Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 19, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CARS | ||
Entity Registrant Name | Cars.com Inc. | ||
Entity Central Index Key | 0001683606 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 1,314,771,840 | ||
Entity Common Stock, Shares Outstanding | 66,810,957 | ||
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, Par Value $0.01 Per Share | ||
Security Exchange Name | NYSE | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to be held on May 14, 2020, are incorporated by reference into Part III of this Report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 13,549 | $ 25,463 |
Accounts receivable, net | 101,762 | 108,921 |
Prepaid expenses | 6,526 | 9,264 |
Other current assets | 603 | 10,289 |
Total current assets | 122,440 | 153,937 |
Property and equipment, net | 43,696 | 41,482 |
Goodwill | 505,885 | 884,449 |
Intangible assets, net | 1,329,499 | 1,510,410 |
Investments and other assets | 26,471 | 10,271 |
Total assets | 2,027,991 | 2,600,549 |
Current liabilities: | ||
Accounts payable | 12,431 | 11,631 |
Accrued compensation | 16,738 | 16,821 |
Unfavorable contracts liability | 0 | 18,885 |
Current portion of long-term debt | 31,391 | 26,853 |
Other accrued liabilities | 38,246 | 36,520 |
Total current liabilities | 98,806 | 110,710 |
Noncurrent liabilities: | ||
Long-term debt | 611,277 | 665,306 |
Deferred tax liability | 132,996 | 177,916 |
Other noncurrent liabilities | 43,844 | 19,694 |
Total noncurrent liabilities | 788,117 | 862,916 |
Total liabilities | 886,923 | 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 December 31, 2019 and December 31, 2018, respectively | ||
Common Stock at par, $0.01 par value; 300,000 shares authorized; 66,764 and 68,262 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 668 | 683 |
Additional paid-in capital | 1,515,109 | 1,508,001 |
(Accumulated deficit) retained earnings | (367,067) | 118,239 |
Accumulated other comprehensive loss | (7,642) | 0 |
Total stockholders' equity | 1,141,068 | 1,626,923 |
Total liabilities and stockholders' equity | $ 2,027,991 | $ 2,600,549 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 66,764,000 | 68,262,000 |
Common stock, shares outstanding | 66,764,000 | 68,262,000 |
Consolidated and Combined State
Consolidated and Combined Statements of (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenue: | ||||
Total revenue | $ 606,682 | $ 662,127 | $ 626,262 | |
Operating expenses: | ||||
Cost of revenue and operations | 99,549 | 90,433 | 65,541 | |
Product and technology | 62,859 | 68,789 | 74,162 | |
Marketing and sales | 217,432 | 226,740 | 209,813 | |
General and administrative | 73,772 | 72,943 | 44,903 | |
Affiliate revenue share | 20,790 | 15,488 | 8,948 | |
Depreciation and amortization | 116,877 | 103,810 | 88,639 | |
Goodwill and intangible asset impairment | 461,463 | 0 | 0 | |
Total operating expenses | 1,052,742 | 578,203 | 492,006 | |
Operating (loss) income | (446,060) | 83,924 | 134,256 | |
Nonoperating (expense) income: | ||||
Interest expense, net | (30,774) | (27,717) | (12,371) | |
Other income, net | 1,555 | 722 | 277 | |
Total nonoperating expense, net | (29,219) | (26,995) | (12,094) | |
(Loss) income before income taxes | (475,279) | 56,929 | 122,162 | |
Income tax (benefit) expense | (29,955) | 18,120 | (102,281) | |
Net (loss) income | $ (445,324) | $ 38,809 | $ 224,443 | |
Weighted-average common shares outstanding: | ||||
Basic | 66,995 | 70,318 | 71,661 | |
Diluted | 66,995 | 70,547 | 71,727 | |
(Loss) earnings per share: | ||||
Basic | $ (6.65) | $ 0.55 | $ 3.13 | |
Diluted | $ (6.65) | $ 0.55 | $ 3.13 | |
Retail | ||||
Revenue: | ||||
Total revenue | $ 572,311 | $ 579,188 | $ 463,280 | |
Wholesale | ||||
Revenue: | ||||
Total revenue | [1] | $ 34,371 | $ 82,939 | $ 162,982 |
[1] | For information related to related party transactions, see Note 16 (Related Party). |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net (loss) income | $ (445,324) | $ 38,809 | $ 224,443 |
Other comprehensive loss, net of tax: | |||
Interest rate swap | (7,642) | 0 | 0 |
Total other comprehensive loss | (7,642) | 0 | 0 |
Comprehensive (loss) income | $ (452,966) | $ 38,809 | $ 224,443 |
Consolidated and Combined Sta_3
Consolidated and Combined Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive Loss | TEGNA's Investment, net | |
Balance at Dec. 31, 2016 | $ 2,417,285 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,417,285 | |
Balance, Shares at Dec. 31, 2016 | 0 | 0 | ||||||
Net (loss) income | 224,443 | $ 0 | $ 0 | 0 | 176,582 | 0 | 47,861 | |
Cash distribution to TEGNA related to Separation | (650,000) | 0 | 0 | 0 | 0 | 0 | (650,000) | |
Deferred taxes related to Separation | (246,197) | 0 | 0 | 0 | 0 | 0 | (246,197) | |
Distribution by TEGNA | 0 | $ 0 | $ 716 | 1,499,203 | 0 | 0 | (1,499,919) | |
Distribution by TEGNA, Shares | 0 | 71,588,000 | ||||||
Shares issued in connection with stock-based compensation plans, net | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | |
Shares issued in connection with stock-based compensation plans, net, Shares | 40,000 | |||||||
Stock-based compensation | 2,627 | 0 | $ 0 | 2,627 | 0 | 0 | 0 | |
Transactions with TEGNA, net | [1] | (69,030) | $ 0 | $ 0 | 0 | 0 | 0 | (69,030) |
Transactions with TEGNA, net, Shares | [1] | 0 | 0 | |||||
Balance at Dec. 31, 2017 | 1,679,128 | $ 0 | $ 716 | 1,501,830 | 176,582 | 0 | 0 | |
Balance, Shares at Dec. 31, 2017 | 0 | 71,628,000 | ||||||
Net (loss) income | 38,809 | $ 0 | $ 0 | 0 | 38,809 | 0 | 0 | |
Repurchases of common stock | (97,190) | 0 | $ (38) | 0 | (97,152) | 0 | 0 | |
Repurchases of common stock, Shares | (3,789,000) | |||||||
Shares issued in connection with stock-based compensation plans, net | 377 | 0 | $ 2 | 375 | 0 | 0 | 0 | |
Shares issued in connection with stock-based compensation plans, net, Shares | 160,000 | |||||||
Stock-based compensation | 9,423 | 0 | $ 0 | 9,423 | 0 | 0 | 0 | |
Transactions with TEGNA, net | [1] | (3,624) | $ 0 | $ 3 | (3,627) | 0 | 0 | 0 |
Transactions with TEGNA, net, Shares | [1] | 0 | 263,000 | |||||
Balance at Dec. 31, 2018 | $ 1,626,923 | $ 0 | $ 683 | 1,508,001 | 118,239 | 0 | 0 | |
Balance, Shares at Dec. 31, 2018 | 68,262,000 | 0 | 68,262,000 | |||||
Net (loss) income | $ (445,324) | $ 0 | $ 0 | 0 | (445,324) | 0 | 0 | |
Other comprehensive loss, net | (7,642) | 0 | 0 | 0 | 0 | (7,642) | 0 | |
Repurchases of common stock | (40,000) | 0 | $ (18) | 0 | (39,982) | 0 | 0 | |
Repurchases of common stock, Shares | (1,750,000) | |||||||
Shares issued in connection with stock-based compensation plans, net | (286) | 0 | $ 2 | (288) | 0 | 0 | 0 | |
Shares issued in connection with stock-based compensation plans, net, Shares | 238,000 | |||||||
Stock-based compensation | 7,588 | 0 | $ 0 | 7,588 | 0 | 0 | 0 | |
Transactions with TEGNA, net | [1] | (191) | $ 0 | $ 1 | (192) | 0 | 0 | 0 |
Transactions with TEGNA, net, Shares | [1] | 0 | 14,000 | |||||
Balance at Dec. 31, 2019 | $ 1,141,068 | $ 0 | $ 668 | $ 1,515,109 | $ (367,067) | $ (7,642) | $ 0 | |
Balance, Shares at Dec. 31, 2019 | 66,764,000 | 0 | 66,764,000 | |||||
[1] | For information related to related party transactions, see Note 16 (Related Party). |
Consolidated and Combined Sta_4
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (445,324) | $ 38,809 | $ 224,443 |
Adjustments to reconcile Net (loss) income to Net cash provided by operating activities: | |||
Depreciation | 18,266 | 12,820 | 10,770 |
Amortization of intangible assets | 98,611 | 90,990 | 77,869 |
Amortization of unfavorable contracts liability | (18,885) | (25,200) | (25,200) |
Goodwill and intangible asset impairment | 461,463 | 0 | 0 |
Stock-based compensation | 7,588 | 9,423 | 2,627 |
Deferred income taxes | (44,920) | 16,693 | (108,845) |
Provision for doubtful accounts | 4,897 | 4,391 | 2,452 |
Amortization of debt issuance costs | 1,573 | 1,307 | 810 |
Other, net | 496 | 1,053 | 1,618 |
Changes in operating assets and liabilities, net of DI Acquisition: | |||
Accounts receivable | 2,262 | (1,164) | (5,006) |
Prepaid expenses | 2,738 | 2,464 | (8) |
Other current assets | 9,835 | (552) | (8,593) |
Other assets | (16,201) | 782 | 734 |
Accounts payable | 874 | 2,512 | (432) |
Accrued compensation | (83) | 2,569 | (6,946) |
Other accrued liabilities | (1,378) | 8,358 | 6,021 |
Other noncurrent liabilities | 19,672 | (1,707) | (2,173) |
Cash received from lessor for lease incentives | 0 | 0 | 15,788 |
Net cash provided by operating activities | 101,484 | 163,548 | 185,929 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (21,257) | (14,233) | (32,774) |
Payment for DI Acquisition, net | 0 | (157,153) | 0 |
Other, net | (599) | 11 | 0 |
Net cash used in investing activities | (21,856) | (171,375) | (32,774) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 10,000 | 195,000 | 675,000 |
Payments of debt issuance costs and other fees | (2,940) | 0 | (6,208) |
Payments of long-term debt | (58,125) | (82,500) | (91,250) |
Stock-based compensations plans, net | (286) | 377 | 0 |
Repurchases of common stock | (40,000) | (97,190) | 0 |
Cash distribution to TEGNA related to Separation | 0 | 0 | (650,000) |
Transactions with TEGNA, net | (191) | (2,960) | (69,030) |
Net cash (used in) provided by financing activities | (91,542) | 12,727 | (141,488) |
Net (decrease) increase in cash and cash equivalents | (11,914) | 4,900 | 11,667 |
Cash and cash equivalents at beginning of period | 25,463 | 20,563 | 8,896 |
Cash and cash equivalents at end of period | 13,549 | 25,463 | 20,563 |
Supplemental cash flow information: | |||
Cash paid for income taxes, net of refunds | 1,740 | 7 | 11,531 |
Cash paid for interest | $ 29,654 | $ 26,780 | $ 11,761 |
Description of Business, Compan
Description of Business, Company History and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business, Company History and Basis of Presentation | Note 1. Description of business, company history and basis of presentation Description of business. Cars.com Inc., (the “Company” or CARS) is a leading digital marketplace and solutions provider for the automotive industry that connects car shoppers with sellers and original equipment manufacturers (“OEM”s). The Company’s marketplace empowers shoppers with the resources and information to make confident car buying decisions while our digital solutions and technology platform help sellers improve operational efficiency, profitability and sales. The Company’s portfolio of brands includes Cars.com, Dealer Inspire and DealerRater, in addition to Auto.com, PickupTrucks.com and NewCars.com. 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. (the “Spin”), which now owns TEGNA’s former digital automotive marketplace business (the “Separation”). The Company filed a Registration Statement with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) on Form 10 relating to the Separation, which was declared effective on May 15, 2017. On May 31, 2017, the Company made a $650.0 million cash transfer to TEGNA and TEGNA completed the Separation through a pro rata distribution to its stockholders of all of the outstanding shares of the Company’s common stock. The Company’s common stock began trading “regular way” on the New York Stock Exchange on June 1, 2017. In February 2018, the Company acquired all of the outstanding stock of Dealer Inspire, Inc. and substantially all of the net assets of Launch Digital Marketing LLC (the “DI Acquisition”) in 2018. The post-DI Acquisition business related to Dealer Inspire, Inc. and Launch Digital Marketing LLC is referred to collectively as “Dealer Inspire.” Basis of Presentation . These accompanying Consolidated and Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC. The Consolidated and Combined Financial Statements include the accounts of CARS and its 100% owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. Prior to the Separation, the Company’s financial statements were derived from the historical accounting records of TEGNA and reflect the Company’s financial results as if the Company were a separate entity. The historical financial statements include allocations of certain TEGNA corporate overhead expenses and totaled $2.5 million for the year ended December 31, 2017. All significant intercompany transactions between either (i) the Company and TEGNA or (ii) the Company and TEGNA affiliates have been included within the Consolidated and Combined Financial Statements and are considered to be effectively settled through equity contributions or distributions at the time the transactions were recorded. The accumulated net effect of intercompany and certain post-Separation transactions, between either (i) the Company and TEGNA or (ii) the Company and TEGNA affiliates are included in “Transactions with TEGNA, net.” The total net effect of these intercompany or certain post-Separation transactions is reflected in the Consolidated and Combined Statements of Cash Flows as financing activities. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Use of Estimates . The preparation of the accompanying Consolidated and Combined Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated and Combined Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates Reclassifications . Certain prior year balances have been reclassified to conform to the current year presentation. Historically, certain costs related to severance, transformation and other exit costs; costs associated with a 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 and Combined Statements of (Loss) Income. Beginning on January 1, 2019, these costs are reflected within General and administrative expenses and 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 (loss) income as a result of these reclassifications. No such adjustments were required for the year ended December 31, 2017. Year Ended December 31, 2018 As Reported Adjustments As Adjusted Cost of revenue and operations $ 92,367 $ (1,934 ) $ 90,433 Product and technology 73,970 (5,181 ) 68,789 Marketing and sales 232,884 (6,144 ) 226,740 General and administrative 59,684 13,259 72,943 Affiliate revenue share 15,488 — 15,488 Depreciation and amortization 103,810 — 103,810 Total operating expenses $ 578,203 $ — $ 578,203 Revenue. The Company accounts for a customer arrangement when the Company and the customer have an approved contract that specifies the rights and obligations of each party and the payment terms, and the Company believes it is probable that the Company will collect substantially all of the consideration to which the Company will be entitled in exchange for the services that will be provided to the customer. The Company allocates the contractual transaction price to each distinct performance obligation and recognizes revenue when it satisfies a performance obligation by providing a service to a customer. Revenue is generated through the Company’s direct sales force (Retail revenue) and affiliate sales channels (Wholesale revenue). Marketplace Subscription Advertising Revenue. The Company’s primary source of Retail revenue and Wholesale revenue are through the sale of marketplace subscription advertising to dealer customers through varying levels of subscription packages. The Company’s subscription packages provide the dealer customer’s available new and used vehicle inventory to in-market shoppers on the Cars.com website. The subscription packages are generally a fixed price arrangement with a contract term generally ranging from three to six months that is automatically renewed, typically on a month-to month basis. The Company recognizes subscription package revenue ratably as the service is provided over the contract term. Marketplace subscription advertising revenue is recorded in Retail revenue and Wholesale revenue in the Consolidated and Combined Statements of (Loss) Income. The Company also offers its customers several add-on products to the subscription packages. Add-on products include premium advertising products that can be uniquely tailored to an individual dealer customer’s current needs. Substantially all of the Company’s add-on products are not sold separately from the subscription packages as the customer cannot benefit from add-on products on their own. Therefore, the subscription packages and add-on products are combined as a single performance obligation, and the Company recognizes the related revenue ratably as the services are provided over the contract term. The Company also provides services, including hosting, related to flexible, custom designed website platforms supporting highly personalized digital marketing campaigns, digital retailing and messaging platform products. The Company recognizes revenue related to these services ratably as the service is provided over the contract term. The related revenue is recorded in Retail revenue in the Consolidated and Combined Statements of (Loss) Income. Prior to October 2019, the Company’s affiliates also sold marketplace subscription advertising Display Advertising Products and Services Revenue. The Company also earns revenue through the sale of display advertising on the Company’s website to national advertisers, pursuant to transaction-based contracts, which are billed for impressions delivered or click-throughs on their advertisements. An impression is the display of an advertisement to an end-user on the website and is a measure of volume. A click-through occurs when an end-user clicks on an impression. The Company recognizes revenue as the impressions or click-throughs are delivered. If the impressions or click-throughs delivered are less than the amount invoiced to the customer, the difference is recorded as deferred revenue and recognized as revenue when earned. The Company also provides services related to customized digital marketing and customer acquisition services, including paid, organic, social and creative services to dealer customers. The Company recognizes revenue related to these services at the point in time the service is provided. Display advertising products revenue sold to dealer customers is recorded in Retail revenue in the Consolidated and Combined Statements of (Loss) Income. Pay Per Lead Revenue. The Company also sells leads, which are connections from consumers to dealer customers in the form of phone calls, emails and text messages, to dealer customers, OEMs and third-party resellers. The Company recognizes pay per lead revenue primarily on a per-lead basis at the point in time in which the lead has been delivered. Revenue related to pay per lead is recorded in Retail and Wholesale revenue, in the Consolidated and Combined Statements of (Loss) Income. Other Revenue. Other revenue primarily includes revenue related to vehicle listing data sold to third-parties and peer-to-peer vehicle advertising. The Company recognizes other revenue either ratably as the services are provided or at the point in time the services have been performed. Other revenue is recorded in Retail revenue in the Consolidated and Combined Statements of (Loss) Income. Cash and Cash Equivalents. All cash balances and liquid investments with original maturities of three months or less on their acquisition date are classified as cash and cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts . Accounts receivable are primarily derived from sales to dealer customers and OEMs and recorded at invoiced amounts. The allowance for doubtful accounts reflects the Company’s estimate of credit exposure, determined principally on the basis of its collection experience, aging of its receivables and any specific reserves needed for certain customers based on their credit risk. Bad debt expense for the years ended December 31, 2019, 2018 and 2017 was $4.9 million, $4.4 million and $2.5 million, respectively, and is included in Marketing and sales in the Consolidated and Combined Statements of (Loss) Income. Concentrations of Credit Risk. The Company’s financial instruments, consisting primarily of cash and cash equivalents and customer receivables, are exposed to concentrations of credit risk. The Company invests its cash and cash equivalents with highly-rated financial institutions. Investments . Investments in non-marketable equity securities are measured at fair value with changes in fair value recognized in Net (loss) income. The Company utilizes the measurement alternative for equity investments without readily determinable fair values and revalues these investments upon the occurrence of an observable price change for similar investments. The non-marketable investments recorded within Investments and other assets on the Consolidated Balance Sheets were $9.4 million as of December 31, 2019 and 2018. On at least an annual basis, the Company assesses its investments to determine whether any events have occurred, or circumstances have changed, which might have a significant adverse effect on their fair value and which may be indicative of impairment. There were no impairments recorded for the periods presented in the Consolidated and Combined Statements of (Loss) Income. Property and Equipment . Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives as follows (in thousands): December 31, Asset 2019 2018 Estimated Useful Life Computer software $ 46,636 $ 29,300 18 months - 5 years Computer hardware 19,429 19,461 3 - 5 years Furniture and fixtures 4,757 4,970 10 years Leasehold improvements 19,151 18,594 Lesser of useful life or lease term Property and equipment, gross 89,973 72,325 Less: Accumulated depreciation (46,277 ) (30,843 ) Property and equipment, net $ 43,696 $ 41,482 Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $18.3 million, $12.8 million and $10.8 million, respectively. Normal repairs and maintenance are expensed as incurred. Any resulting gain or loss from the disposition of those assets is included in General and administrative expense on the Consolidated and Combined Statements of (Loss) Income. Internally Developed Technology . The Company capitalizes costs associated with customized internal-use software systems and website development that have reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and ready for its intended purpose. The Company reviews the carrying amount of internally developed technology for impairment and useful lives whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Capitalized software costs for the years ended December 31, 2019, 2018 and 2017 were $19.8 million, $11.5 million and $ 6.9 million, respectively. Capitalized costs are included in Property and equipment, net on the Consolidated Balance Sheets. Research and development costs are expensed as incurred. Goodwill and Other Intangible Assets . Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. As of December 31, 2019, the Company had $505.9 million of goodwill which resulted from TEGNA’s acquisition of Cars.com in 2014, the acquisition of DealerRater.com in 2016 and the DI Acquisition in 2018. Goodwill is tested for impairment on an annual basis or between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s goodwill is tested for impairment annually as of November 1 and at a level referred to as the reporting unit. The level at which the Company tests goodwill for impairment requires the Company to determine whether the operations below the business segment level constitute a business for which discrete financial information is available and segment management regularly reviews the operating results. The Company has determined that CARS operates as a single reporting unit. The process of estimating the fair value of goodwill is subjective and requires the Company to make estimates that may significantly impact the outcome of the analysis. A qualitative assessment is performed at least annually and considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company specifications. If after performing this assessment, the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company performs the quantitative test. Under the quantitative test, a goodwill impairment is identified by comparing the fair value of the reporting unit to the carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, goodwill is considered impaired and an impairment charge is recognized in an amount equal to the excess, not to exceed the carrying amount of goodwill. The Company estimated the fair value of the reporting unit by utilizing an income approach which uses a discounted cash flow (“DCF”) analysis and the Company also considered a market-based valuation methodology using comparable public company trading values. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, the discount rate and relevant comparable public company earnings multiples. The cash flows employed in the DCF analysis are based on the Company’s best estimate of future sales, earnings and cash flows after considering factors such as general market conditions and recent operating performance. The discount rate utilized in the DCF analysis is based on the reporting unit’s weighted-average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the Company’s reporting unit. Impairment assessment inherently involves management judgments regarding a number of assumptions described above. The reporting unit fair value also depends on the future strength of the U.S. economy. New and developing competition, as well as, technological change could also adversely affect future fair value estimates. Due to the many variables inherent in the estimation of a reporting unit’s fair value and the relative size of the Company’s recorded goodwill, differences in assumptions could have a material effect on the estimated fair values. For further information, see Note 6 (Goodwill and Other Intangible Assets). In connection with the Company’s acquisition by TEGNA, the Company recorded an intangible asset with an indefinite life associated with the Cars.com trade name. The indefinite-lived intangible asset is tested annually, or more often if circumstances dictate, for impairment and is written down to fair value as required. The estimate of fair value is determined using the “relief from royalty” methodology, which is a variation of the income approach. The discount rate assumption is based on an assessment of the risk inherent in the projected future cash flows generated by the trade name intangible asset. Amortizable intangible assets are amortized on a straight-line basis over the estimated useful lives as follows: Intangible Asset Estimated Useful Life Acquired software 2 - 7 years Content library 2 years Customer relationships 3 - 14 years Non-compete agreements 5 years Other trade names 10 - 12 years Valuation of Long-Lived Assets . The Company reviews the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Once an indicator of potential impairment has occurred, the impairment test is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of projected undiscounted future cash flows against the carrying amount of the asset group. If the carrying value of the asset group exceeds the estimated undiscounted future cash flows, the asset group would be deemed to be potentially impaired. The impairment, if any, would be measured based on the amount by which the carrying amount exceeds the fair value. Fair value is determined primarily using the projected future undiscounted cash flows. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. No impairment losses were recognized for the periods presented in the Consolidated and Combined Statements of (Loss) Income. Fair Value of Financial Instruments . The Company’s financial instruments include marketable securities held at fair value. Financial instruments also include accounts receivable, accounts payable, debt and other liabilities. The carrying values of these instruments approximate their fair values. Derivative Financial Instrument. 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 principally utilized to fund the Separation and the DI Acquisition, on a notional amount of $300 million. The Swap is designated as a cash flow hedge of interest rate risk and recorded at fair value in Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets. Any gains or losses on the Swap are reported as a component of Accumulated other comprehensive loss until reclassified into Interest expense, net in the same period the hedge transaction impacts earnings. As of December 31, 2019, the fair value of the Swap was an unrealized loss of $ 10.2 4.2 6.0 2.0 million was reclassified from Accumulated other comprehensive loss into Interest expense, net. Income Taxes . Income taxes are presented on the Consolidated and Combined Financial Statements using the asset and liability method, under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying amount of assets and liabilities and their respective tax basis, as well as from operating loss and tax credit carry-forwards. Deferred income taxes reflect expected future tax benefits (i.e. assets) and future tax costs (i.e. liabilities). The Company measures deferred tax assets and liabilities using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. Valuation allowances are established if, based upon the weight of available evidence, management determines it is “more likely than not” that some portion or all of the deferred tax asset will not be realized. The Company’s uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities or the rendering of relevant court decisions. Uncertain tax positions that relate to deferred tax assets are recorded against deferred tax assets; otherwise, uncertain tax positions are recorded as either a current or noncurrent liability in the Consolidated Balance Sheets. The Company records penalties and interest relating to uncertain tax positions in Income tax (benefit) expense in the Consolidated and Combined Statements of (Loss) Income. The Company has not recorded any material expense or liabilities related to interest or penalties in its Consolidated and Combined Financial Statements. Stock-Based Compensation. Stock-based compensation expense is recognized on a straight-line basis over the vesting period. Forfeitures are recorded at the time the forfeiture event occurs. For further information, see Note 12 (Stock-Based Compensation) Advertising Costs . The Company expenses all advertising costs as they are incurred and are included in Marketing and sales in the Consolidated and Combined Statements of (Loss) Income. Advertising expense for the years ended December 31, 2019, 2018 and 2017 was $115.8 million, $109.2 million and $104.6 million, respectively. Cost of Revenue and Operations. Cost of revenue and operations consist of expenses related to the pay-per-lead products, third-party costs such as processing of dealer vehicle inventory, product fulfillment, customer service and related compensation costs. Defined Contribution Plans. The Company’s employees are eligible to participate in a defined contribution plan. Participants are eligible on the first day of the quarter following the date of hire after one month of service and are allowed to make tax-deferred contributions up to 100% of annual compensation, subject to limitations specified by the Internal Revenue Code of 1986, as amended. Employer contributions consist of matching contributions and/or non-elective employer contributions. The Company provides a maximum match for 4% of the employee’s salary and contributions are immediately fully vested. The Company’s contributions to its defined contribution plans for the years ended December 31, 2019, 2018 and 2017 were $4.3 million, $4.4 million and $4.1 million, respectively |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Note 3. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Financial Instruments – Credit Losses. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses changing the way credit losses on accounts receivable are estimated. Under current U.S. GAAP, credit losses on trade accounts receivable are recognized once it is probable that such losses will occur. Under this ASU, 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. This ASU will be effective in the first quarter of 2020 and will be adopted using a modified retrospective approach. The Company has evaluated this new guidance and it will not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Cloud Computing Arrangements. In August 2018, the FASB issued 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. This ASU will be effective in the first quarter of 2020 and will be adopted on a prospective basis. The Company has evaluated this new guidance and it will not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Recently Adopted Accounting Pronouncements Revenue Recognition. The FASB amended the FASB Accounting Standards Codification (“ASC”) and created Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue recognition occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In addition, ASC 606 requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company’s primary source of revenue is the sale of marketplace subscription advertising to car dealerships, which will continue to be recognized ratably over the contract term as the service is provided to the customer. Effective January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. The adoption did not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. For further information, see Note 5 (Revenue). 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. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. 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 and Combined 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 relates to the derecognition of the Company’s deferred rent obligation, which included the impact of a lease incentive received in 2017 related to the 300 South Riverside Lease in Chicago, Illinois and was already recorded on the Consolidated Balance Sheets at the time of the adoption. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | Note 4. Business Combination On February 21, 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. Dealer Inspire consists of proprietary solutions that are complementary extensions of the Company’s online marketplace platform and current suite of dealer solutions. The Company expensed as incurred total acquisition costs of $4.9 million, of which $4.3 million was recorded during the twelve months ended December 31, 2018. These costs were recorded in General and administrative in the Consolidated and Combined Statements of (Loss) Income. In connection with the DI Acquisition, Dealer Inspire’s unvested equity awards were cash settled for a total of $5.7 million. The fair value of these awards was based on the price paid per common share to the owners of the acquired businesses and recognized immediately after the DI Acquisition as compensation expense in the Company’s Consolidated and Combined Statements of (Loss) Income. Purchase Price Allocation. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third-party valuations that utilize customary valuation procedures and techniques, such as the income approach. The DI Acquisition purchase price allocation is as follows (in thousands): Acquisition-date Fair Value Cash consideration (1) $ 164,333 Contingent consideration (2) 2,200 Cash settlement of DI Acquisition's unvested equity awards (3) (5,700 ) Total consideration $ 160,833 Cash $ 1,480 Accounts receivable 11,291 Property and equipment 1,215 Other assets 320 Identified intangible assets (4) 71,900 Total assets acquired 86,206 Accounts payable (2,514 ) Deferred tax liability (14,741 ) Other liabilities (4,460 ) Total liabilities assumed (21,715 ) Net identifiable assets 64,491 Goodwill 96,342 Total consideration $ 160,833 (1) A reconciliation of cash consideration to Payment for DI Acquisition, net in the Consolidated and Combined Statements of Cash Flows is as follows (in thousands): Cash consideration $ 164,333 Less: Cash settlement of DI Acquisition's unvested equity awards (3) (5,700 ) Less: Cash acquired (1,480 ) Payment for DI Acquisition, net $ 157,153 (2) As part of the DI Acquisition, the Company may be required to pay up to an additional $15 million in cash consideration to the former owners. The actual amount to be paid will be based on Dealer Inspire’s future performance related to certain revenue targets to be attained over a three-year (3) In connection with the DI Acquisition, Dealer Inspire’s unvested equity awards were cash settled. The fair value of these awards was based on the price paid per common share to the owners of the acquired businesses and recognized immediately after the DI Acquisition as compensation expense in the Company’s Consolidated and Combined Statements of (Loss) Income, as follows: $3.9 million in Product and technology, $1.0 million in Cost of revenue and operations, $0.5 million in Marketing and sales and $0.3 million in General and administrative (4) Information DI Acquisition-Date Fair Value (in thousands) Weighted-Average Amortization Period (in years) Acquired software $ 39,500 4 Customer relationships 18,300 4 Trade names 14,100 10 Total $ 71,900 In addition to the total consideration of $160.8 million, the Company granted stock-based compensation awards, worth up to $25.5 million, to certain employees. These awards require continued employee service and are based on Dealer Inspire’s future performance related to certain revenue targets to be attained over a three-year Goodwill. In connection with the DI Acquisition, the Company recorded goodwill in the amount of $96.3 million, which is primarily attributable to sales growth from existing and future technology, product offerings and customers and the value of the acquired assembled workforce. Of the total goodwill recorded in connection with the DI Acquisition, approximately $15.0 million was deductible for income tax purposes. Pro forma Financial Information (unaudited). The unaudited pro forma revenue and net income of the Company and Dealer Inspire are $669.8 million and $46.1 million as of December 31, 2018, respectively. This information gives effect to pro forma events that are factually supportable and directly attributable to the transaction. The unaudited pro forma results reflect adjustments for compensation expense related to the cash settlement of Dealer Inspire’s unvested equity awards; acquisition and integration costs; incremental intangible assets amortization based on the fair values of each identifiable intangible asset; certain other compensation related costs, including retention bonuses and stock-based compensation; and interest expense on the borrowings under the revolving loan to fund the DI Acquisition. Pro forma adjustments were tax-affected at the Company’s corporate blended statutory tax rate applicable during the respective periods presented. This unaudited pro forma information is presented for informational purposes only and may not be indicative of the historical results of operations that would have been obtained if the DI Acquisition had taken place on January 1, 2018, nor the results that may be obtained in the future. The unaudited pro forma information does not reflect future synergies or other such costs or savings. From the date of the DI Acquisition, the Company included Dealer Inspire’s financial results in its Consolidated and Combined Statements of (Loss) Income for the year ended December 31, 2018. Dealer Inspire contributed revenue of $53.1 million and a net loss of $11.3 million. et loss includes $14.0 million of incremental $8.2 million of costs related to the DI Acquisition, primarily related to the cash settlement of Dealer Inspire’s unvested equity awards and both of which are on a pre-tax basis. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 5. 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. Year Ended December 31, Sales channel 2019 2018 2017 Direct $ 477,095 $ 457,651 $ 333,248 National advertising 80,774 105,381 114,178 Other 14,442 16,156 15,854 Retail 572,311 579,188 463,280 Wholesale 34,371 82,939 162,982 Total revenue $ 606,682 $ 662,127 $ 626,262 Major products and services Marketplace subscription advertising $ 475,960 $ 507,993 $ 483,026 Display advertising 91,935 112,792 102,183 Pay per lead 26,907 30,757 31,727 Other 11,880 10,585 9,326 Total revenue $ 606,682 $ 662,127 $ 626,262 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 6. Goodwill and Other Intangible Assets Goodwill and Indefinite-Lived Intangible Asset . On September 1, 2019, the Company determined there was a triggering event, primarily caused by a sustained decrease in the Company's stock price after the completion of the strategic alternatives review process, and performed interim quantitative impairment tests. The results of the goodwill and indefinite-lived intangible asset impairment tests indicated that the carrying values exceeded the estimated fair values. Thus, during the third quarter of 2019, the Company recorded an impairment of $379.2 million and $82.3 million related to its goodwill and indefinite-lived intangible asset, respectively. In the fourth quarter of 2019, t he Company performed an updated quantitative impairment analysis of its goodwill and indefinite-lived intangible asset and the results of those tests indicated that the estimated fair value exceeded the carrying value as of December 31, 2019. For further information, see Note 2 (Significant Accounting Polices). The changes in the carrying amount of goodwill and indefinite-lived intangible asset are as follows (in thousands): Goodwill Cars.com Trade name December 31, 2017 $ 788,107 $ 872,320 Additions 96,342 — December 31, 2018 $ 884,449 $ 872,320 Impairment (379,163 ) (82,300 ) Other 599 — December 31, 2019 $ 505,885 $ 790,020 Definite Lived Intangible Assets . The Company’s definite-lived intangible assets by major asset class are as follows (in thousands): December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 832,540 $ (343,925 ) $ 488,615 $ 832,540 $ (273,799 ) $ 558,741 Acquired software 111,200 (78,831 ) 32,369 111,200 (53,002 ) 58,198 Other trade names 23,900 (5,405 ) 18,495 23,900 (3,178 ) 20,722 Non-compete agreements 2,860 (2,860 ) — 2,860 (2,431 ) 429 Content library 2,100 (2,100 ) — 2,100 (2,100 ) — Total $ 972,600 $ (433,121 ) $ 539,479 $ 972,600 $ (334,510 ) $ 638,090 Amortization for the years ended December 31, 2019, 2018 and 2017 is $98.6 million, $91.0 million and $77.9 million, respectively. Projected annual amortization expense for amortizable intangible assets is as follows (in thousands): 2020 $ 94,333 2021 84,994 2022 71,694 2023 69,828 2024 67,222 Thereafter 151,408 Total $ 539,479 |
Unfavorable Contracts Liability
Unfavorable Contracts Liability | 12 Months Ended |
Dec. 31, 2019 | |
Unfavorable Contracts Liability [Abstract] | |
Unfavorable Contracts Liability | Note 7. Unfavorable Contracts Liability In connection with the October 2014 acquisition of CARS by TEGNA, the Company entered into affiliate agreements with the former owners of CARS. Under the affiliate agreements, affiliates have the exclusive right to sell and price the Company’s products and services in their local territories, paying the Company a wholesale rate for the Company’s products. The Company charged the affiliates 60% of the corresponding Cars.com’s retail rate for products sold to affiliate dealer customers and recognized revenue generated from these agreements as Wholesale revenue in the Consolidated and Combined Statements of (Loss) Income. The Unfavorable contracts liability was established as a result of these below market-rate unfavorable affiliate agreements that the Company entered into as part of TEGNA’s acquisition of the Company in 2014. Prior to the affiliate conversions discussed below, over the annual contract period, the Company recognized $25.2 million of Wholesale revenue with a corresponding reduction of the Unfavorable contracts liability. The Unfavorable contracts liability was fully amortized as of September 30, 2019 and as of December 31, 2019 and 2018, the Unfavorable contracts liability on the Consolidated Balance Sheets was zero and $18.9 million within Current liabilities, respectively. The Company has amended five of its affiliate agreements (Gannett, McClatchy, TEGNA, tronc, and the Washington Post) and as a result, has a direct relationship with these dealer customers before the original contractual conversion date specified. As a result, we recognize the revenue associated with converted dealer customers as Retail revenue, rather than Wholesale revenue, in the Consolidated and Combined Statements of (Loss) Income. On October 1, 2019, the Belo affiliate agreement expired and the Company now directly serves all dealer customers. As part of the amendments to the affiliate agreements, Gannett, McClatchy, TEGNA, tronc, and the Washington Post have agreed to perform certain marketing support and transition services through varying dates, the latest of which is June 29, 2020. The fees the Company pays associated with the amended affiliate agreements are recorded as Affiliate revenue share expense within Operating expenses in the Consolidated and Combined Statements of (Loss) Income. The Company no longer records the amortization of the Unfavorable contracts liability associated with the converted markets to revenue as the Company is recognizing this direct revenue at retail rates. The amortization of the Unfavorable contracts liability was recorded as a reduction of Affiliate revenue share within Operating expenses in the Consolidated and Combined Statements of (Loss) Income. As of December 31, 2019, the Unfavorable contracts liability has been fully amortized. During the year ended December 31, 2019, the Company recorded $17.5 million as a reduction to Affiliate revenue share, rather than Wholesale revenue, in the Consolidated and Combined Statements of (Loss) Income. The reduction to Affiliate revenue share was partially offset by the fees associated with the marketing support and transition services. The Company’s Unfavorable contracts liability activity for the year ended December 31, 2019 is as follows (in thousands): December 31, 2018 $ 18,885 Amortization into Wholesale revenue (1) (1,358 ) Amortization into Affiliate revenue share (2) (17,527 ) December 31, 2019 $ — (1) Amount represents the amortization of the Unfavorable contracts liability related to the remaining affiliate agreements revenue (2) Amount represents the amortization of the Unfavorable contracts liability related to the converted McClatchy, tronc and Washington Post affiliate agreements into Affiliate revenue share within Operating expenses in the Consolidated and Combined Statements of (Loss) Income . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt Credit Agreement. On May 31, 2017, the Company and certain of its domestic wholly-owned subsidiaries (collectively, the “Guarantors”) entered into a Credit Agreement (the “Credit Agreement”) with the lenders named therein. In October 2019, we entered into an amendment to the Company’s Credit Agreement to increase the total net leverage covenant during the remaining term of the Credit Agreement while preserving the favorable pricing structure from the original agreement. The Credit Agreement matures on May 31, 2022 and includes (a) revolving loan commitments in an aggregate principal amount of up to $450 million (of which up to $25 million may be in the form of letters of credit at its request) and (b) term loans in an aggregate principal amount of $450 million. Interest on the borrowings under the Credit Agreement is payable based on either (i) the London Interbank Offered Rate (“LIBOR”) or (ii) the Alternate Base Rate (“ABR”), as defined in the Credit Agreement, in either case plus an applicable margin and fees which, after the second full fiscal quarter following the closing date, is based upon its total net leverage ratio. The ABR is the greater of (a) the prime rate, (b) the New York Fed Bank Rate plus 50 basis points or (c) adjusted LIBOR, which is computed as the LIBOR Screen Rate at 11:00 AM on such day. The applicable margin varies between 1.25% to 2.0% for LIBOR borrowings and 0.25% to 1.0% for ABR borrowings, depending on the Company’s net leverage ratio. The Credit Agreement requires a total maximum total net leverage of 4.50x with incremental step downs through the maturities of the term loan and the revolving loan. On May 31, 2017, the Company borrowed $675 million to fund a $650 million cash payment to TEGNA immediately prior to the distribution, to pay fees and expenses related to the Separation and to fund working capital. The term loan requires quarterly amortization payments which commenced on September 30, 2017. Debt issuance costs were $5.5 million and $4.1 million at December 31, 2019 and December 31, 2018, respectively. These debt issuance costs are recorded as a reduction of debt and the debt is accreted using the effective interest method with the amortization recorded in Interest expense, net on the Consolidated and Combined Statements of (Loss) Income. Debt Guarantors, Collateral, Covenants and Restrictions. The obligations under the Credit Agreement are guaranteed by the Guarantors and the Company. The Guarantors secured their respective obligations under the Credit Agreement by granting liens in favor of the agent on substantially all of their assets. The terms of the Credit Agreement include representations and warranties, affirmative and negative covenants (including certain financial covenants) and events of default that are customary for credit facilities of this nature. The negative covenants place restrictions and limitations on the Company’s ability to incur additional indebtedness, make distributions or other restricted payments, create liens, make certain equity or debt investments, engage in mergers or consolidations and engage in certain transactions with affiliates. As of December 31, 2019, the Company is in compliance with the covenants under its various credit agreements. Term Loan. As of December 31, 2019, the outstanding borrowings under the Term Loan were $388.1 million and the interest rate in effect was 4.5%. During the year ended December 31, 2019, the Company made $28.1 million in quarterly Term Loan payments. Revolving Loan. As of December 31, 2019, the outstanding borrowings under the Revolving Loan were $260.0 million and the interest rate in effect was 3.7%. During the year ended December 31, 2018, the Company borrowed $165.0 million to fund the DI Acquisition and $30.0 million to fund share repurchases. The Company also made $30.0 million in voluntary Revolving Loan payments during the year ended December 31, 2019. As of December 31, 2019, the Company was permitted to borrow an additional $190.0 million under the Revolving Loan. The Company’s borrowings are limited by its net leverage ratio, which was 3.8 to 1.0 as of December 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. Level 2 assets and liabilities are based on observable inputs other than quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Long-term Debt Maturities. Long-term debt includes future principal payments on long-term borrowings through scheduled maturity dates. Excluded from these amounts are the amortization of debt issuance and other costs related to indebtedness. T he Company’s contractual payments at December 31, 2019 under then-outstanding long-term debt agreements in each of the next five calendar years are as follows (in thousands): 2020 $ 33,750 2021 39,375 2022 575,000 2023 — 2024 — Total $ 648,125 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 9. 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. In May 2016, the Company entered into a new lease of office space in Chicago, Illinois. The lease extends through June 2031 and monthly rental payments under the lease escalate by 2.5% each year throughout the lease. 2020 $ 4,368 2021 4,013 2022 3,751 2023 3,850 2024 4,122 Thereafter 30,996 Total minimum lease payments 51,100 Less: Imputed interest (1) (17,527 ) Present value of the minimum lease payments 33,573 Less: Current maturities of lease obligations (1,951 ) Long-term lease obligations $ 31,622 (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 December 31, 2019, the Company’s operating lease assets, included in Investments and other assets, were $ million and operating lease liabilities were $ 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 year ended December 31, 2019 is as follows (in thousands, except months and percentage): Income statement information: Year Ended December 31, 2019 Operating lease cost $ 3,877 Short-term lease cost 1,202 Variable lease cost 2,565 Total lease cost $ 7,644 Other information: Cash paid for operating leases for the year ended December 31, 2019 $ 3,627 Weighted-average remaining lease term (in months) as of December 31, 2019 132 Weighted-average discount rate as of December 31, 2019 7.4 % Rental expense in 2018 and 2017 was $8.2 million and $7.3 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. 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 | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders Equity | Note 11. Stockholders Equity In March 2018, the Company’s Board of Directors authorized a share repurchase program to acquire up to $200 million of the Company’s common stock. The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws. The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors including price. The repurchase program has a two-year ber |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation Omnibus Plan. In May 2017, the Company’s Board of Directors approved the Cars.com Inc. Omnibus Incentive Compensation Plan (the “Omnibus Plan”), which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other stock-based and cash-based awards. A maximum of 18 million common stock shares may be issued under the Omnibus Plan. As of December 31, 2019, there were 15.1 million common stock shares available for future grants. The Company issues new shares of CARS common stock for shares delivered under the Omnibus Plan. Prior to the Separation and distribution from TEGNA, certain CARS current and former employees received TEGNA restricted share units based on TEGNA common stock. Due to the spin-off from TEGNA, all outstanding TEGNA restricted share units held by certain CARS current and former employees following the Separation were converted into an award denominated in shares of CARS common stock, with the number of shares subject to the award adjusted in a manner intended to preserve the aggregate intrinsic value of the original TEGNA restricted share units award as measured immediately before and after the Separation. Stock-based compensation expense relates to awards issued in connection with and after the Separation. Information related to stock-based compensation expense is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Stock-based compensation expense $ 7,588 $ 9,423 $ 2,627 Income tax benefit related to stock-based compensation expense 2,840 1,222 643 Information related to outstanding stock-based compensation awards as of December 31, 2019 for restricted share units (“RSUs”), performance share units (“PSUs”), and the Cars.com Employee Stock Purchase Plan (“ESPP”) is as follows (in thousands, except for weighted-average remaining period): Unearned Compensation Weighted-Average Remaining Period (in years) RSUs $ 14,708 2.0 PSUs 518 2.2 ESPP 161 0.3 Total $ 15,387 2.0 Restricted Share Units. RSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. RSU’s are subject to graded vesting, generally ranging between one and four years and the fair value of the RSUs is equal to the Company’s common stock price on the date of grant. Number of RSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2018 769 $ 26.20 Granted 582 23.51 Vested and delivered (241 ) 26.00 Forfeited (167 ) 25.23 Outstanding as of December 31, 2019 (1) 943 24.68 (1) The outstanding balance as of December 31, 2019 includes 81,000 RSUs that were vested, but not yet delivered. The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2019 and 2018 was $23.51 and $26.63, respectively. The total grant-date fair value of RSUs that vested during the years ended December 31, 2019 and 2018 was $7.1 million and $3.7 million, respectively. Performance Share Units. PSUs 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 . The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. PSU activity for the year ended December 31, 2019 is as follows (in thousands, except for weighted-average grant date fair value): Number of PSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2018 766 $ 27.37 Granted 212 23.99 Vested and delivered — — Forfeited (25 ) 26.27 Outstanding as of December 31, 2019 953 26.60 The PSUs granted during the years ended December 31, 2019 and the remaining PSUs granted during the year ended December 31, 2018 require continued employee service. The percentage of these PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s future performance related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization targets over a three-year During the year ended December 31, 2018, the Company granted 632,000 to certain employees in connection with the DI Acquisition and require continued employee service. The percentage of PSUs that shall vest will range from 0% to 150% of the number of PSUs granted based on Dealer Inspire’s future performance related to certain revenue targets over a three-year Employee Stock Purchase Plan. On September 19, 2017, the Company’s Board of Directors approved the Cars.com Employee Stock Purchase Plan (the “ESPP”). Eligible employees may authorize payroll deductions of up to 10% of the employee’s base earnings with a maximum of $10,000 per every six-month offering period to purchase CARS common stock at a purchase price per share equal to 85% of the lower of (i) the closing market price per share of CARS at the beginning of the offering period or (ii) the closing market price per share at the end of the offering period. A maximum of three million shares are available for issuance under the ESPP. As of December 31, 2019, 2.8 million shares were available for issuance under the ESPP. The Company issued 0.1 million shares related to the ESPP for the years ended December 31, 2019 and 2018. The Company recorded $0.5 million and $0.4 million of stock-based compensation expense related to the ESPP for the years ended December 31, 2019 and 2018, respectively. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | Note 13. (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 computations of the Company’s basic and diluted (loss) earnings per share are set forth below (in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 (1) Net (loss) income $ (445,324 ) $ 38,809 $ 224,443 Basic weighted-average common shares outstanding 66,995 70,318 71,661 Effect of dilutive stock-based compensation awards (2) — 229 66 Diluted weighted-average common shares outstanding 66,995 70,547 71,727 (Loss) earnings per share, basic $ (6.65 ) $ 0.55 $ 3.13 (Loss) earnings per share, diluted (6.65 ) 0.55 3.13 (1) As of the Separation date of May 31, 2017, the total shares outstanding were 71.6 million. For the year ended December 31, 2017, the calculation of both basic and diluted earnings per share includes the 71.6 million shares as the shares outstanding during the period of January 1, 2017 through May 31, 2017. (2) If the Company had been in a net income position, 0.8 million potential common shares would have been included from diluted weighted-average common shares outstanding for the year ended December 31, 2019 as their inclusion would have had an anti-dilutive effect. As of December 31, 2019, the Company has two classes of stock which consist of common stock and preferred stock. As of December 31, 2019, the Company has only issued common stock at a par value of $0.01. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes Selected Information Related to Income Taxes. Significant components of (Loss) Income before income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 2017 U.S. $ (476,925 ) $ 56,114 $ 122,162 Non-U.S. 1,646 815 — (Loss) income before income taxes $ (475,279 ) $ 56,929 $ 122,162 Year Ended December 31, 2019 2018 2017 Current: U.S. federal $ 1,501 $ 254 $ 5,966 U.S. state and local 427 953 598 Non-U.S. 448 220 — Total current income tax expense 2,376 1,427 6,564 Deferred: U.S. federal (27,692 ) 11,133 (110,361 ) U.S. state and local (4,636 ) 5,560 1,516 Non-U.S. (3 ) — — Total deferred income tax (benefit) expense (32,331 ) 16,693 (108,845 ) Income tax (benefit) expense $ (29,955 ) $ 18,120 $ (102,281 ) The income tax provision differed from amounts computed at the statutory federal income tax rate, as follows (in thousands, except percentage): Year Ended December 31, 2019 2018 2017 (1) (2) $ % $ % $ % Income tax provision at statutory rate $ (99,808 ) 21.0 % $ 11,955 21.0 % $ 42,757 35.0 % Tax effect of pre-Separation earnings — — — — (16,210 ) (13.3 ) State income taxes, net of federal income tax benefit (5,374 ) 1.1 2,668 4.7 2,294 1.9 Book impairment and other permanent differences 71,650 (15.1 ) — — — — Effect of change in apportionment factors (3) 928 (0.2 ) 3,467 6.1 — — Write-off of permanent outside basis difference — — — — (50,687 ) (41.5 ) Effect of U.S. federal tax rate change (4) — — — — (80,298 ) (65.7 ) Other, net 2,649 (0.5 ) 30 — (137 ) (0.1 ) Income tax (benefit) expense $ (29,955 ) 6.3 % $ 18,120 31.8 % $ (102,281 ) (83.7 ) % (1) On February 3, 2017, the Company entered into a Tax Matters Agreement with TEGNA, which governs the tax relationship between the Company and TEGNA for the tax periods through the May 31, 2017 Separation of the Company from TEGNA. Under this agreement, TEGNA is responsible for all payments of federal and state income tax due with respect to pre-closing tax liabilities. Accordingly, TEGNA prepared all federal, state and local income tax returns for the pre-closing period. Pursuant to the Tax Matters Agreement, TEGNA agreed to indemnify the Company for: (1) all pre-closing taxes, including any pre-closing taxes resulting from any audit, amendment, other change or adjustment, (2) any taxes resulting from a breach by TEGNA of any covenant in the Tax Matters Agreement and (3) any stamp, sales and use, gross receipts, value-added or other transfer taxes imposed on TEGNA on the Separation of the Company from TEGNA, any refund of pre-closing taxes, or other taxes for which TEGNA is responsible are for the benefit of, and will be paid to, TEGNA. The Company agreed to indemnify TEGNA for: (1) all post-closing taxes, (2) any taxes resulting from a breach by the Company of any covenant in the Tax Matters Agreement, (3) any tax arising from the failure or breach of any representation or covenant made by the Company which failure or breach results in the intended tax consequences of the Separation transaction not being achieved and (4) any stamp, sales and use, gross receipts, value-added or other transfer tax imposed on the Company on the Separation of the Company from TEGNA. (2) The income tax benefit for the year ended December 31, 2017 is based upon seven months of Cars.com, LLC activity and twelve months of DealerRater activity. (3) This reflects changes in apportionment factors upon the finalization of the post-Spin 2017 state tax returns in the fourth quarter of 2018. (4) On December 22, 2017, the U.S. government enacted comprehensive tax legislation, which made broad and complex changes to the U.S. tax code, including, but not limited to, the following that impact the Company: (1) reducing the U.S. federal corporate income tax rate from 35% to 21%; (2) enhancing and extending the option to claim accelerated depreciation deductions by allowing full expensing of qualified property through 2022; (3) limiting the deductibility of certain executive compensation; and (4) limiting certain other deductions. The Company recorded net tax expense of $80.3 million in 2017 related to the revaluation of its net deferred tax liabilities, in accordance with ASC 740. The Company’s effective tax rate for the year ended December 31, 2019 differed from the federal statutory rate of 21%, primarily due to the tax impact of the goodwill and intangible asset impairment and other permanent differences. The Company’s effective tax rate for the year ended December 31, 2018 differed from the federal statutory rate of 21%, primarily due to unfavorable changes in the apportionment factors upon the finalization of the post-Spin 2017 state tax returns in the fourth quarter of 2018 and state income tax expenses. The Company’s effective tax rate for the year ended December 31, 2017 differed from the federal statutory rate of 35%, primarily due to the non-cash income tax benefits of $16 million, $51 million and $80 million related to pre-Separation earnings, of which the payments were the responsibility of TEGNA, the write-off of the permanent outside basis difference resulting from the change in the tax status of the Cars.com, LLC flow-through entity and the reduction in the corporate federal income tax rate, respectively. Deferred Tax Assets and Liabilities. As part of the implementation of the post-Separation legal entity structure, the Company was required to record deferred tax assets and liabilities for temporary differences between financial accounting and tax reporting. Accordingly, in 2017, the Company recorded $246 million of net deferred tax liabilities associated with the outside basis difference in the Cars.com, LLC flow-through entity, with the offset recorded in TEGNA’s investment net. In October 2017, Cars.com, LLC prospectively changed its corporate structure to convert from being taxed as a partnership to being taxed as a C corporation. As a result of the change in corporate structure, Cars.com, LLC was also required to change its reporting of deferred tax assets and liabilities. During the period, the Company recorded a $51 million non-cash write-off of the permanent outside basis difference resulting from this reporting change. The Company has recorded deferred tax assets related to federal and state income tax net operating loss (“NOL”) carryforwards of approximately $7.1 million and $1.5 million, respectively. The federal NOL, and the majority of the state NOLs, can be carried forward indefinitely. The Company also has recorded deferred tax assets related to federal and Illinois research and development (“R&D”) tax credit carryforwards of $1.8 million and $0.8 million, respectively. The federal and state R&D tax credits may be carried forward 20 years and 5 years, respectively. The Company expects to fully utilize all NOL and tax credit carryforwards before the expiration of any carryforward period. Significant components of the deferred tax assets and liabilities are as follows (in thousands): December 31, 2019 2018 Deferred income tax liabilities: Depreciation $ (4,459 ) $ (4,629 ) Intangibles (150,090 ) (183,632 ) Lease obligations (3,893 ) — Other (1,420 ) (1,217 ) Total deferred tax liabilities $ (159,862 ) $ (189,478 ) Deferred income tax assets: Accrued compensation $ 5,742 $ 4,098 Right of use assets 3,793 — Unfavorable contracts liability — 4,739 NOL and tax credit carryforwards 11,152 — Other 6,179 2,725 Total deferred tax assets $ 26,866 $ 11,562 Less: Valuation allowance — — Net deferred tax liability $ (132,996 ) $ (177,916 ) Uncertain Tax Positions. Judgment is required in evaluating tax positions and determining the provision for income taxes. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite the Company’s belief that the tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. A summary of the Company’s uncertain tax positions is as follows (in thousands): Year Ended December 31, 2019 2018 Balance as of January 1 $ 595 $ — Additions for tax positions of prior years 906 595 Income before income taxes $ 1,501 $ 595 At December 31, 2019 and 2018, there are $1.5 million and $0.6 million of unrecognized tax benefits that, if recognized, would affect the annual tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2019, 2018 and 2017, amounts paid and amounts accrued for the payment of interest and penalties accrued was immaterial. The Company files a consolidated U.S. federal income tax return as well as income tax returns in various state and local jurisdictions. The Company's tax returns are routinely audited by federal and state tax authorities and these tax audits are at various stages of completion at any given time. Generally, the Company’s tax returns open to examination by a federal or state taxing authority are for years beginning on or after December 31, 2016. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 15. Segment Information Operating segments are components of an enterprise where separate financial information is available that is evaluated regularly by the chief operating decision maker (the “CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the CARS President and Chief Executive Officer. For the year ended December 31, 2019, the Company had one operating and reportable segment that generates revenue through two sales channels (Retail and Wholesale) which are presented on the Consolidated and Combined Statements of (Loss) Income. As of October 2019, the Company now has a direct relationship with all dealer customers and recognizes revenue associate d with converted dealers as Retail revenue, rather than Wholesale revenue. For the years ended December 31, 2019, 2018 and 2017, the Company did not have any one customer that generated greater than 10% of total revenue. Substantially all revenue and long-lived assets were generated and located within the U.S. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party | Note 16. Related Party The Company was party to a commercial agreement with TEGNA, who was considered a related party through the Separation date of May 31, 2017. Related party revenue earned from this agreement was zero for the years ended December 31, 2019 and 2018 and $3.4 million for the year ended December 31, 2017. The commercial agreement with TEGNA is effective until June 29, 2020. Prior to the Separation, TEGNA utilized a centralized approach to cash management and the financing of its operations, providing funds to its subsidiaries as needed. These transactions were recorded in “TEGNA’s investment, net” when advanced. Accordingly, none of TEGNA’s cash and cash equivalents were assigned to the Company in TEGNA’s financial statements. Cash and cash equivalents in the Company’s Consolidated Balance Sheets represent cash held directly by the Company. Equity in the Consolidated Balance Sheets represents the accumulated balance of transactions between the Company and TEGNA, the Company’s paid-in-capital and TEGNA’s interest in the Company’s accumulated deficit, and are presented within “TEGNA’s investment, net.” The amounts comprising the accumulated balance of transactions between the Company and TEGNA and TEGNA affiliates include (1) the cumulative net assets attributed to the Company by TEGNA and TEGNA affiliates; (2) the cumulative net advances to TEGNA representing the Company’s cumulative funds swept (net of funding provided by TEGNA and TEGNA affiliates to the Company) as part of the centralized cash management program; and (3) certain post-Separation transactions. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Note 17. Selected Quarterly Financial Data (Unaudited) Quarter Ended (In thousands, except per share amounts) March 31 June 30 September 30 December 31 2019 Revenue $ 154,198 $ 148,207 $ 152,090 $ 152,187 Cost of revenue and operations 25,579 24,319 25,089 24,562 Operating (loss) income (4,054 ) 1,004 (447,716 ) 4,706 Net loss (9,031 ) (6,026 ) (426,157 ) (4,110 ) Loss per share, basic (0.13 ) (0.09 ) (6.38 ) (0.06 ) Loss per share, diluted (0.13 ) (0.09 ) (6.38 ) (0.06 ) 2018 Revenue $ 159,957 $ 168,512 $ 169,312 $ 164,346 Cost of revenue and operations 17,985 22,500 23,808 26,140 Operating income 7,166 24,557 28,331 23,870 Net income 929 12,726 15,797 9,357 Earnings per share, basic 0.01 0.18 0.23 0.14 Earnings per share, diluted 0.01 0.18 0.23 0.14 |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts For the Years Ended December 31, 2019, 2018 and 2017 (In thousands) Description Balance at Beginning of Period Additions Charged to Costs and Expenses Write-offs Recoveries Balance at End of Period Allowance for doubtful accounts: 2019 $ 4,441 $ 4,897 $ (4,638 ) $ 345 $ 5,045 2018 2,616 4,391 (3,383 ) 817 4,441 2017 3,527 2,452 (4,037 ) 674 2,616 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates . The preparation of the accompanying Consolidated and Combined Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated and Combined Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates |
Reclassifications | Reclassifications . Certain prior year balances have been reclassified to conform to the current year presentation. Historically, certain costs related to severance, transformation and other exit costs; costs associated with a 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 and Combined Statements of (Loss) Income. Beginning on January 1, 2019, these costs are reflected within General and administrative expenses and 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 (loss) income as a result of these reclassifications. No such adjustments were required for the year ended December 31, 2017. Year Ended December 31, 2018 As Reported Adjustments As Adjusted Cost of revenue and operations $ 92,367 $ (1,934 ) $ 90,433 Product and technology 73,970 (5,181 ) 68,789 Marketing and sales 232,884 (6,144 ) 226,740 General and administrative 59,684 13,259 72,943 Affiliate revenue share 15,488 — 15,488 Depreciation and amortization 103,810 — 103,810 Total operating expenses $ 578,203 $ — $ 578,203 |
Revenue | Revenue. The Company accounts for a customer arrangement when the Company and the customer have an approved contract that specifies the rights and obligations of each party and the payment terms, and the Company believes it is probable that the Company will collect substantially all of the consideration to which the Company will be entitled in exchange for the services that will be provided to the customer. The Company allocates the contractual transaction price to each distinct performance obligation and recognizes revenue when it satisfies a performance obligation by providing a service to a customer. Revenue is generated through the Company’s direct sales force (Retail revenue) and affiliate sales channels (Wholesale revenue). Marketplace Subscription Advertising Revenue. The Company’s primary source of Retail revenue and Wholesale revenue are through the sale of marketplace subscription advertising to dealer customers through varying levels of subscription packages. The Company’s subscription packages provide the dealer customer’s available new and used vehicle inventory to in-market shoppers on the Cars.com website. The subscription packages are generally a fixed price arrangement with a contract term generally ranging from three to six months that is automatically renewed, typically on a month-to month basis. The Company recognizes subscription package revenue ratably as the service is provided over the contract term. Marketplace subscription advertising revenue is recorded in Retail revenue and Wholesale revenue in the Consolidated and Combined Statements of (Loss) Income. The Company also offers its customers several add-on products to the subscription packages. Add-on products include premium advertising products that can be uniquely tailored to an individual dealer customer’s current needs. Substantially all of the Company’s add-on products are not sold separately from the subscription packages as the customer cannot benefit from add-on products on their own. Therefore, the subscription packages and add-on products are combined as a single performance obligation, and the Company recognizes the related revenue ratably as the services are provided over the contract term. The Company also provides services, including hosting, related to flexible, custom designed website platforms supporting highly personalized digital marketing campaigns, digital retailing and messaging platform products. The Company recognizes revenue related to these services ratably as the service is provided over the contract term. The related revenue is recorded in Retail revenue in the Consolidated and Combined Statements of (Loss) Income. Prior to October 2019, the Company’s affiliates also sold marketplace subscription advertising Display Advertising Products and Services Revenue. The Company also earns revenue through the sale of display advertising on the Company’s website to national advertisers, pursuant to transaction-based contracts, which are billed for impressions delivered or click-throughs on their advertisements. An impression is the display of an advertisement to an end-user on the website and is a measure of volume. A click-through occurs when an end-user clicks on an impression. The Company recognizes revenue as the impressions or click-throughs are delivered. If the impressions or click-throughs delivered are less than the amount invoiced to the customer, the difference is recorded as deferred revenue and recognized as revenue when earned. The Company also provides services related to customized digital marketing and customer acquisition services, including paid, organic, social and creative services to dealer customers. The Company recognizes revenue related to these services at the point in time the service is provided. Display advertising products revenue sold to dealer customers is recorded in Retail revenue in the Consolidated and Combined Statements of (Loss) Income. Pay Per Lead Revenue. The Company also sells leads, which are connections from consumers to dealer customers in the form of phone calls, emails and text messages, to dealer customers, OEMs and third-party resellers. The Company recognizes pay per lead revenue primarily on a per-lead basis at the point in time in which the lead has been delivered. Revenue related to pay per lead is recorded in Retail and Wholesale revenue, in the Consolidated and Combined Statements of (Loss) Income. Other Revenue. Other revenue primarily includes revenue related to vehicle listing data sold to third-parties and peer-to-peer vehicle advertising. The Company recognizes other revenue either ratably as the services are provided or at the point in time the services have been performed. Other revenue is recorded in Retail revenue in the Consolidated and Combined Statements of (Loss) Income. |
Cash and Cash Equivalents | Cash and Cash Equivalents. All cash balances and liquid investments with original maturities of three months or less on their acquisition date are classified as cash and cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts . Accounts receivable are primarily derived from sales to dealer customers and OEMs and recorded at invoiced amounts. The allowance for doubtful accounts reflects the Company’s estimate of credit exposure, determined principally on the basis of its collection experience, aging of its receivables and any specific reserves needed for certain customers based on their credit risk. Bad debt expense for the years ended December 31, 2019, 2018 and 2017 was $4.9 million, $4.4 million and $2.5 million, respectively, and is included in Marketing and sales in the Consolidated and Combined Statements of (Loss) Income. |
Concentrations of Credit Risk | Concentrations of Credit Risk. The Company’s financial instruments, consisting primarily of cash and cash equivalents and customer receivables, are exposed to concentrations of credit risk. The Company invests its cash and cash equivalents with highly-rated financial institutions. |
Investments | Investments . Investments in non-marketable equity securities are measured at fair value with changes in fair value recognized in Net (loss) income. The Company utilizes the measurement alternative for equity investments without readily determinable fair values and revalues these investments upon the occurrence of an observable price change for similar investments. The non-marketable investments recorded within Investments and other assets on the Consolidated Balance Sheets were $9.4 million as of December 31, 2019 and 2018. On at least an annual basis, the Company assesses its investments to determine whether any events have occurred, or circumstances have changed, which might have a significant adverse effect on their fair value and which may be indicative of impairment. There were no impairments recorded for the periods presented in the Consolidated and Combined Statements of (Loss) Income. |
Property and Equipment | Property and Equipment . Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives as follows (in thousands): December 31, Asset 2019 2018 Estimated Useful Life Computer software $ 46,636 $ 29,300 18 months - 5 years Computer hardware 19,429 19,461 3 - 5 years Furniture and fixtures 4,757 4,970 10 years Leasehold improvements 19,151 18,594 Lesser of useful life or lease term Property and equipment, gross 89,973 72,325 Less: Accumulated depreciation (46,277 ) (30,843 ) Property and equipment, net $ 43,696 $ 41,482 Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $18.3 million, $12.8 million and $10.8 million, respectively. Normal repairs and maintenance are expensed as incurred. Any resulting gain or loss from the disposition of those assets is included in General and administrative expense on the Consolidated and Combined Statements of (Loss) Income. |
