wholesale revenues with a corresponding reduction of the unfavorable contracts liability. As of June 30, 2018 and December 31, 2017, the unfavorable contracts liability on the Consolidated and Combined Balance Sheets was $31.5 million and $44.1 million, respectively. Of the total unfavorable contracts liability balances, $25.2 million was recorded in current liabilities on the Consolidated and Combined Balance Sheet as of June 30, 2018 and December 31, 2017. In January 2018, the Company announced it amended its affiliate agreement with The McClatchy Company (“McClatchy”) to convert McClatchy’s 22 affiliate markets into the Company’s direct sales channel in phases, on or before October 2018, prior to the original October 2019 affiliate agreement expiration date. In January 2018, the Company amended its affiliate agreement with tronc, Inc. (“tronc”) to convert tronc’s eight affiliate markets into the Company’s direct sales channel, effective February 1, 2018. In July 2018, the Company amended its affiliate agreement with the Washington Post and agreed to convert the Washington DC market into the Company’s direct sales channel, effective August 1, 2018, which was prior to the October 2019 expiration of the original agreement. The Company now has a direct relationship with the dealer customers and recognizes the revenue associated with converted markets as Retail revenues, rather than Wholesale revenues, in the Consolidated and Combined Statements of Income. In addition, as part of the recent changes in the structure of the affiliate agreements, the Company engaged McClatchy and tronc to perform certain marketing support and transition services through December 31, 2019 and March 31, 2020, respectively. The fees associated with the amended affiliate agreements are recorded as Affiliate revenue share within Operating expenses in the Consolidated and Combined Statements of Income. The Company no longer records the amortization of the unfavorable contracts liability associated with the converted markets to revenues as the Company is recognizing this direct revenue at retail rates. The amortization of the unfavorable contracts liability is now recorded as a reduction of Affiliate revenue share within Operating expenses in the Consolidated and Combined Statements of Income. Therefore, during the three and six months ended June 30, 2018, the Company recorded $4.4 million and $7.5 million, respectively, as a reduction to Affiliate revenue share, rather than Wholesale revenues, in the Consolidated and Combined Statements of Income. The reduction to Affiliate revenue share was partially offset by the fees associated with the marketing support and transition services. The Company’s unfavorable contracts liability activity for the six months ended June 30, 2018 is as follows (in thousands): Balance at December 31, 2017 $ 44,085 Amortization into Wholesale revenues (1) (5,078 ) Amortization into Affiliate revenue share (2) (7,522 ) Balance at June 30, 2018 $ 31,485 (1) Amount represents the amortization of the unfavorable contracts liability related to the remaining affiliate agreements into Wholesale in the Consolidated and Combined Statements of Income. (2) Amount represents the amortization of the unfavorable contracts liability related to the converted McClatchy and tronc affiliate Consolidated and Combined Statements of Income

