Cars.com (CARS) 10-Q 10 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 30, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Trading Symbol	CARS
Entity Registrant Name	Cars.com Inc.
Entity Central Index Key	0001683606
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		66,626,608

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 28,340	$ 25,463
Accounts receivable, net	95,592	108,921
Prepaid expenses	7,417	9,264
Other current assets	9,523	10,289
Total current assets	140,872	153,937
Property and equipment, net	40,548	41,482
Goodwill	885,049	884,449
Intangible assets, net	1,486,318	1,510,410
Investments and other assets	27,479	10,271
Total assets	2,580,266	2,600,549
Current liabilities:
Accounts payable	12,131	11,631
Accrued compensation	12,746	16,821
Unfavorable contracts liability	12,585	18,885
Current portion of long-term debt	29,667	26,853
Other accrued liabilities	52,827	36,520
Total current liabilities	119,956	110,710
Noncurrent liabilities:
Long-term debt	652,178	665,306
Deferred tax liability	175,346	177,916
Other noncurrent liabilities	40,116	19,694
Total noncurrent liabilities	867,640	862,916
Total liabilities	987,596	973,626
Commitments and contingencies
Stockholders' equity:
Preferred Stock at par, $0.01 par value; 5,000 shares authorized; no shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
Common Stock at par, $0.01 par value; 300,000 shares authorized; 67,455 and 68,262 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively	675	683
Additional paid-in capital	1,510,057	1,508,001
Retained earnings	89,217	118,239
Accumulated other comprehensive loss	(7,279)
Total stockholders' equity	1,592,670	1,626,923
Total liabilities and stockholders' equity	$ 2,580,266	$ 2,600,549

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
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	67,455,000	68,262,000
Common stock, shares outstanding	67,455,000	68,262,000

Consolidated Statements of (Los

Consolidated Statements of (Loss) Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues:
Total revenues	$ 154,198	$ 159,957
Operating expenses:
Cost of revenues and operations	25,579	17,985
Product and technology	17,863	17,908
Marketing and sales	60,343	65,407
General and administrative	23,888	24,270
Affiliate revenue share	2,454	3,283
Depreciation and amortization	28,125	23,938
Total operating expenses	158,252	152,791
Operating (expense) income	(4,054)	7,166
Nonoperating (expense) income:
Interest expense, net	(7,566)	(5,957)
Other income (expense), net	119	(16)
Total nonoperating expense, net	(7,447)	(5,973)
(Loss) income before income taxes	(11,501)	1,193
Income tax (benefit) expense	(2,470)	264
Net (loss) income	$ (9,031)	$ 929
Weighted-average common shares outstanding:
Basic	67,584	71,952
Diluted	67,584	72,122
(Loss) earnings per share:
Basic	$ (0.13)	$ 0.01
Diluted	$ (0.13)	$ 0.01
Retail
Revenues:
Total revenues	$ 139,338	$ 132,343
Wholesale
Revenues:
Total revenues	$ 14,860	$ 27,614

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands		Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Balance at Dec. 31, 2017		$ 1,679,128	$ 0	$ 716	$ 1,501,830	$ 176,582
Balance, Shares at Dec. 31, 2017			0	71,628
Net (loss) income		929	$ 0	$ 0	0	929
Shares issued in connection with stock-based compensation plans, net		(617)	0	$ 1	(618)	0
Shares issued in connection with stock-based compensation plans, net, Shares				62
Stock-based compensation expense		1,600	0	$ 0	1,600	0
Transactions with TEGNA, net	[1]	(2,683)	0	$ 2	(2,685)	0
Transactions with TEGNA, net, Shares	[1]			175
Balance at Mar. 31, 2018		1,678,357	$ 0	$ 719	1,500,127	177,511
Balance, Shares at Mar. 31, 2018			0	71,865
Balance at Dec. 31, 2018		$ 1,626,923	$ 0	$ 683	1,508,001	118,239	$ 0
Balance, Shares at Dec. 31, 2018		68,262	0	68,262
Net (loss) income		$ (9,031)	$ 0	$ 0	0	(9,031)	0
Other comprehensive loss, net		(7,279)	0	0	0	0	(7,279)
Repurchases of common stock		(20,000)	0	$ (9)	0	(19,991)	0
Repurchases of common stock, Shares				(881)
Shares issued in connection with stock-based compensation plans, net		(743)	0	$ 1	(744)	0	0
Shares issued in connection with stock-based compensation plans, net, Shares				62
Stock-based compensation expense		2,981	0	$ 0	2,981	0	0
Transactions with TEGNA, net	[1]	(181)	0	$ 0	(181)	0	0
Transactions with TEGNA, net, Shares	[1]			12
Balance at Mar. 31, 2019		$ 1,592,670	$ 0	$ 675	$ 1,510,057	$ 89,217	$ (7,279)
Balance, Shares at Mar. 31, 2019		67,455	0	67,455
[1]	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.

