Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Trading Symbol | CARS | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Cars.com Inc. | |
Entity Central Index Key | 0001683606 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37869 | |
Entity Tax Identification Number | 81-3693660 | |
Entity Address, Address Line One | 300 S. Riverside Plaza | |
Entity Address, Address Line Two | Suite 1000 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 312 | |
Local Phone Number | 601-5000 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 66,671,855 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 9,539 | $ 25,463 |
Accounts receivable, net | 95,197 | 108,921 |
Prepaid expenses | 7,916 | 9,264 |
Other current assets | 192 | 10,289 |
Total current assets | 112,844 | 153,937 |
Property and equipment, net | 40,981 | 41,482 |
Goodwill | 885,049 | 884,449 |
Intangible assets, net | 1,461,697 | 1,510,410 |
Investments and other assets | 26,821 | 10,271 |
Total assets | 2,527,392 | 2,600,549 |
Current liabilities: | ||
Accounts payable | 13,466 | 11,631 |
Accrued compensation | 10,590 | 16,821 |
Unfavorable contracts liability | 6,285 | 18,885 |
Current portion of long-term debt | 32,495 | 26,853 |
Other accrued liabilities | 49,682 | 36,520 |
Total current liabilities | 112,518 | 110,710 |
Noncurrent liabilities: | ||
Long-term debt | 644,046 | 665,306 |
Deferred tax liability | 159,656 | 177,916 |
Other noncurrent liabilities | 42,024 | 19,694 |
Total noncurrent liabilities | 845,726 | 862,916 |
Total liabilities | 958,244 | 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 June 30, 2019 and December 31, 2018, respectively | ||
Common Stock at par, $0.01 par value; 300,000 shares authorized; 66,672 and 68,262 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 667 | 683 |
Additional paid-in capital | 1,513,852 | 1,508,001 |
Retained earnings | 63,200 | 118,239 |
Accumulated other comprehensive loss | (8,571) | 0 |
Total stockholders' equity | 1,569,148 | 1,626,923 |
Total liabilities and stockholders' equity | $ 2,527,392 | $ 2,600,549 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 66,672,000 | 68,262,000 |
Common stock, shares outstanding | 66,672,000 | 68,262,000 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | ||||
Total revenue | $ 148,207 | $ 168,512 | $ 302,405 | $ 328,469 |
Operating expenses: | ||||
Cost of revenue and operations | 24,319 | 22,500 | 49,898 | 40,485 |
Product and technology | 15,339 | 17,691 | 33,202 | 35,599 |
Marketing and sales | 53,740 | 58,936 | 114,083 | 124,343 |
General and administrative | 21,963 | 14,303 | 45,851 | 38,573 |
Affiliate revenue share | 2,176 | 3,813 | 4,630 | 7,096 |
Depreciation and amortization | 29,666 | 26,712 | 57,791 | 50,650 |
Total operating expenses | 147,203 | 143,955 | 305,455 | 296,746 |
Operating income (loss) | 1,004 | 24,557 | (3,050) | 31,723 |
Nonoperating (expense) income: | ||||
Interest expense, net | (7,711) | (7,343) | (15,277) | (13,300) |
Other income, net | 9 | 27 | 128 | 11 |
Total nonoperating expense, net | (7,702) | (7,316) | (15,149) | (13,289) |
(Loss) income before income taxes | (6,698) | 17,241 | (18,199) | 18,434 |
Income tax (benefit) expense | (672) | 4,515 | (3,142) | 4,779 |
Net (loss) income | $ (6,026) | $ 12,726 | $ (15,057) | $ 13,655 |
Weighted-average common shares outstanding: | ||||
Basic | 66,779 | 71,119 | 67,181 | 71,531 |
Diluted | 66,779 | 71,330 | 67,181 | 71,721 |
(Loss) earnings per share: | ||||
Basic | $ (0.09) | $ 0.18 | $ (0.22) | $ 0.19 |
Diluted | $ (0.09) | $ 0.18 | $ (0.22) | $ 0.19 |
Retail | ||||
Revenue: | ||||
Total revenue | $ 134,110 | $ 146,858 | $ 273,448 | $ 279,201 |
Wholesale | ||||
Revenue: | ||||
Total revenue | $ 14,097 | $ 21,654 | $ 28,957 | $ 49,268 |
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 | $ 0 | |
Balance, Shares at Dec. 31, 2017 | 0 | 71,628 | |||||