Debt

Debt	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Debt	NOTE 5. Debt Term Loan. As of June 30, 2018, the outstanding principal amount under the term loan was $427.5 million and the interest rate in effect was 3.9%. During the six months ended June 30, 2018, the Company made $11.3 million in quarterly term loan payments. Revolving Loan. As of June 30, 2018, the outstanding borrowings under the revolving loan was $300.0 million and the interest rate in effect was 3.6%. During the six months ended June 30, 2018, the Company borrowed $165.0 million to fund the Acquisition and $25.0 million to fund share repurchases. The Company also made $35.0 million in voluntary revolving loan payments. As of June 30, 2018, the Company was permitted to borrow an additional $150.0 million under the revolving loan. The Company’s borrowings are limited by its net leverage ratio, which was 3.0 to 1.0 as of June 30, 2018. 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 pricing, ratings, sectors, coupons and maturities of similar instruments. The carrying amount of the Company’s debt approximated the fair value as of June 30, 2018. As of June 30, 2018, the Company is in compliance with the covenants under its various credit agreements.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 6. Income Taxes Prior to the Separation, Cars.com LLC was a multi-member LLC that was considered a partnership for U.S. income tax purposes. Multi-member LLCs are generally considered flow-through entities and therefore are not subject to federal, state or local income taxes. Effective with the Separation, the Company established a corporate legal entity structure that is subject to U.S. corporate income tax on a stand-alone basis post-Separation. On December 22, 2017, the Tax Cuts and Jobs Act was enacted into law. The new legislation contains several key tax provisions that impact the Company, including the reduction of the corporate income tax rate to 21% effective January 1, 2018. The Company continues to evaluate the impacts of the Tax Cuts and Jobs Act and will consider additional guidance from the U.S. Treasury Department, Internal Revenue Service or other standard-setting bodies. Further adjustments, if any, will be recorded by the Company during the measurement period in 2018 as permitted by SEC Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act A summary of income tax expense (dollars in thousands) and the effective tax rate for the three and six months ended is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Income tax expense $ 4,515 $ 2,345 $ 4,779 $ 2,763 Effective tax rate 26.2 % 8.6 % 25.9 % 5.1 % Income tax expense was $4.5 million and $4.8 million for the three and six months ended June 30, 2018, respectively, compared to $2.3 million and $2.8 million for the three and six months ended June 30, 2017, respectively. The current period income tax expense reflects the financial activity for Cars.com and DMR Holdings, Inc. (“DealerRater”), the Company’s only subsidiary prior to the Acquisition, and the financial results of DI and LDM for the post-acquisition period of February 21, 2018 through June 30, 2018. The prior period income tax expense represents the financial activity of DealerRater and corporate income tax for the Company upon its Separation from TEGNA on June 1, 2017. The effective income tax rate, expressed by calculating the income tax expense as a percentage of income before income taxes, was 26.2% and 25.9% for the three and six months ended June 30, 2018, respectively, and differed from the U.S. federal statutory rate primarily due to state income taxes, nondeductible transaction costs and the impact of the Tax Cuts and Jobs Act, partially offset by certain tax credits and excess tax benefits from stock-based compensation.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2018
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7. 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.

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Stockholders’ Equity	NOTE 8. Stockholders’ Equity In March 2018, the Company’s Board of Directors authorized a share repurchase program to acquire up to $200 million of the Company’s common stock. The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws. The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors including price. The repurchase program has a two-year duration, does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. The Company intends to fund the share repurchase program principally with cash from operations. During the six months ended June 30, 2018, the Company repurchased and subsequently retired 2.0 million shares for $50.0 million.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-Based Compensation	NOTE 9. Stock-Based Compensation Performance Share 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. During the six months ended June 30, 2018, the Company granted 772,000 PSUs at a weighted average grant date fair value of $27.40 per unit. Of the total PSUs granted, 632,000 PSUs were granted to certain employees in connection with the Acquisition and require continued employee service. The percentage of PSUs that shall vest will range from 0% to 150% of the number of PSUs granted based on DI’s and LDM’s future performance related to certain revenue targets over a three-year performance period. These PSUs are subject to graded vesting over three years. The remaining PSUs granted during the six months ended June 30, 2018 require continued employee service. The percentage of these 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 two-year performance period. These PSUs are subject to graded vesting over three years. Restricted Share Units (“RSUs”). 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. RSU’s 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. During the six months ended June 30, 2018, the Company granted 479,000 RSUs at a weighted-average grant-date fair value of $26.60 per unit. Employee Stock Purchase Plan (“ESPP”). During the six months ended June 30, 2018, the Company completed its first ESPP offering period and issued 21,136 shares of the Company’s common stock.