Consolidated Statements of Comp

Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement Of Income And Comprehensive Income [Abstract]
Net (loss) income	$ (9,031)	$ 929
Other comprehensive loss, net of tax:
Interest rate swap	(7,279)	0
Total other comprehensive loss	(7,279)	0
Comprehensive (loss) income	$ (16,310)	$ 929

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net (loss) income	$ (9,031)	$ 929
Adjustments to reconcile Net (loss) income to Net cash provided by operating activities:
Depreciation	4,033	2,761
Amortization of intangible assets	24,092	21,177
Amortization of unfavorable contracts liability	(6,300)	(6,300)
Stock-based compensation expense	2,981	1,600
Deferred income taxes	(2,570)	160
Provision for doubtful accounts	1,055	995
Amortization of debt issuance costs	311	317
Other, net	(9)	129
Changes in operating assets and liabilities
Accounts receivable	12,274	3,208
Prepaid expenses	1,847	(5,691)
Other current assets	886	(1,027)
Other assets	(17,208)	643
Accounts payable	574	518
Accrued compensation	(4,075)	(5,148)
Other accrued liabilities	14,087	13,839
Other noncurrent liabilities	15,442	(1,449)
Net cash provided by operating activities	38,389	26,661
Cash flows from investing activities:
Purchase of property and equipment	(3,363)	(2,513)
Payment for Acquisition, net	0	(156,968)
Other, net	(600)	0
Net cash used in investing activities	(3,963)	(159,481)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	0	165,000
Payments of long-term debt	(10,625)	(40,625)
Stock-based compensation plans, net	(743)	(617)
Repurchases of common stock	(20,000)	0
Transactions with TEGNA, net	(181)	0
Net cash (used in) provided by financing activities	(31,549)	123,758
Net increase (decrease) in cash and cash equivalents	2,877	(9,062)
Cash and cash equivalents at beginning of period	25,463	20,563
Cash and cash equivalents at end of period	28,340	11,501
Supplemental cash flow information:
Cash paid for income taxes, net of refunds	38	293
Cash paid for interest	$ 7,413	$ 5,552

Description of Business, Compan

Description of Business, Company History and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Description of Business, Company History and Summary of Significant Accounting Policies	NOTE 1. Description of Business, Company History and Summary of Significant Accounting Policies Description of Business. Cars.com is a leading two-sided digital automotive marketplace that connects car shoppers with sellers and manufacturers (“OEM”s), empowering shoppers with the resources and information to make informed buying decisions. The Company’s portfolio of brands includes Cars.com, Dealer Inspire and DealerRater, in addition to Auto.com, PickupTrucks.com and NewCars.com. Dealer Inspire and DealerRater provide digital solutions for car dealers, including cutting-edge dealer websites, technology and reputation management solutions that improve automotive selling for local dealerships and national OEM brands. In a rapidly changing market, Cars.com enables dealerships and OEMs with innovative technical solutions and data-driven intelligence to better reach and influence ready-to-buy shoppers, increase inventory turn and gain market share. Company History. 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”). 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. In February 2018, the Company acquired all of the outstanding stock of Dealer Inspire Inc., an innovative technology leader providing progressive dealer websites, digital retailing and messaging platform products, and substantially all of the net assets of Launch Digital Marketing LLC, a provider of digital marketing services, including paid, organic, social and creative services (collectively, the “Acquisition”). The post-Acquisition business related to Dealer Inspire, Inc. and Launch Digital Marketing LLC is referred to collectively as “Dealer Inspire”. Basis of Presentation . These accompanying unaudited interim Consolidated Financial Statements (“Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated and Combined Financial Statements and the notes thereto for the year ended December 31, 2018, which are included in the Company's Annual Report on Form 10-K dated February 28, 2019 (the “December 31, 2018 Financial Statements”). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2018 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three months ended March 31, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019. Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Principles of Consolidation . The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation. Reclassifications . Historically, certain costs related to severance, transformation and other exit costs; costs associated with the stockholder activist campaign; transaction-related costs and the write-off of long-lived assets were reflected in various operating expense line items in the Consolidated Statements of (Loss) Income. Beginning on January 1, 2019, these costs are reflected within General and administrative expenses. Therefore, certain prior year balances have been reclassified to conform to the current year presentation and are summarized as follows (in thousands): Three Months Ended March 31, 2018 As Reported Adjustments As Adjusted Cost of revenues and operations $ 19,086 $ (1,101 ) $ 17,985 Product and technology 22,333 (4,425 ) 17,908 Marketing and sales 66,035 (628 ) 65,407 General and administrative 18,116 6,154 24,270 Affiliate revenue share 3,283 — 3,283 Depreciation and amortization 23,938 — 23,938 Total operating expenses $ 152,791 $ — $ 152,791