Net (loss) income | 929 | $ 0 | $ 0 | 0 | 929 | 0 | |
Repurchases of common stock | 0 | 0 | $ 0 | 0 | 0 | 0 | |
Repurchases of common stock, Shares | 0 | ||||||
Shares issued in connection with stock-based compensation plans, net | (617) | 0 | $ 1 | (618) | 0 | 0 | |
Shares issued in connection with stock-based compensation plans, net, Shares | 62 | ||||||
Stock-based compensation expense | 1,600 | 0 | $ 0 | 1,600 | 0 | 0 | |
Transactions with TEGNA, net | [1] | (2,683) | 0 | $ 2 | (2,685) | 0 | 0 |
Transactions with TEGNA, net, Shares | [1] | 175 | |||||
Balance at Mar. 31, 2018 | 1,678,357 | $ 0 | $ 719 | 1,500,127 | 177,511 | 0 | |
Balance, Shares at Mar. 31, 2018 | 0 | 71,865 | |||||
Balance at Dec. 31, 2017 | 1,679,128 | $ 0 | $ 716 | 1,501,830 | 176,582 | 0 | |
Balance, Shares at Dec. 31, 2017 | 0 | 71,628 | |||||
Net (loss) income | 13,655 | ||||||
Balance at Jun. 30, 2018 | 1,644,101 | $ 0 | $ 699 | 1,503,145 | 140,257 | 0 | |
Balance, Shares at Jun. 30, 2018 | 0 | 69,896 | |||||
Balance at Mar. 31, 2018 | 1,678,357 | $ 0 | $ 719 | 1,500,127 | 177,511 | 0 | |
Balance, Shares at Mar. 31, 2018 | 0 | 71,865 | |||||
Net (loss) income | 12,726 | $ 0 | $ 0 | 0 | 12,726 | 0 | |
Repurchases of common stock | (50,000) | 0 | $ (20) | 0 | (49,980) | 0 | |
Repurchases of common stock, Shares | (2,013) | ||||||
Shares issued in connection with stock-based compensation plans, net | 142 | 0 | $ 0 | 142 | 0 | 0 | |
Shares issued in connection with stock-based compensation plans, net, Shares | 21 | ||||||
Stock-based compensation expense | 2,876 | 0 | $ 0 | 2,876 | 0 | 0 | |
Transactions with TEGNA, net | [1] | 0 | 0 | $ 0 | 0 | 0 | 0 |
Transactions with TEGNA, net, Shares | [1] | 23 | |||||
Balance at Jun. 30, 2018 | 1,644,101 | $ 0 | $ 699 | 1,503,145 | 140,257 | 0 | |
Balance, Shares at Jun. 30, 2018 | 0 | 69,896 | |||||
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 | 0 | 67,455 | |||||
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 | $ (15,057) | ||||||
Balance at Jun. 30, 2019 | $ 1,569,148 | $ 0 | $ 667 | 1,513,852 | 63,200 | (8,571) | |
Balance, Shares at Jun. 30, 2019 | 66,672 | 66,672 | |||||
Balance at Mar. 31, 2019 | $ 1,592,670 | $ 0 | $ 675 | 1,510,057 | 89,217 | (7,279) | |
Balance, Shares at Mar. 31, 2019 | 0 | 67,455 | |||||
Net (loss) income | (6,026) | $ 0 | $ 0 | 0 | (6,026) | 0 | |
Other comprehensive loss, net | (1,292) | 0 | 0 | 0 | 0 | (1,292) | |
Repurchases of common stock | (20,000) | 0 | $ (9) | 0 | (19,991) | 0 | |
Repurchases of common stock, Shares | (869) | ||||||
Shares issued in connection with stock-based compensation plans, net | 448 | 0 | $ 1 | 447 | 0 | 0 | |
Shares issued in connection with stock-based compensation plans, net, Shares | 84 | ||||||
Stock-based compensation expense | 3,348 | 0 | $ 0 | 3,348 | 0 | 0 | |
Transactions with TEGNA, net | [1] | 0 | 0 | $ 0 | 0 | 0 | 0 |
Transactions with TEGNA, net, Shares | [1] | 2 | |||||
Balance at Jun. 30, 2019 | $ 1,569,148 | $ 0 | $ 667 | $ 1,513,852 | $ 63,200 | $ (8,571) | |
Balance, Shares at Jun. 30, 2019 | 66,672 | 66,672 | |||||
[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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (6,026) | $ 12,726 | $ (15,057) | $ 13,655 |
Other comprehensive loss, net of tax: | ||||
Interest rate swap | (1,292) | 0 | (8,571) | 0 |
Total other comprehensive loss | (1,292) | 0 | (8,571) | 0 |
Comprehensive (loss) income | $ (7,318) | $ 12,726 | $ (23,628) | $ 13,655 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (15,057) | $ 13,655 |
Adjustments to reconcile Net (loss) income to Net cash provided by operating activities: | ||
Depreciation | 9,078 | 5,903 |
Amortization of intangible assets | 48,713 | 44,747 |
Amortization of unfavorable contracts liability | (12,600) | (12,600) |
Stock-based compensation expense | 6,329 | 4,476 |