Revenues

Revenues	6 Months Ended
	Jun. 30, 2018
Revenues [Abstract]
Revenues	NOTE 10. Revenues The Company accounts for a customer arrangement when the Company and the customer have an approved contract that specifies the rights and obligations of each party and the payment terms, and the Company believes it is probable it will collect substantially all of the consideration to which it will be entitled in exchange for the services that will be provided to the customer. The Company allocates the contractual transaction price to each distinct performance obligation and recognizes revenue when it satisfies a performance obligation by providing a service to a customer. Revenue is generated through the Company’s direct sales force (Retail revenues) and affiliate sales channels (Wholesale revenues). Online Subscription Advertising Products and Services Revenue. The Company’s primary source of Retail and Wholesale revenues is through the sale of online subscription advertising products to dealer customers through varying levels of subscription packages. The Company’s subscription packages provide the dealer customer’s available new and used vehicle inventory to in-market shoppers on the Cars.com website. The subscription packages are generally a fixed price arrangement with a one-year contract term that is automatically renewed, typically on a month-to-month basis. The Company recognizes subscription package revenues ratably as the service is provided over the contract term. Online subscription advertising products and services revenue is recorded in Retail revenues and Wholesale revenues in the Consolidated and Combined Statements of Income. The Company also offers its customers several add-on products to the subscription packages. Add-on products include premium advertising products that can be uniquely tailored to an individual dealer customer’s current needs. The Company does not sell add-on products separately from the subscription packages as the customer cannot benefit from add-on products on their own. Therefore, the subscription packages and add-on products are combined as a single performance obligation and the Company recognizes the related revenue ratably as the services are provided over the contract term. As part of the acquisition of DI, the Company also provides services related to flexible, custom designed website platforms supporting highly personalized digital marketing campaigns, digital retailing and messaging platform products. The Company recognizes revenue related to these services ratably as the services are provided over the contract term. The related revenue is recorded in Retail revenues in the Consolidated and Combined Statements of Income. The Company’s affiliates also sell online subscription advertising products to dealer customers and the Company earns Wholesale revenues through its affiliate agreements. Affiliates are assigned certain sales territories in which they sell the Company’s products. Under these agreements, the Company charges the affiliates 60% of the corresponding Cars.com retail rate for products sold to affiliate dealers. The Company recognizes Wholesale revenues ratably as the service is provided over the contract term. In situations where the Company’s direct sales force sells the Company’s products within an affiliate’s assigned territory, the Company pays the affiliate a revenue share which is classified as “Affiliate revenue share” in the Consolidated and Combined Statements of Income. Wholesale revenues also includes a portion of the amortization of the unfavorable contracts liability. For further information, see Note 4 (Unfavorable Contracts Liability). Display Advertising Products and Services Revenue. The Company also earns revenue through the sale of display advertising on the Company’s website to national advertisers, pursuant to 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. The Company recognizes revenue as the impressions or click-throughs are delivered. If the impressions or click-throughs delivered are less than the amount invoiced to the customer, the difference is recorded as Deferred revenue and recognized as revenue when earned. Display advertising products revenue is recorded in Retail revenues in the Consolidated and Combined Statements of Income. As part of the acquisition of LDM, the Company also provides services related to customized digital marketing and customer acquisition services, including paid, organic, social and creative services. The Company recognizes revenue related to these services primarily at the point in time the service is provided. The related revenue is recorded in Retail revenues in the Consolidated and Combined Statements of Income. Pay Per Lead Revenue. The Company also sells certain leads, which are connections from consumers to dealer customers in the form of phone calls, emails and text messages, to dealer customers, OEMs and third-party resellers. The Company recognizes pay per lead revenue primarily on a per-lead basis at the point in time in which the lead has been delivered. Revenue related to pay per leads is recorded in Retail revenues and Wholesale revenues in the Consolidated and Combined Statements of Income. Other Revenue. Other revenue primarily includes revenues related to vehicle listing data sold to third-parties and peer-to-peer vehicle advertising. The Company recognizes Other revenue either ratably as the services are provided or at the point in time the services have been performed. Other revenue is recorded in Retail revenues in the Consolidated and Combined Statements of Income. Revenue Summary . In the table below (in thousands), revenue is disaggregated by sales channel and 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, Sales channel 2018 2017 2018 2017 Direct $ 115,533 $ 83,273 $ 217,011 $ 166,908 National advertising 27,230 28,441 54,048 53,377 Other 4,095 3,996 8,142 7,670 Retail 146,858 115,710 279,201 227,955 Wholesale 21,654 40,914 49,268 81,843 Total revenues $ 168,512 $ 156,624 $ 328,469 $ 309,798 Major products and services Online subscription advertising $ 128,476 $ 120,861 $ 252,253 $ 242,184 Display advertising 29,863 25,815 55,886 48,267 Pay per lead 7,479 7,562 15,035 14,811 Other 2,694 2,386 5,295 4,536 Total revenues $ 168,512 $ 156,624 $ 328,469 $ 309,798 Practical Expedient and Exemption. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Earnings Per Share

Earnings Per Share	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
Earnings Per Share	NOTE 11. Earnings per share Basic earnings per share is calculated by dividing Net income by the weighted-average number of shares of common stock outstanding. Diluted earnings 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 impact. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income $ 12,726 $ 24,809 $ 13,655 $ 51,697 Basic weighted-average common shares outstanding 71,119 71,716 71,531 71,716 Effect of dilutive stock-based compensation awards 211 64 190 64 Diluted weighted-average common shares outstanding 71,330 71,780 71,721 71,780 Earnings per share, basic $ 0.18 $ 0.35 $ 0.19 $ 0.72 Earnings per share, diluted $ 0.18 $ 0.35 $ 0.19 $ 0.72