Recent Accounting Pronouncement

Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Recent Accounting Pronouncements	NOTE 2. Recent Accounting Pronouncements Cloud Computing Arrangements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , aligning the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The new guidance is effective for the Company on January 1, 2020 and early adoption is permitted. The Company is currently evaluating this new guidance and does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures. Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU 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 Financial Statements and related disclosures. Leases. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current U.S. GAAP. The new guidance requires a lessee to recognize a liability to make lease payments (the “lease liability”) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The Company adopted ASU 2016-02 in the first quarter of 2019 utilizing the modified retrospective transition approach for leases existing at, or entered into after, the beginning of the first quarter of 2019 and did not recast the comparative periods presented in the Consolidated Financial Statements upon adoption. The Company elected the ‘package of practical expedients’ and did not reassess its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the short-term lease recognition exemption for all leases that qualify and did not recognize right-of-use assets or lease liabilities for those leases. The Company’s lease agreements are principally related to real estate. The adoption of ASU 2016-02 resulted in the recognition of operating lease assets of $18.2 million and $35.0 million in operating lease liabilities on its Consolidated Balance Sheets. The difference between the operating lease assets and the operating lease liabilities is primarily due to a lease incentive received in 2017 related to the 300 South Riverside Lease in Chicago, Illinois. There was no material impact to its Consolidated Statements of (Loss) Income and Consolidated Statements of Cash Flows. For further information, see Note 11 (Leases).

Revenues

Revenues	3 Months Ended
	Mar. 31, 2019
Revenue From Contract With Customer [Abstract]
Revenues	NOTE 3. Revenues 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 March 31, Sales channel 2019 2018 Direct $ 115,094 $ 101,478 National advertising 20,295 26,818 Other 3,949 4,047 Retail 139,338 132,343 Wholesale 14,860 27,614 Total revenues $ 154,198 $ 159,957 Major products and services Subscription advertising and digital solutions $ 121,314 $ 123,777 Display advertising 22,289 26,023 Pay per lead 7,934 7,556 Other 2,661 2,601 Total revenues $ 154,198 $ 159,957

Debt

Debt	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Debt	NOTE 4. Debt As of March 31, 2019, the Company is in compliance with the covenants under its credit agreement. Term Loan. As of March 31, 2019, the outstanding principal amount under the Term Loan was $410.6 million and the interest rate in effect was 4.3%, including the impact of the interest rate swap discussed in Note 5 (Interest Rate Swap). During the three months ended March 31, 2019, the Company made $5.6 million in mandatory quarterly Term Loan payments. Revolving Loan. As of March 31, 2019, the outstanding borrowings under the Revolving Loan were $275.0 million and the interest rate in effect was 4.1%. During the three months ended March 31, 2019, the Company made $5.0 million in voluntary Revolving Loan payments. As of March 31, 2019, $175.0 million was available to borrow under the Revolving Loan. The Company’s borrowings are limited by its net leverage ratio, which is calculated in accordance with the credit agreement and was 3.0 to 1.0 as of March 31, 2019. Fair Value. The Company’s debt is classified as Level 2 in the fair value hierarchy and the fair value is measured based on comparable trading prices, ratings, sectors, coupons and maturities of similar instruments. The carrying amount of the Company’s debt approximated the fair value as of March 31, 2019.