Deferred income taxes | (18,260) | 3,145 |
Provision for doubtful accounts | 2,165 | 2,164 |
Amortization of debt issuance costs | 632 | 643 |
Other, net | 495 | 500 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,559 | 4,934 |
Prepaid expenses | 1,348 | (2,044) |
Other current assets | 10,225 | (545) |
Other assets | (16,550) | 614 |
Accounts payable | 1,909 | (1,541) |
Accrued compensation | (6,231) | (1,792) |
Other accrued liabilities | 10,301 | 10,088 |
Other noncurrent liabilities | 16,699 | (1,723) |
Net cash provided by operating activities | 50,755 | 70,624 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (9,354) | (6,417) |
Payment for Acquisition, net | 0 | (156,968) |
Other, net | (599) | 0 |
Net cash used in investing activities | (9,953) | (163,385) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 10,000 | 190,000 |
Payments of long-term debt | (26,250) | (46,250) |
Stock-based compensation plans, net | (295) | (475) |
Repurchases of common stock | (40,000) | (50,000) |
Transactions with TEGNA, net | (181) | (2,683) |
Net cash (used in) provided by financing activities | (56,726) | 90,592 |
Net decrease in cash and cash equivalents | (15,924) | (2,169) |
Cash and cash equivalents at beginning of period | 25,463 | 20,563 |
Cash and cash equivalents at end of period | 9,539 | 18,394 |
Supplemental cash flow information: | ||
Cash paid for income taxes, net of refunds | 53 | 293 |
Cash paid for interest | $ 14,916 | $ 12,487 |
Description of Business, Compan
Description of Business, Company History and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 digital marketplace and solutions provider for the automotive industry that connects car shoppers with sellers. Through a portfolio of brands including Cars.com, Dealer Inspire and DealerRater, in addition to Auto.com, PickupTrucks.com and NewCars.com, the Company empowers shoppers with the data, resources and digital tools needed to make informed buying decisions and seamlessly connect with automotive retailers. In a rapidly changing market, Cars.com enables dealerships and manufacturers (“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 and six months ended June 30, 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 in the table below (in thousands). There is no change to Operating income (loss) as a result of these reclassifications. Three Months Ended June 30, 2018 As Reported Adjustments As Adjusted Cost of revenue and operations $ 22,804 $ (304 ) $ 22,500 Product and technology 17,951 (260 ) 17,691 Marketing and sales 59,527 (591 ) 58,936 General and administrative 13,148 1,155 14,303 Affiliate revenue share 3,813 — 3,813 Depreciation and amortization 26,712 — 26,712 Total operating expenses $ 143,955 $ — $ 143,955 Six Months Ended June 30, 2018 As Reported Adjustments As Adjusted Cost of revenue and operations $ 41,890 $ (1,405 ) $ 40,485 Product and technology 40,284 (4,685 ) 35,599 Marketing and sales 125,562 (1,219 ) 124,343 General and administrative 31,264 7,309 38,573 Affiliate revenue share 7,096 — 7,096 Depreciation and amortization 50,650 — 50,650 Total operating expenses $ 296,746 $ — $ 296,746 |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | NOTE 2. New Accounting Pronouncements Recently Issued 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 its 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 its impact on its Consolidated Financial Statements and related disclosures. Recently Adopted Accounting Pronouncements 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). |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | NOTE 3. Revenue 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 2019 2018 2019 2018 Direct $ 111,190 $ 115,533 $ 226,284 $ 217,011 National advertising 19,296 27,230 39,591 54,048 Other 3,624 4,095 7,573 8,142 Retail 134,110 146,858 273,448 279,201 Wholesale 14,097 21,654 28,957 49,268 