Related party transactions

Related party transactions	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Related party transactions	NOTE 12. Related Party Transactions As a result of the Separation, certain stock-based awards previously granted by TEGNA to its employees were converted into stock of both TEGNA and Cars.com. The Company is responsible for any employee payroll taxes related to awards settled in Cars.com common stock for which stock was withheld for payroll tax purposes. During the six months ended June 30, 2018, the Company withheld $2.7 million, which is recorded as a reduction of Additional paid-in capital on the Consolidated and Combined Balance Sheets. The Company is party to a commercial agreement with TEGNA, who was considered a related party through the Separation date of May 31, 2017. During the three and six months ended June 30, 2017, related party revenue generated with this agreement was $1.3 million and $3.4 million, respectively. Although TEGNA is no longer a related party, the commercial agreement with TEGNA is still effective after the Separation.

Subsequent Event

Subsequent Event	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Event	NOTE 13. Subsequent Event In July 2018, the Company amended its affiliate agreement with the Washington Post and agreed to convert the Washington DC market into the Company’s direct sales channel, effective August 1, 2018, which was prior to the October 2019 expiration of the original agreement.

Description of Business, Comp20

Description of Business, Company History and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation . These accompanying unaudited interim Consolidated and Combined 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 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 and Combined Financial Statements should be read in conjunction with the audited Consolidated and Combined Financial Statements and the notes thereto for the year ended December 31, 2017, which are included in the Company's Annual Report on Form 10-K dated March 6, 2018 (the “December 31, 2017 Consolidated and Combined Financial Statements”). The significant accounting policies used in preparing these Consolidated and Combined Financial Statements were applied on a basis consistent with those reflected in the December 31, 2017 Consolidated and Combined Financial Statements. In the opinion of management, the Consolidated and Combined 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, 2018 are not necessarily indicative of results that may be expected for the year ended December 31, 2018.
Use of Estimates	Use of Estimates. The preparation of the accompanying unaudited interim Consolidated and Combined Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated and Combined 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.
Principles of Consolidation	Principles of Consolidation . The accompanying unaudited Consolidated and Combined Financial Statements include the accounts of Cars.com Inc. and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation. The accompanying unaudited Consolidated and Combined Financial Statements for the period prior to the Separation are derived from the historical accounting records of TEGNA and present its financial position, results of operations and cash flows as if the Company were a separate entity for the period prior to the Separation and include allocations of certain TEGNA corporate expenses, such as insurance and other general corporate overhead expenses. All significant intercompany transactions between either (i) the Company and TEGNA or (ii) the Company and TEGNA affiliates have been included within the Consolidated and Combined Financial Statements and are considered to be effectively settled through equity contributions or distributions at the time the transactions were recorded. The total net effect of these intercompany transactions is reflected in “Transactions with TEGNA, net” in the Consolidated and Combined Statements of Cash Flows as financing activities.
Reclassifications	Reclassifications . Certain prior year balances have been reclassified to conform to the current year presentation. Cost of revenues and operations have been reclassified from the product support, technology and operations line item into a separate line item. Depreciation expense amounts have also been reclassified from the General and administrative line item into the amortization of intangible assets line item, which has been renamed Depreciation and amortization. There are no changes to total Operating expenses, Operating income or Net income.
Recent Accounting Pronouncements	NOTE 2. Recent Accounting Pronouncements Revenue Recognition. The Financial Accounting Standards Board (the “FASB”) amended the FASB Accounting Standards Codification (“ASC”) and created Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue recognition occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In addition, ASC 606 requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company’s primary source of revenue is the sale of online subscription advertising products and services, which will continue to be recognized ratably over the contract term as the service is provided to the customer. Effective January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. The adoption did not have a material impact on its Consolidated and Combined Financial Statements. For further information, see Note 10 (Revenues). Financial Instruments – Equity Investments. In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments—Overall , amending several elements surrounding the recognition and measurement of financial instruments and requiring equity investments (except those accounted for under the equity method of accounting or those that result in consolidation) to be measured at fair value with changes in fair value recognized in net income. Effective January 1, 2018, the Company adopted this ASU on a prospective basis. The adoption did not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses changing the way credit losses on accounts receivable are estimated. Under current U.S. GAAP, credit losses on trade accounts receivable are recognized once it is probable that such losses will occur. Under this new guidance, the Company will be required to estimate credit losses based on the expected amount of future collections which may result in earlier recognition of allowance for doubtful accounts. The new guidance is effective for the Company on January 1, 2020 and will be adopted using a modified retrospective approach. The Company is currently evaluating this new guidance and does not expect it to have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Stock-Based Compensation. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation, clarifying when changes to the terms or conditions of a stock-based payment award must be accounted for as modifications and allowing for certain changes to awards without accounting for them as modifications. Effective January 1, 2018, the Company adopted the ASU on a prospective basis. The adoption did not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Definition of a Business. In January 2017, the FASB issued ASU 2017-01, Business Combinations , clarifying the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. Effective January 1, 2018, the Company adopted this ASU on a prospective basis. The adoption did not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Leases. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) requiring lessees to recognize assets and liabilities on the Consolidated and Combined Balance Sheets for leases with lease terms of more than 12 months and to disclose additional quantitative and qualitative information about leasing arrangements. The new guidance is effective for the Company on January 1, 2019 and will be adopted using a modified retrospective approach. Although the Company is currently evaluating the provisions of the ASU to determine its full impact on the Company’s Consolidated and Combined Financial Statements, the primary impact will be to record assets and liabilities for current operating leases, which are principally related to real estate.