Interest Rate Swap

Interest Rate Swap	3 Months Ended
	Mar. 31, 2019
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Interest Rate Swap	NOTE 5. Interest Rate Swap The interest rate on borrowings under the Company’s Term Loan is floating and, therefore, subject to fluctuations. In order to manage the risk associated with changes in interest rates on its borrowing under the Term Loan, the Company entered into an interest rate swap (the “Swap”) effective December 31, 2018. Under the terms of the Swap, the Company is locked into a fixed rate of interest of 2.96% plus an applicable margin, as defined in the Credit Agreement, on a notional amount of $300 million. The Swap is designated as a cash flow hedge of interest rate risk. As of March 31, 2019, the fair value of the Swap was an unrealized loss of $7.3 million, of which $2.3 million and $5.0 million is recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the three months ended March 31, 2019, $0.3 million was reclassified from Accumulated other comprehensive (loss) into Interest expense, net.

Unfavorable Contracts Liability

Unfavorable Contracts Liability	3 Months Ended
	Mar. 31, 2019
Unfavorable Contracts Liability [Abstract]
Unfavorable Contracts Liability	NOTE 6. 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 (Belo Corporation (“Belo”), The McClatchy Company (“McClatchy”), tronc, inc. (“tronc”), and the Washington Post). Under the affiliate agreements, affiliates have the exclusive right to sell and price Cars.com’s products 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 Statements of (Loss) 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. The Unfavorable contracts liability is being amortized on a straight-line basis over the five year contract period. Prior to the affiliate conversions discussed below, the Company recognized $25.2 million of Wholesale revenues with a corresponding reduction of the Unfavorable contracts liability on an annual basis. As of March 31, 2019 and December 31, 2018, the Unfavorable contracts liability was $12.6 million and $18.9 million, respectively, and is recorded in Current liabilities on the Consolidated Balance Sheets. The Company has amended three of its affiliate agreements ( McClatchy, tronc, and the Washington Post The Company no longer records the amortization of the Unfavorable contracts liability associated with the converted markets to revenues as the Company now recognizes this direct revenue at retail rates. The amortization of the Unfavorable contracts liability is now recorded as a reduction of Affiliate revenue share expense within Operating expenses in the Consolidated Statements of (Loss) Income. Therefore, during the three months ended March 31, 2019, the Company recorded $5.8 million as a reduction to Affiliate revenue share expense, rather than Wholesale revenues, in the Consolidated Statements of (Loss) Income. The reduction to Affiliate revenue share expense was partially offset by the fees associated with the marketing support and transition services. The Company’s Unfavorable contracts liability activity for the three months ended March 31, 2019 is as follows (in thousands): Balance at December 31, 2018 $ 18,885 Amortization into Wholesale revenues (1) (466 ) Amortization into Affiliate revenue share expense (2) (5,834 ) Balance at March 31, 2019 $ 12,585 (1) Amount represents the amortization of the Unfavorable contracts liability related to the remaining affiliate agreement (Belo) into Wholesale in the Consolidated Statements of (Loss) Income. (2) Amount represents the amortization of the Unfavorable contracts liability related to the converted McClatchy, tronc and Washington Post affiliate Consolidated Statements of (Loss) Income

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
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	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Stockholders’ Equity	NOTE 8. Stockholders’ Equity In March 2018, the Company’s Board of Directors authorized a stock repurchase program to acquire up to $200 million of the Company’s common stock. The Company may repurchase stock 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 stock 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 three months ended March 31

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-Based Compensation	NOTE 9. Stock-Based Compensation Performance Stock Units (“PSUs”). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. During the three months ended March 31, 2019, the Company granted 207,000 PSUs at a weighted average grant date fair value of $24.02 per unit. These PSUs require continued employee service. The percentage of PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s future performance related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization targets over a three-year performance period. These PSUs are subject to cliff vesting at the end of the three-year performance period. Restricted Stock 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. These RSU’s are subject to graded vesting, generally ranging between one and three years and the fair value of the RSUs is equal to the Company’s common stock price on the date of grant. During the three months ended March 31, 2019, the Company granted 477,000 RSUs at a weighted-average grant-date fair value of $24.02 per unit.