Total revenue $ 148,207 $ 168,512 $ 302,405 $ 328,469 Major products and services Subscription advertising and digital solutions $ 116,447 $ 128,476 $ 237,761 $ 252,253 Display advertising 22,418 29,863 44,707 55,886 Pay per lead 6,613 7,479 14,547 15,035 Other 2,729 2,694 5,390 5,295 Total revenue $ 148,207 $ 168,512 $ 302,405 $ 328,469 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4. Debt As of June 30, 2019, the Company is in compliance with the covenants under its credit agreement. Term Loan. As of June 30, 2019, the outstanding principal amount under the Term Loan was $405.0 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 six months ended June 30, 2019, the Company made $11.3 million in mandatory quarterly Term Loan payments. Revolving Loan. As of June 30, 2019, the outstanding borrowings under the Revolving Loan were $275.0 million and the interest rate in effect was 3.9%. During the six months ended June 30, 2019, the Company made $5.0 million in voluntary Revolving Loan payments, net of borrowings. As of June 30, 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 3.25 to 1.0 as of June 30, 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, ra tings, sectors, coupons and maturities of similar instruments. The carrying amount of the Company’s debt approximated the fair value as of June 30, 2019. |
Interest Rate Swap
Interest Rate Swap | 6 Months Ended |
Jun. 30, 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 June 30, 2019, the fair value of the Swap was an unrealized loss of $11.5 million, of which $4.0 million and $7.5 million is recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the six months ended June 30, 2019, $0.7 million was reclassified from Accumulated other comprehensive (loss) into Interest expense, net. |
Unfavorable Contracts Liability
Unfavorable Contracts Liability | 6 Months Ended |
Jun. 30, 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 revenue 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 revenue with a corresponding reduction of the Unfavorable contracts liability on an annual basis. As of June 30, 2019 and December 31, 2018, the Unfavorable contracts liability As of June 30, 2019, the Company has amended three of its affiliate agreements ( McClatchy, tronc, and the Washington Post In July 2019, the Company entered into agreements to convert the Gannett and TEGNA affiliate markets, approximately one year in advance of the contracts’ expiration dates. Upon conversion of the Belo affiliate market, all dealer customers will be served by the Cars.com direct sales force by the fourth quarter of 2019. The Company no longer records the amortization of the Unfavorable contracts liability associated with the converted markets to revenue 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 six months ended June 30, 2019, the Company recorded $11.7 million of unfavorable contracts liability amortization as a reduction to Affiliate revenue share expense, rather than Wholesale revenue, 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 six months ended June 30, 2019 is as follows (in thousands): Balance at December 31, 2018 $ 18,885 Amortization into Wholesale revenue (1) (931 ) Amortization into Affiliate revenue share expense (2) (11,669 ) Balance at June 30, 2019 $ 6,285 (1) Amount represents the amortization of the Unfavorable contracts liability related to the remaining affiliate agreement (Belo) revenue (2) Amount represents the amortization of the Unfavorable contracts liability related to the converted McClatchy, tronc and the Washington Post agreements into Affiliate revenue share expense in the . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30 2.0 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2019, the Company granted 212,000 PSUs at a weighted-average grant date fair value of $23.99 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. RSUs are subject to graded vesting, generally ranging between one and four years and the fair value of the RSUs is equal to the Company’s common stock price on the date of grant. During the six months ended June 30, 2019, the Company granted 558,000 RSUs at a weighted-average grant date fair value of $23.84 per unit. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net (loss) income $ (6,026 ) $ 12,726 $ (15,057 ) $ 13,655 Basic weighted-average common shares outstanding 66,779 71,119 67,181 71,531 Effect of dilutive stock-based compensation awards (1) — 211 — 190 Diluted weighted-average common shares outstanding 66,779 71,330 67,181 71,721 (Loss) earnings per share, basic $ (0.09 ) $ 0.18 $ (0.22 ) $ 0.19 (Loss) earnings per share, diluted (0.09 ) 0.18 (0.22 ) 0.19 (1) There were 0.8 million potential common shares excluded from diluted weighted-average common shares outstanding for both the three and six months ended June 30, 2019, as their inclusion would have had an anti-dilutive effect. |
Leases
Leases | 6 Months Ended |
Jun. 30, 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 June 30, 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 six months of 2019 $ 1,509 2020 4,368 2021 4,014 2022 3,751 2023 3,850 Thereafter 35,117 Total minimum lease payments 52,609 Less: Imputed interest (1) (18,781 ) Present value of the minimum lease payments 33,828 Less: Current maturities of lease obligations (1,553 ) Long-term lease obligations $ 32,275 (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 June 30, 2019, the Company’s operating lease assets, included in Investments and other assets, were $17.2 million and operating lease liabilities were $33.8 million, the current maturities of which is included in Other accrued liabilities and the long-term portion of which is included in Other noncurrent liabilities. 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 and six months ended June 30, 2019 is as follows (in thousands, except percentage): Income statement information: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost $ 972 $ 1,930 Short-term lease cost 339 720 Variable lease cost 974 1,968 Total lease cost $ 2,285 $ 4,618 Other information: Cash paid for operating leases for the six months ended June 30, 2019 $ 2,126 Weighted-average remaining lease term (in months) as of June 30, 2019 136 Weighted-average discount rate as of June 30, 2019 7.4 % |
Description of Business, Comp_2
Description of Business, Company History and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 in the table below (in thousands). There is no change to Operating income (loss) as a result of these reclassifications. Three Months Ended June 30, 2018 As Reported Adjustments As Adjusted Cost of revenue and operations $ 22,804 $ (304 ) $ 22,500 Product and technology 17,951 (260 ) 17,691 Marketing and sales 59,527 (591 ) 58,936 General and administrative 13,148 1,155 14,303 Affiliate revenue share 3,813 — 3,813 Depreciation and amortization 26,712 — 26,712 Total operating expenses $ 143,955 $ — $ 143,955 Six Months Ended June 30, 2018 As Reported Adjustments As Adjusted Cost of revenue and operations $ 41,890 $ (1,405 ) $ 40,485 Product and technology 40,284 (4,685 ) 35,599 Marketing and sales 125,562 (1,219 ) 124,343 General and administrative 31,264 7,309 38,573 Affiliate revenue share 7,096 — 7,096 Depreciation and amortization 50,650 — 50,650 Total operating expenses $ 296,746 $ — $ 296,746 |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued 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 its 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 its impact on its Consolidated Financial Statements and related disclosures. Recently Adopted Accounting Pronouncements 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) | 6 Months Ended |