Business Combination and Good21

Business Combination and Goodwill (Tables)	6 Months Ended
	Jun. 30, 2018
Business Combinations [Abstract]
Acquisition Purchase Price Allocation	The Acquisition purchase price allocation is as follows (in thousands): Acquisition-date Fair Value Cash consideration (1) $ 164,333 Contingent consideration (2) 2,200 Cash settlement of DI's unvested equity awards (3) (5,700 ) Total consideration $ 160,833 Cash $ 1,480 Accounts receivable 11,425 Property and equipment 1,215 Other assets 320 Identified intangible assets (4) 71,900 Total assets acquired 86,340 Accounts payable (2,514 ) Deferred tax liability (14,741 ) Other liabilities (4,625 ) Total liabilities assumed (21,880 ) Net identifiable assets 64,460 Goodwill 96,373 Total consideration $ 160,833 (1) A reconciliation of cash consideration to Payment for Acquisition, net in the Consolidated and Combined Statements of Cash Flows is as follows (in thousands): Cash consideration $ 164,333 Less: Cash settlement of DI's unvested equity awards (3) (5,700 ) Less: Cash acquired (1,480 ) Less: Net payable working capital adjustment (185 ) Payment for Acquisition, net $ 156,968 (2) As part (3) In connection (4) Information regarding the identifiable intangible assets acquired is as follows: Acquisition-Date Fair Value (in thousands) Weighted-Average Amortization Period (in years) Developed technology $ 39,500 4 Customer relationships 18,300 4 Trade names 14,100 10 Total $ 71,900
Goodwill Activity	The Company’s goodwill activity for the six months ended June 30, 2018 is as follows (in thousands): December 31, 2017 $ 788,107 Additions 96,373 June 30, 2018 $ 884,480
Selected Unaudited Pro Forma Information	Selected unaudited pro forma information for the three months ended June 30, 2018 and 2017, respectively, is as follows (in thousands): Three Months Ended June 30, 2018 2017 Revenues $ 168,512 $ 166,597 Net income 13,557 21,488
Summary of Contributed Revenues and Net Loss	A summary of DI and LDM contributed revenues and net loss is as follows: Three Months Ended June 30, 2018 (1) Six Months Ended June 30, 2018 (2) Revenues $ 14,510 $ 20,199 Net loss (2,471 ) (8,137 ) (1) The net loss includes $4.1 million of incremental intangible asset amortization related to the Acquisition and $0.7 million in . (2) The n acquisition-related costs, and intangible asset amortization