(Loss) Earnings Per Share

(Loss) Earnings Per Share	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
(Loss) Earnings Per Share	NOTE 10. (Loss) Earnings Per Share Basic (loss) earnings per share is calculated by dividing Net (loss) income by the weighted-average number of shares of common stock outstanding. Diluted (Loss) 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. The computation of (loss) earnings per share is as follows (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Net (loss) income $ (9,031 ) $ 929 Basic weighted-average common shares outstanding 67,584 71,952 Effect of dilutive stock-based compensation awards (1) — 170 Diluted weighted-average common shares outstanding 67,584 72,122 (Loss) earnings per share, basic $ (0.13 ) $ 0.01 (Loss) earnings per share, diluted (0.13 ) 0.01 (1) There were 0.3 million potential common shares excluded from diluted weighted-average shares outstanding for the three months ended March 31, 2019, as their inclusion would have had an anti-dilutive effect.

Leases

Leases	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Leases	NOTE 11. Leases Leases. The Company is obligated as a lessee under certain non-cancelable operating leases for office space, and is also obligated to pay insurance, maintenance and other executory costs associated with the leases. As of March 31, 2019, Cars.com’s scheduled future minimum lease payments under operating leases having initial or remaining noncancelable lease terms of more than one year, were as follows (in thousands): Remaining nine months of 2019 $ 2,735 2020 4,368 2021 4,014 2022 3,751 2023 3,850 Thereafter 35,117 Total minimum lease payments 53,835 Less: Imputed interest (1) (19,411 ) Present value of the minimum lease payments 34,424 Less: Current maturities of lease obligations (1,494 ) Long-term lease obligations $ 32,930 (1) The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available from the Company’s lessors. Therefore, in order to discount lease payments to present value, the Company has estimated its incremental borrowing rate based on information available at either the lease transition date (for those leases that commenced prior to January 1, 2019) or the lease commencement date (for those leases that commenced after January 1, 2019). As of March 31, 2019, the Company’s operating lease assets and liabilities were $17.9 million and $34.4 million, respectively. The difference between the operating lease assets and the operating lease liabilities is primarily due to a lease incentive received in 2017 related to the 300 South Riverside Lease in Chicago, Illinois. Other information related to the Company’s operating leases for the three months ended March 31, 2019 is as follows (in thousands, except percentage): Income statement information: Operating lease cost $ 958 Short-term lease cost 381 Variable lease cost 994 Total lease cost $ 2,333 Other information: Cash paid for operating leases $ 1,224 Weighted-average remaining lease term (in months) 139 Weighted-average discount rate 7.4 %

Description of Business, Comp_2

Description of Business, Company History and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation . These accompanying unaudited interim Consolidated Financial Statements (“Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated and Combined Financial Statements and the notes thereto for the year ended December 31, 2018, which are included in the Company's Annual Report on Form 10-K dated February 28, 2019 (the “December 31, 2018 Financial Statements”). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2018 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three months ended March 31, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019.
Use of Estimates	Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.
Principles of Consolidation	Principles of Consolidation . The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.
Reclassifications	Reclassifications . Historically, certain costs related to severance, transformation and other exit costs; costs associated with the stockholder activist campaign; transaction-related costs and the write-off of long-lived assets were reflected in various operating expense line items in the Consolidated Statements of (Loss) Income. Beginning on January 1, 2019, these costs are reflected within General and administrative expenses. Therefore, certain prior year balances have been reclassified to conform to the current year presentation and are summarized as follows (in thousands): Three Months Ended March 31, 2018 As Reported Adjustments As Adjusted Cost of revenues and operations $ 19,086 $ (1,101 ) $ 17,985 Product and technology 22,333 (4,425 ) 17,908 Marketing and sales 66,035 (628 ) 65,407 General and administrative 18,116 6,154 24,270 Affiliate revenue share 3,283 — 3,283 Depreciation and amortization 23,938 — 23,938 Total operating expenses $ 152,791 $ — $ 152,791
Recent Accounting Pronouncements	Recent Accounting Pronouncements Cloud Computing Arrangements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , aligning the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The new guidance is effective for the Company on January 1, 2020 and early adoption is permitted. The Company is currently evaluating this new guidance and does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures. Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU 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 Financial Statements and related disclosures. Leases. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current U.S. GAAP. The new guidance requires a lessee to recognize a liability to make lease payments (the “lease liability”) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The Company adopted ASU 2016-02 in the first quarter of 2019 utilizing the modified retrospective transition approach for leases existing at, or entered into after, the beginning of the first quarter of 2019 and did not recast the comparative periods presented in the Consolidated Financial Statements upon adoption. The Company elected the ‘package of practical expedients’ and did not reassess its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the short-term lease recognition exemption for all leases that qualify and did not recognize right-of-use assets or lease liabilities for those leases. The Company’s lease agreements are principally related to real estate. The adoption of ASU 2016-02 resulted in the recognition of operating lease assets of $18.2 million and $35.0 million in operating lease liabilities on its Consolidated Balance Sheets. The difference between the operating lease assets and the operating lease liabilities is primarily due to a lease incentive received in 2017 related to the 300 South Riverside Lease in Chicago, Illinois. There was no material impact to its Consolidated Statements of (Loss) Income and Consolidated Statements of Cash Flows. For further information, see Note 11 (Leases).