Jun. 30, 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 in the table below (in thousands). There is no change to Operating income (loss) as a result of these reclassifications. Three Months Ended June 30, 2018 As Reported Adjustments As Adjusted Cost of revenue and operations $ 22,804 $ (304 ) $ 22,500 Product and technology 17,951 (260 ) 17,691 Marketing and sales 59,527 (591 ) 58,936 General and administrative 13,148 1,155 14,303 Affiliate revenue share 3,813 — 3,813 Depreciation and amortization 26,712 — 26,712 Total operating expenses $ 143,955 $ — $ 143,955 Six Months Ended June 30, 2018 As Reported Adjustments As Adjusted Cost of revenue and operations $ 41,890 $ (1,405 ) $ 40,485 Product and technology 40,284 (4,685 ) 35,599 Marketing and sales 125,562 (1,219 ) 124,343 General and administrative 31,264 7,309 38,573 Affiliate revenue share 7,096 — 7,096 Depreciation and amortization 50,650 — 50,650 Total operating expenses $ 296,746 $ — $ 296,746 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, Sales channel 2019 2018 2019 2018 Direct $ 111,190 $ 115,533 $ 226,284 $ 217,011 National advertising 19,296 27,230 39,591 54,048 Other 3,624 4,095 7,573 8,142 Retail 134,110 146,858 273,448 279,201 Wholesale 14,097 21,654 28,957 49,268 Total revenue $ 148,207 $ 168,512 $ 302,405 $ 328,469 Major products and services Subscription advertising and digital solutions $ 116,447 $ 128,476 $ 237,761 $ 252,253 Display advertising 22,418 29,863 44,707 55,886 Pay per lead 6,613 7,479 14,547 15,035 Other 2,729 2,694 5,390 5,295 Total revenue $ 148,207 $ 168,512 $ 302,405 $ 328,469 |
Unfavorable Contracts Liabili_2
Unfavorable Contracts Liability (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Unfavorable Contracts Liability [Abstract] | |
Summary of Unfavorable Contracts Liability Activity | The Company’s Unfavorable contracts liability activity for the six months ended June 30, 2019 is as follows (in thousands): Balance at December 31, 2018 $ 18,885 Amortization into Wholesale revenue (1) (931 ) Amortization into Affiliate revenue share expense (2) (11,669 ) Balance at June 30, 2019 $ 6,285 (1) Amount represents the amortization of the Unfavorable contracts liability related to the remaining affiliate agreement (Belo) revenue (2) Amount represents the amortization of the Unfavorable contracts liability related to the converted McClatchy, tronc and the Washington Post agreements into Affiliate revenue share expense in the . |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net (loss) income $ (6,026 ) $ 12,726 $ (15,057 ) $ 13,655 Basic weighted-average common shares outstanding 66,779 71,119 67,181 71,531 Effect of dilutive stock-based compensation awards (1) — 211 — 190 Diluted weighted-average common shares outstanding 66,779 71,330 67,181 71,721 (Loss) earnings per share, basic $ (0.09 ) $ 0.18 $ (0.22 ) $ 0.19 (Loss) earnings per share, diluted (0.09 ) 0.18 (0.22 ) 0.19 (1) There were 0.8 million potential common shares excluded from diluted weighted-average common shares outstanding for both the three and six months ended June 30, 2019, as their inclusion would have had an anti-dilutive effect. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Scheduled Future Minimum Lease Payments Under Operating Leases | As of June 30, 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 six months of 2019 $ 1,509 2020 4,368 2021 4,014 2022 3,751 2023 3,850 Thereafter 35,117 Total minimum lease payments 52,609 Less: Imputed interest (1) (18,781 ) Present value of the minimum lease payments 33,828 Less: Current maturities of lease obligations (1,553 ) Long-term lease obligations $ 32,275 (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 and six months ended June 30, 2019 is as follows (in thousands, except percentage): Income statement information: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost $ 972 $ 1,930 Short-term lease cost 339 720 Variable lease cost 974 1,968 Total lease cost $ 2,285 $ 4,618 Other information: Cash paid for operating leases for the six months ended June 30, 2019 $ 2,126 Weighted-average remaining lease term (in months) as of June 30, 2019 136 Weighted-average discount rate as of June 30, 2019 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 | 6 Months Ended |