Unfavorable Contracts Liabili22

Unfavorable Contracts Liability (Tables)	6 Months Ended
	Jun. 30, 2018
Unfavorable Contracts Liability [Abstract]
Summary of Unfavorable Contracts Liability Activity	The Company’s unfavorable contracts liability activity for the six months ended June 30, 2018 is as follows (in thousands): Balance at December 31, 2017 $ 44,085 Amortization into Wholesale revenues (1) (5,078 ) Amortization into Affiliate revenue share (2) (7,522 ) Balance at June 30, 2018 $ 31,485 (1) Amount represents the amortization of the unfavorable contracts liability related to the remaining affiliate agreements into Wholesale in the Consolidated and Combined Statements of Income. (2) Amount represents the amortization of the unfavorable contracts liability related to the converted McClatchy and tronc affiliate Consolidated and Combined Statements of Income

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Summary of Income Tax Expense and Effective Tax Rate	A summary of income tax expense (dollars in thousands) and the effective tax rate for the three and six months ended is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Income tax expense $ 4,515 $ 2,345 $ 4,779 $ 2,763 Effective tax rate 26.2 % 8.6 % 25.9 % 5.1 %

Revenues (Tables)

Revenues (Tables)	6 Months Ended
	Jun. 30, 2018
Revenues [Abstract]
Schedule of Revenue Disaggregated by Sales Channel and Major Products and Services	In the table below (in thousands), revenue is disaggregated by sales channel and major products and services. Three Months Ended June 30, Six Months Ended June 30, Sales channel 2018 2017 2018 2017 Direct $ 115,533 $ 83,273 $ 217,011 $ 166,908 National advertising 27,230 28,441 54,048 53,377 Other 4,095 3,996 8,142 7,670 Retail 146,858 115,710 279,201 227,955 Wholesale 21,654 40,914 49,268 81,843 Total revenues $ 168,512 $ 156,624 $ 328,469 $ 309,798 Major products and services Online subscription advertising $ 128,476 $ 120,861 $ 252,253 $ 242,184 Display advertising 29,863 25,815 55,886 48,267 Pay per lead 7,479 7,562 15,035 14,811 Other 2,694 2,386 5,295 4,536 Total revenues $ 168,512 $ 156,624 $ 328,469 $ 309,798

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
Computation of Basic and Diluted Earnings Per Share	Basic earnings per share is calculated by dividing Net income by the weighted-average number of shares of common stock outstanding. Diluted earnings 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 impact. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income $ 12,726 $ 24,809 $ 13,655 $ 51,697 Basic weighted-average common shares outstanding 71,119 71,716 71,531 71,716 Effect of dilutive stock-based compensation awards 211 64 190 64 Diluted weighted-average common shares outstanding 71,330 71,780 71,721 71,780 Earnings per share, basic $ 0.18 $ 0.35 $ 0.19 $ 0.72 Earnings per share, diluted $ 0.18 $ 0.35 $ 0.19 $ 0.72

Description of Business, Comp26

Description of Business, Company History and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	May 31, 2017
Description of business and basis of presentation [Line Items]
Percentage of ownership by the company	100.00%
Spinoff
Description of business and basis of presentation [Line Items]
Cash transfer made to parent company		$ 650

Business Combination and Good27

Business Combination and Goodwill - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions	Feb. 21, 2018	Jun. 30, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Revenue targets for stock-based compensation awards performance period		3 years
Goodwill		$ 884,480	$ 788,107
Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”)
Business Acquisition [Line Items]
Total acquisition-related costs incurred	$ 4,900
Total acquisition-related costs recorded		$ 4,300
Cash settlement of DI's unvested equity awards	$ 5,700
Purchase price allocation, preliminary fair values measurement period	1 year
Business acquisition, total consideration	$ 160,833
Goodwill	96,373
Business acquisition, Goodwill expected income tax deductible amount	$ 15,100
Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”) | Maximum
Business Acquisition [Line Items]
Stock-based compensation awards granted	25.5

Business Combination and Good28

Business Combination and Goodwill - Acquisition Purchase Price Allocation (Details) - USD ($) $ in Thousands	Feb. 21, 2018	Jun. 30, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Identified intangible assets	$ 71,900
Goodwill		$ 884,480	$ 788,107
Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”)
Business Acquisition [Line Items]
Cash consideration	164,333
Contingent consideration	2,200
Cash settlement of DI's unvested equity awards	(5,700)
Total consideration	160,833
Cash	1,480
Accounts receivable	11,425
Property and equipment	1,215
Other assets	320
Identified intangible assets	71,900
Total assets acquired	86,340
Accounts payable	(2,514)
Deferred tax liability	(14,741)
Other liabilities	(4,625)
Total liabilities assumed	(21,880)
Net identifiable assets	64,460
Goodwill	96,373
Total consideration	$ 160,833