Description of Business, Comp_3

Description of Business, Company History and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Reclassification of Prior Year Balances	Historically, certain costs related to severance, transformation and other exit costs; costs associated with the stockholder activist campaign; transaction-related costs and the write-off of long-lived assets were reflected in various operating expense line items in the Consolidated Statements of (Loss) Income. Beginning on January 1, 2019, these costs are reflected within General and administrative expenses. Therefore, certain prior year balances have been reclassified to conform to the current year presentation and are summarized as follows (in thousands): Three Months Ended March 31, 2018 As Reported Adjustments As Adjusted Cost of revenues and operations $ 19,086 $ (1,101 ) $ 17,985 Product and technology 22,333 (4,425 ) 17,908 Marketing and sales 66,035 (628 ) 65,407 General and administrative 18,116 6,154 24,270 Affiliate revenue share 3,283 — 3,283 Depreciation and amortization 23,938 — 23,938 Total operating expenses $ 152,791 $ — $ 152,791

Revenues (Tables)

Revenues (Tables)	3 Months Ended
	Mar. 31, 2019
Revenue From Contract With Customer [Abstract]
Schedule of Revenue Disaggregated by Sales Channel and Major Products and Services	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 March 31, Sales channel 2019 2018 Direct $ 115,094 $ 101,478 National advertising 20,295 26,818 Other 3,949 4,047 Retail 139,338 132,343 Wholesale 14,860 27,614 Total revenues $ 154,198 $ 159,957 Major products and services Subscription advertising and digital solutions $ 121,314 $ 123,777 Display advertising 22,289 26,023 Pay per lead 7,934 7,556 Other 2,661 2,601 Total revenues $ 154,198 $ 159,957

Unfavorable Contracts Liabili_2

Unfavorable Contracts Liability (Tables)	3 Months Ended
	Mar. 31, 2019
Unfavorable Contracts Liability [Abstract]
Summary of Unfavorable Contracts Liability Activity	The Company’s Unfavorable contracts liability activity for the three months ended March 31, 2019 is as follows (in thousands): Balance at December 31, 2018 $ 18,885 Amortization into Wholesale revenues (1) (466 ) Amortization into Affiliate revenue share expense (2) (5,834 ) Balance at March 31, 2019 $ 12,585 (1) Amount represents the amortization of the Unfavorable contracts liability related to the remaining affiliate agreement (Belo) into Wholesale in the Consolidated Statements of (Loss) Income. (2) Amount represents the amortization of the Unfavorable contracts liability related to the converted McClatchy, tronc and Washington Post affiliate Consolidated Statements of (Loss) Income

(Loss) Earnings Per Share (Tabl

(Loss) Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Computation of (Loss) Earnings Per Share	The computation of (loss) earnings per share is as follows (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Net (loss) income $ (9,031 ) $ 929 Basic weighted-average common shares outstanding 67,584 71,952 Effect of dilutive stock-based compensation awards (1) — 170 Diluted weighted-average common shares outstanding 67,584 72,122 (Loss) earnings per share, basic $ (0.13 ) $ 0.01 (Loss) earnings per share, diluted (0.13 ) 0.01 (1) There were 0.3 million potential common shares excluded from diluted weighted-average shares outstanding for the three months ended March 31, 2019, as their inclusion would have had an anti-dilutive effect.