May 31, 2017 | Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Cost of revenue and operations | $ 22,804 | $ 41,890 | ||
Product and technology | 17,951 | 40,284 | ||
Marketing and sales | 59,527 | 125,562 | ||
General and administrative | 13,148 | 31,264 | ||
Affiliate revenue share | $ 2,176 | 3,813 | $ 4,630 | 7,096 |
Depreciation and amortization | 29,666 | 26,712 | 57,791 | 50,650 |
Total operating expenses | 147,203 | 143,955 | 305,455 | 296,746 |
Cost of revenue and operations | (304) | (1,405) | ||
Product and technology | (260) | (4,685) | ||
Marketing and sales | (591) | (1,219) | ||
General and administrative | 1,155 | 7,309 | ||
Affiliate revenue share | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | ||
Total operating expenses | 0 | 0 | ||
Cost of revenue and operations | 24,319 | 22,500 | 49,898 | 40,485 |
Product and technology | 15,339 | 17,691 | 33,202 | 35,599 |
Marketing and sales | 53,740 | 58,936 | 114,083 | 124,343 |
General and administrative | $ 21,963 | $ 14,303 | $ 45,851 | $ 38,573 |
New Accounting Pronouncements -
New Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
Accounting Policies [Abstract] | ||
Operating lease assets | $ 17,200 | $ 18,200 |
Operating lease liabilities | $ 33,828 | $ 35,000 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019Segment | |
Revenue From Contract With Customer [Abstract] | |
Number of operating segments | 1 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Sales Channel and Major Products and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 148,207 | $ 168,512 | $ 302,405 | $ 328,469 |
Direct | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 111,190 | 115,533 | 226,284 | 217,011 |
National Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 19,296 | 27,230 | 39,591 | 54,048 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 3,624 | 4,095 | 7,573 | 8,142 |
Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 134,110 | 146,858 | 273,448 | 279,201 |
Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 14,097 | 21,654 | 28,957 | 49,268 |
Subscription Advertising and Digital Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 116,447 | 128,476 | 237,761 | 252,253 |
Display Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 22,418 | 29,863 | 44,707 | 55,886 |
Pay Per Lead | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 6,613 | 7,479 | 14,547 | 15,035 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 2,729 | $ 2,694 | $ 5,390 | $ 5,295 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Term Loan | |
Line Of Credit Facility [Line Items] | |
Outstanding principal amount | $ 405 |
Effective interest rate | 4.30% |
Repayment of loan | $ 11.3 |
Revolving Credit Facility | |
Line Of Credit Facility [Line Items] | |
Outstanding principal amount | $ 275 |
Effective interest rate | 3.90% |
Repayment of loan | $ 5 |
Amount available to borrow | $ 175 |
Net leverage ratio | 3.25% |
Interest Rate Swap - Additional
Interest Rate Swap - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Derivative [Line Items] | |
Reclassified from accumulated other comprehensive (loss) into Interest expense, net | $ (700,000) |
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 | 11,500,000 |
Swap | Other Accrued Liabilities | Designated as Hedging Instrument | Cash Flow Hedging | |
Derivative [Line Items] | |
Unrealized loss of fair value | 4,000,000 |
Swap | Other Noncurrent Liabilities | Designated as Hedging Instrument | Cash Flow Hedging | |
Derivative [Line Items] | |