Business Combination and Good29

Business Combination and Goodwill - Acquisition Purchase Price Allocation (Parenthetical) (Details) $ in Thousands	Feb. 21, 2018USD ($)
Business Acquisition [Line Items]
Acquisition-Date Fair Value	$ 71,900
Developed Technology
Business Acquisition [Line Items]
Acquisition-Date Fair Value	$ 39,500
Weighted-Average Amortization Period (in years)	4 years
Customer Relationships
Business Acquisition [Line Items]
Acquisition-Date Fair Value	$ 18,300
Weighted-Average Amortization Period (in years)	4 years
Trade Names
Business Acquisition [Line Items]
Acquisition-Date Fair Value	$ 14,100
Weighted-Average Amortization Period (in years)	10 years
Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”)
Business Acquisition [Line Items]
Additional cash consideration required to be paid to former owners of acquired business	$ 15,000
Revenue targets for contingent consideration performance period	3 years
Cash consideration	$ 164,333
Less: Cash settlement of DI's unvested equity awards	(5,700)
Less: Cash acquired	(1,480)
Less: Net payable working capital adjustment	(185)
Payment for Acquisition, net	156,968
Acquisition-Date Fair Value	71,900
Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”) | Product and Technology
Business Acquisition [Line Items]
Less: Cash settlement of DI's unvested equity awards	3,900
Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”) | Cost of Revenues and Operations
Business Acquisition [Line Items]
Less: Cash settlement of DI's unvested equity awards	1,000
Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”) | Selling and Marketing Expense
Business Acquisition [Line Items]
Less: Cash settlement of DI's unvested equity awards	500
Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”) | General and Administrative Expense
Business Acquisition [Line Items]
Less: Cash settlement of DI's unvested equity awards	$ 300

Business Combination and Good30

Business Combination and Goodwill - Goodwill Activity (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2018USD ($)
Business Combinations [Abstract]
December 31, 2017	$ 788,107
Additions	96,373
June 30, 2018	$ 884,480

Business Combination and Good31

Business Combination and Goodwill - Selected Unaudited Pro Forma Information (Details) - Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Business Acquisition Pro Forma Information [Line Items]
Revenues	$ 168,512	$ 166,597
Net income	$ 13,557	$ 21,488

Business Combination and Good32

Business Combination and Goodwill - Summary of Contributed Revenues and Net Loss (Details) - Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Business Acquisition Pro Forma Information [Line Items]
Revenues	$ 14,510	$ 20,199
Net loss	$ (2,471)	$ (8,137)

Business Combination and Good33

Business Combination and Goodwill - Summary of Contributed Revenues and Net Income (Parenthetical) (Details) - Dealer Inspire ("DI") and Launch Digital Marketing (“LDM”) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Business Acquisition Pro Forma Information [Line Items]
Pre tax incremental intangible asset amortization expense	$ 4.1	$ 5.8
Pre tax acquisition-related costs	$ 0.7
Pre tax cash settlement of DI's unvested equity awards		$ 6.8

Unfavorable Contracts Liabili34

Unfavorable Contracts Liability - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Unfavorable Contracts Liability [Abstract]
Percentage of retail rate charges to affiliates		60.00%
Amortization into Wholesale revenues		$ 5,078	$ 25,200
Unfavorable contracts liability	$ 31,485	31,485	44,085
Unfavorable contracts liability, current	25,200	25,200	$ 25,200
Amortization into Affiliate revenue share	$ 4,400	$ 7,522

Unfavorable Contracts Liabili35

Unfavorable Contracts Liability - Summary of Unfavorable Contracts Liability Activity (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Unfavorable Contracts Liability [Abstract]
Balance at December 31, 2017		$ 44,085
Amortization into Wholesale revenues		(5,078)	$ (25,200)
Amortization into Affiliate revenue share	$ (4,400)	(7,522)
Balance at June 30, 2018	$ 31,485	$ 31,485	$ 44,085

Debt - Additional Information (

Debt - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2018USD ($)
Term Loan
Line Of Credit Facility [Line Items]
Outstanding principal amount	$ 427.5
Effective interest rate	3.90%
Repayment of loan	$ 11.3
Revolving Credit Facility
Line Of Credit Facility [Line Items]
Outstanding principal amount	$ 300
Effective interest rate	3.60%
Repayment of loan	$ 35
Borrowings	165
Share repurchases funding through borrowings	25
Additional amount permitted to borrow	$ 150
Net leverage ratio	3