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Scheduled Future Minimum Lease Payments Under Operating Leases	As of March 31, 2019, Cars.com’s scheduled future minimum lease payments under operating leases having initial or remaining noncancelable lease terms of more than one year, were as follows (in thousands): Remaining nine months of 2019 $ 2,735 2020 4,368 2021 4,014 2022 3,751 2023 3,850 Thereafter 35,117 Total minimum lease payments 53,835 Less: Imputed interest (1) (19,411 ) Present value of the minimum lease payments 34,424 Less: Current maturities of lease obligations (1,494 ) Long-term lease obligations $ 32,930 (1) The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available from the Company’s lessors. Therefore, in order to discount lease payments to present value, the Company has estimated its incremental borrowing rate based on information available at either the lease transition date (for those leases that commenced prior to January 1, 2019) or the lease commencement date (for those leases that commenced after January 1, 2019).
Other Information Related to Operating Leases	Other information related to the Company’s operating leases for the three months ended March 31, 2019 is as follows (in thousands, except percentage): Income statement information: Operating lease cost $ 958 Short-term lease cost 381 Variable lease cost 994 Total lease cost $ 2,333 Other information: Cash paid for operating leases $ 1,224 Weighted-average remaining lease term (in months) 139 Weighted-average discount rate 7.4 %

Description of Business, Comp_4

Description of Business, Company History and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	May 31, 2017	Mar. 31, 2019
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
TEGNA Inc | Spinoff
Description of business and basis of presentation [Line Items]
Date of separation	May 31, 2017

Description of Business, Comp_5

Description of Business, Company History and Summary of Significant Accounting Policies - Summary of Reclassification of Prior Year Balances (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Accounting Policies [Abstract]
Cost of revenues and operations		$ 19,086
Product and technology		22,333
Marketing and sales		66,035
General and administrative		18,116
Affiliate revenue share	$ 2,454	3,283
Depreciation and amortization	28,125	23,938
Total operating expenses	158,252	152,791
Cost of revenues and operations		(1,101)
Product and technology		(4,425)
Marketing and sales		(628)
General and administrative		6,154
Affiliate revenue share		0
Depreciation and amortization		0
Total operating expenses		0
Cost of revenues and operations	25,579	17,985
Product and technology	17,863	17,908
Marketing and sales	60,343	65,407
General and administrative	$ 23,888	$ 24,270

Recent Accounting Pronounceme_2

Recent Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
Accounting Policies [Abstract]
Operating lease assets	$ 17,900	$ 18,200
Operating lease liabilities	$ 34,424	$ 35,000

Revenues - Additional Informati

Revenues - Additional Information (Details)	3 Months Ended
	Mar. 31, 2019Segment
Revenue From Contract With Customer [Abstract]
Number of operating segments	1

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
	Mar. 31, 2019	Mar. 31, 2018
Disaggregation Of Revenue [Line Items]
Total revenues	$ 154,198	$ 159,957
Direct
Disaggregation Of Revenue [Line Items]
Total revenues	115,094	101,478
National Advertising
Disaggregation Of Revenue [Line Items]
Total revenues	20,295	26,818
Other
Disaggregation Of Revenue [Line Items]
Total revenues	3,949	4,047
Retail
Disaggregation Of Revenue [Line Items]
Total revenues	139,338	132,343
Wholesale
Disaggregation Of Revenue [Line Items]
Total revenues	14,860	27,614
Subscription Advertising and Digital Solutions
Disaggregation Of Revenue [Line Items]
Total revenues	121,314	123,777
Display Advertising
Disaggregation Of Revenue [Line Items]
Total revenues	22,289	26,023
Pay Per Lead
Disaggregation Of Revenue [Line Items]
Total revenues	7,934	7,556
Other
Disaggregation Of Revenue [Line Items]
Total revenues	$ 2,661	$ 2,601

Debt - Additional Information (

Debt - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019USD ($)
Term Loan
Line Of Credit Facility [Line Items]
Outstanding principal amount	$ 410.6
Effective interest rate	4.30%
Repayment of loan	$ 5.6
Revolving Credit Facility
Line Of Credit Facility [Line Items]
Outstanding principal amount	$ 275
Effective interest rate	4.10%
Repayment of loan	$ 5
Amount available to borrow	$ 175
Net leverage ratio	3.00%