Unrealized loss of fair value | $ 7,500,000 |
Unfavorable Contracts Liabili_3
Unfavorable Contracts Liability - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 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 revenue | $ 931 | $ 25,200 | |
Unfavorable contracts liability | 6,285 | $ 18,885 | |
Amortization of unfavorable contracts liability into affiliate revenue share expense | $ 11,669 |
Unfavorable Contracts Liabili_4
Unfavorable Contracts Liability - Summary of Unfavorable Contracts Liability Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2017 | |
Unfavorable Contracts Liability [Abstract] | ||
Balance at December 31, 2018 | $ 18,885 | |
Amortization into Wholesale revenue | (931) | $ (25,200) |
Amortization into Affiliate revenue share expense | (11,669) | |
Balance at June 30, 2019 | $ 6,285 |
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, 2019 | Jun. 30, 2018 | |
Stockholders' Equity [Line Items] | |||
Stock repurchase program, authorized amount | $ 200,000,000 | ||
Stock repurchase program, duration | 2 years | ||
Stock purchased and retired | 1.7 | 2 | |
Stock purchased and retired, amount | $ 40,000,000 | $ 50,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of share units granted | shares | 212,000 |
Weighted-average grant date fair value | $ / shares | $ 23.99 |
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 | 558,000 |
Weighted-average grant date fair value | $ / shares | $ 23.84 |
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 |
(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 | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||||
Net (loss) income | $ (6,026) | $ (9,031) | $ 12,726 | $ 929 | $ (15,057) | $ 13,655 |
Basic weighted-average common shares outstanding | 66,779 | 71,119 | 67,181 | 71,531 | ||
Effect of dilutive stock-based compensation awards | 0 | 211 | 0 | 190 | ||
Diluted weighted-average common shares outstanding | 66,779 | 71,330 | 67,181 | 71,721 | ||
(Loss) earnings per share, basic | $ (0.09) | $ 0.18 | $ (0.22) | $ 0.19 | ||
(Loss) earnings per share, diluted | $ (0.09) | $ 0.18 | $ (0.22) | $ 0.19 |
(Loss) Earnings Per Share - C_2
(Loss) Earnings Per Share - Computation of (Loss) Earnings Per Share (Parenthetical) (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Potential common shares excluded from diluted weighted-average common shares outstanding | 0.8 | 0.8 |
Leases - Scheduled Future Minim
Leases - Scheduled Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Remaining six months of 2019 | $ 1,509 | |
2020 | 4,368 | |
2021 | 4,014 | |
2022 | 3,751 | |
2023 | 3,850 | |
Thereafter | 35,117 | |
Total minimum lease payments | 52,609 | |
Less: Imputed interest | (18,781) | |
Present value of the minimum lease payments | 33,828 | $ 35,000 |
Less: Current maturities of lease obligations | (1,553) | |
Long-term lease obligations | $ 32,275 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Operating lease assets | $ 17,200 | $ 18,200 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:InvestmentsAndOtherNoncurrentAssets | |
Operating lease liabilities | $ 33,828 | $ 35,000 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherAccruedLiabilitiesCurrent | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent |
Leases - Other Information Rela
Leases - Other Information Related to Operating Leases (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Income statement information: | ||
Operating lease cost | $ 972 | $ 1,930 |
Short-term lease cost | 339 | 720 |
Variable lease cost | 974 | 1,968 |
Total lease cost | $ 2,285 | 4,618 |
Other information: | ||
Cash paid for operating leases for the six months ended June 30, 2019 | $ 2,126 | |
Weighted-average remaining lease term (in months) as of June 30, 2019 | 136 months | 136 months |
Weighted-average discount rate as of June 30, 2019 | 7.40% | 7.40% |