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Federal statutory rate			21.00%
Provision for income taxes	$ 4,515	$ 2,345	$ 4,779	$ 2,763
Effective tax rate	26.20%	8.60%	25.90%	5.10%

Income Taxes - Summary of Incom

Income Taxes - Summary of Income Tax Expense and Effective Tax Rate (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income tax expense	$ 4,515	$ 2,345	$ 4,779	$ 2,763
Effective tax rate	26.20%	8.60%	25.90%	5.10%

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - Common Stock - USD ($) shares in Millions	1 Months Ended	6 Months Ended
	Mar. 31, 2018	Jun. 30, 2018
Stockholders Equity [Line Items]
Share repurchase program, authorized amount	$ 200,000,000
Share repurchase program, duration	2 years
Share purchased and retired		2
Share purchased and retired, amount		$ 50,000,000

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details)	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share units performance period	3 years
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for issuance under ESPP	21,136
PSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of share units granted	772,000
Weighted-average grant-date fair value | $ / shares	$ 27.40
PSUs | Certain Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of share units granted	632,000
PSUs | Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share units performance period	3 years
Award vesting period	3 years
PSUs | Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share units performance period	2 years
Award vesting period	3 years
PSUs | Minimum | Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share units vesting percentage	0.00%
PSUs | Minimum | Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share units vesting percentage	0.00%
PSUs | Maximum | Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share units vesting percentage	150.00%
PSUs | Maximum | Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share units vesting percentage	200.00%
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of share units granted	479,000
Weighted-average grant-date fair value | $ / shares	$ 26.60
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

Revenues - Additional Informati

Revenues - Additional Information (Details)	6 Months Ended
	Jun. 30, 2018Segment
Revenues [Line Items]
Base subscription contract term	1 year
Percentage of retail rate charges to affiliates	60.00%
Number of operating segments	1
Maximum
Revenues [Line Items]
Original term of contracts	1 year

Revenues - Summary of Revenue D

Revenues - Summary of Revenue Disaggregated by Sales Channel and Major Products and Services (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Disaggregation Of Revenue [Line Items]
Total revenues		$ 168,512	$ 156,624	$ 328,469	$ 309,798
Direct
Disaggregation Of Revenue [Line Items]
Total revenues		115,533	83,273	217,011	166,908
National Advertising
Disaggregation Of Revenue [Line Items]
Total revenues		27,230	28,441	54,048	53,377
Other
Disaggregation Of Revenue [Line Items]
Total revenues		4,095	3,996	8,142	7,670
Retail
Disaggregation Of Revenue [Line Items]
Total revenues		146,858	115,710	279,201	227,955
Wholesale
Disaggregation Of Revenue [Line Items]
Total revenues	[1]	21,654	40,914	49,268	81,843
Online Subscription Advertising
Disaggregation Of Revenue [Line Items]
Total revenues		128,476	120,861	252,253	242,184
Display Advertising
Disaggregation Of Revenue [Line Items]
Total revenues		29,863	25,815	55,886	48,267
Pay Per Lead
Disaggregation Of Revenue [Line Items]
Total revenues		7,479	7,562	15,035	14,811
Other
Disaggregation Of Revenue [Line Items]
Total revenues		$ 2,694	$ 2,386	$ 5,295	$ 4,536
[1]	For information related to related party transactions, see Note 12 (Related Party Transactions).

Earnings Per Share - Computatio

Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Earnings Per Share [Abstract]
Net income	$ 12,726	$ 24,809	$ 13,655	$ 51,697
Basic weighted-average common shares outstanding	71,119	71,716	71,531	71,716
Effect of dilutive stock-based compensation awards	211	64	190	64
Diluted weighted-average common shares outstanding	71,330	71,780	71,721	71,780
Earnings per share, basic	$ 0.18	$ 0.35	$ 0.19	$ 0.72
Earnings per share, diluted	$ 0.18	$ 0.35	$ 0.19	$ 0.72

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
		Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Related Party Transactions [Abstract]
Transactions with former parent during the period	[1]		$ (2,683)
Related party revenue generated from commercial agreement with TEGNA		$ 1,300		$ 3,400
[1]	For information related to related party transactions, see Note 12 (Related Party Transactions).