Interest Rate Swap - Additional

Interest Rate Swap - Additional Information (Details)	3 Months Ended
	Mar. 31, 2019USD ($)
Derivative [Line Items]
Reclassified from accumulated other comprehensive (loss) into Interest expense, net	$ (300,000)
Swap | Designated as Hedging Instrument | Cash Flow Hedging
Derivative [Line Items]
Fixed rate of interest	2.96%
Notional amount	$ 300,000,000
Unrealized loss of fair value	7,300,000
Swap | Other Accrued Liabilities | Designated as Hedging Instrument | Cash Flow Hedging
Derivative [Line Items]
Unrealized loss of fair value	2,300,000
Swap | Other Noncurrent Liabilities | Designated as Hedging Instrument | Cash Flow Hedging
Derivative [Line Items]
Unrealized loss of fair value	$ 5,000,000

Unfavorable Contracts Liabili_3

Unfavorable Contracts Liability - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2017	Dec. 31, 2018
Unfavorable Contracts Liability [Abstract]
Percentage of retail rate charges to affiliates	60.00%
Unfavorable contract liability amortization period	5 years
Amortization into Wholesale revenues	$ 466	$ 25,200
Unfavorable contracts liability	12,585		$ 18,885
Amortization into Affiliate revenue share expense	$ 5,834

Unfavorable Contracts Liabili_4

Unfavorable Contracts Liability - Summary of Unfavorable Contracts Liability Activity (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2017
Unfavorable Contracts Liability [Abstract]
Balance at December 31, 2018	$ 18,885
Amortization into Wholesale revenues	(466)	$ (25,200)
Amortization into Affiliate revenue share expense	(5,834)
Balance at March 31, 2019	$ 12,585

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - Common Stock - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Stockholders' Equity [Line Items]
Stock repurchase program, authorized amount	$ 200,000,000		$ 200,000,000
Stock repurchase program, duration	2 years
Stock purchased and retired		900,000	0
Stock purchased and retired, amount		$ 20,000,000	$ 0

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details)	3 Months Ended
	Mar. 31, 2019$ / sharesshares
PSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of share units granted | shares	207,000
Weighted-average grant-date fair value | $ / shares	$ 24.02
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 | Minimum | Tranche One
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	200.00%
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of share units granted | shares	477,000
Weighted-average grant-date fair value | $ / shares	$ 24.02
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	3 years

(Loss) Earnings Per Share - Com

(Loss) Earnings Per Share - Computation of (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings Per Share [Abstract]
Net (loss) income	$ (9,031)	$ 929
Basic weighted-average common shares outstanding	67,584	71,952
Effect of dilutive stock-based compensation awards	0	170
Diluted weighted-average common shares outstanding	67,584	72,122
(Loss) earnings per share, basic	$ (0.13)	$ 0.01
(Loss) earnings per share, diluted	$ (0.13)	$ 0.01

(Loss) Earnings Per Share - C_2

(Loss) Earnings Per Share - Computation of (Loss) Earnings Per Share (Parenthetical) (Details) shares in Millions	3 Months Ended
	Mar. 31, 2019shares
Earnings Per Share [Abstract]
Potential common shares excluded from diluted weighted-average shares outstanding	0.3

Leases - Scheduled Future Minim

Leases - Scheduled Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
Leases [Abstract]
Remaining nine months of 2019	$ 2,735
2020	4,368
2021	4,014
2022	3,751
2023	3,850
Thereafter	35,117
Total minimum lease payments	53,835
Less: Imputed interest	(19,411)
Present value of the minimum lease payments	34,424	$ 35,000
Less: Current maturities of lease obligations	(1,494)
Long-term lease obligations	$ 32,930

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
Leases [Abstract]
Operating lease assets	$ 17,900	$ 18,200
Operating lease liabilities	$ 34,424	$ 35,000

Leases - Other Information Rela

Leases - Other Information Related to Operating Leases (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Income statement information:
Operating lease cost	$ 958
Short-term lease cost	381
Variable lease cost	994
Total lease cost	2,333
Other information:
Cash paid for operating leases	$ 1,224
Weighted-average remaining lease term (in months)	139 months
Weighted-average discount rate	7.40%