Internally Developed Technology | Internally Developed Technology . The Company capitalizes costs associated with customized internal-use software systems and website development that have reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and ready for its intended purpose. The Company reviews the carrying amount of internally developed technology for impairment and useful lives whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Capitalized software costs for the years ended December 31, 2019, 2018 and 2017 were $19.8 million, $11.5 million and $ 6.9 million, respectively. Capitalized costs are included in Property and equipment, net on the Consolidated Balance Sheets. Research and development costs are expensed as incurred. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets . Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. As of December 31, 2019, the Company had $505.9 million of goodwill which resulted from TEGNA’s acquisition of Cars.com in 2014, the acquisition of DealerRater.com in 2016 and the DI Acquisition in 2018. Goodwill is tested for impairment on an annual basis or between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s goodwill is tested for impairment annually as of November 1 and at a level referred to as the reporting unit. The level at which the Company tests goodwill for impairment requires the Company to determine whether the operations below the business segment level constitute a business for which discrete financial information is available and segment management regularly reviews the operating results. The Company has determined that CARS operates as a single reporting unit. The process of estimating the fair value of goodwill is subjective and requires the Company to make estimates that may significantly impact the outcome of the analysis. A qualitative assessment is performed at least annually and considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company specifications. If after performing this assessment, the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company performs the quantitative test. Under the quantitative test, a goodwill impairment is identified by comparing the fair value of the reporting unit to the carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, goodwill is considered impaired and an impairment charge is recognized in an amount equal to the excess, not to exceed the carrying amount of goodwill. The Company estimated the fair value of the reporting unit by utilizing an income approach which uses a discounted cash flow (“DCF”) analysis and the Company also considered a market-based valuation methodology using comparable public company trading values. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, the discount rate and relevant comparable public company earnings multiples. The cash flows employed in the DCF analysis are based on the Company’s best estimate of future sales, earnings and cash flows after considering factors such as general market conditions and recent operating performance. The discount rate utilized in the DCF analysis is based on the reporting unit’s weighted-average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the Company’s reporting unit. Impairment assessment inherently involves management judgments regarding a number of assumptions described above. The reporting unit fair value also depends on the future strength of the U.S. economy. New and developing competition, as well as, technological change could also adversely affect future fair value estimates. Due to the many variables inherent in the estimation of a reporting unit’s fair value and the relative size of the Company’s recorded goodwill, differences in assumptions could have a material effect on the estimated fair values. For further information, see Note 6 (Goodwill and Other Intangible Assets). In connection with the Company’s acquisition by TEGNA, the Company recorded an intangible asset with an indefinite life associated with the Cars.com trade name. The indefinite-lived intangible asset is tested annually, or more often if circumstances dictate, for impairment and is written down to fair value as required. The estimate of fair value is determined using the “relief from royalty” methodology, which is a variation of the income approach. The discount rate assumption is based on an assessment of the risk inherent in the projected future cash flows generated by the trade name intangible asset. Amortizable intangible assets are amortized on a straight-line basis over the estimated useful lives as follows: Intangible Asset Estimated Useful Life Acquired software 2 - 7 years Content library 2 years Customer relationships 3 - 14 years Non-compete agreements 5 years Other trade names 10 - 12 years |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets . The Company reviews the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Once an indicator of potential impairment has occurred, the impairment test is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of projected undiscounted future cash flows against the carrying amount of the asset group. If the carrying value of the asset group exceeds the estimated undiscounted future cash flows, the asset group would be deemed to be potentially impaired. The impairment, if any, would be measured based on the amount by which the carrying amount exceeds the fair value. Fair value is determined primarily using the projected future undiscounted cash flows. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. No impairment losses were recognized for the periods presented in the Consolidated and Combined Statements of (Loss) Income. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments . The Company’s financial instruments include marketable securities held at fair value. Financial instruments also include accounts receivable, accounts payable, debt and other liabilities. The carrying values of these instruments approximate their fair values. |
Derivative Financial Instrument | Derivative Financial Instrument. 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 principally utilized to fund the Separation and the DI Acquisition, on a notional amount of $300 million. The Swap is designated as a cash flow hedge of interest rate risk and recorded at fair value in Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets. Any gains or losses on the Swap are reported as a component of Accumulated other comprehensive loss until reclassified into Interest expense, net in the same period the hedge transaction impacts earnings. As of December 31, 2019, the fair value of the Swap was an unrealized loss of $ 10.2 4.2 6.0 2.0 million was reclassified from Accumulated other comprehensive loss into Interest expense, net. |
Income Taxes | Income Taxes . Income taxes are presented on the Consolidated and Combined Financial Statements using the asset and liability method, under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying amount of assets and liabilities and their respective tax basis, as well as from operating loss and tax credit carry-forwards. Deferred income taxes reflect expected future tax benefits (i.e. assets) and future tax costs (i.e. liabilities). The Company measures deferred tax assets and liabilities using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. Valuation allowances are established if, based upon the weight of available evidence, management determines it is “more likely than not” that some portion or all of the deferred tax asset will not be realized. The Company’s uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities or the rendering of relevant court decisions. Uncertain tax positions that relate to deferred tax assets are recorded against deferred tax assets; otherwise, uncertain tax positions are recorded as either a current or noncurrent liability in the Consolidated Balance Sheets. The Company records penalties and interest relating to uncertain tax positions in Income tax (benefit) expense in the Consolidated and Combined Statements of (Loss) Income. The Company has not recorded any material expense or liabilities related to interest or penalties in its Consolidated and Combined Financial Statements. |
Stock-Based Compensation | Stock-Based Compensation. Stock-based compensation expense is recognized on a straight-line basis over the vesting period. Forfeitures are recorded at the time the forfeiture event occurs. For further information, see Note 12 (Stock-Based Compensation) |
Advertising Costs | Advertising Costs . The Company expenses all advertising costs as they are incurred and are included in Marketing and sales in the Consolidated and Combined Statements of (Loss) Income. Advertising expense for the years ended December 31, 2019, 2018 and 2017 was $115.8 million, $109.2 million and $104.6 million, respectively. |
Cost of Revenue and Operations | Cost of Revenue and Operations. Cost of revenue and operations consist of expenses related to the pay-per-lead products, third-party costs such as processing of dealer vehicle inventory, product fulfillment, customer service and related compensation costs. |
Defined Contribution Plans | Defined Contribution Plans. The Company’s employees are eligible to participate in a defined contribution plan. Participants are eligible on the first day of the quarter following the date of hire after one month of service and are allowed to make tax-deferred contributions up to 100% of annual compensation, subject to limitations specified by the Internal Revenue Code of 1986, as amended. Employer contributions consist of matching contributions and/or non-elective employer contributions. The Company provides a maximum match for 4% of the employee’s salary and contributions are immediately fully vested. The Company’s contributions to its defined contribution plans for the years ended December 31, 2019, 2018 and 2017 were $4.3 million, $4.4 million and $4.1 million, respectively |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Financial Instruments – Credit Losses. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses changing the way credit losses on accounts receivable are estimated. Under current U.S. GAAP, credit losses on trade accounts receivable are recognized once it is probable that such losses will occur. Under this ASU, 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. This ASU will be effective in the first quarter of 2020 and will be adopted using a modified retrospective approach. The Company has evaluated this new guidance and it will not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Cloud Computing Arrangements. In August 2018, the FASB issued 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. This ASU will be effective in the first quarter of 2020 and will be adopted on a prospective basis. The Company has evaluated this new guidance and it will not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. Recently Adopted Accounting Pronouncements Revenue Recognition. The FASB amended the FASB Accounting Standards Codification (“ASC”) and created Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue recognition occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In addition, ASC 606 requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company’s primary source of revenue is the sale of marketplace subscription advertising to car dealerships, which will continue to be recognized ratably over the contract term as the service is provided to the customer. Effective January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. The adoption did not have a material impact on its Consolidated and Combined Financial Statements and related disclosures. For further information, see Note 5 (Revenue). 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. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. 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 and Combined 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 relates to the derecognition of the Company’s deferred rent obligation, which included the impact of a lease incentive received in 2017 related to the 300 South Riverside Lease in Chicago, Illinois and was already recorded on the Consolidated Balance Sheets at the time of the adoption. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Reclassification of Prior Year Balances | Certain prior year balances have been reclassified to conform to the current year presentation. Historically, certain costs related to severance, transformation and other exit costs; costs associated with a 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 and Combined Statements of (Loss) Income. Beginning on January 1, 2019, these costs are reflected within General and administrative expenses and 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 (loss) income as a result of these reclassifications. No such adjustments were required for the year ended December 31, 2017. Year Ended December 31, 2018 As Reported Adjustments As Adjusted Cost of revenue and operations $ 92,367 $ (1,934 ) $ 90,433 Product and technology 73,970 (5,181 ) 68,789 Marketing and sales 232,884 (6,144 ) 226,740 General and administrative 59,684 13,259 72,943 Affiliate revenue share 15,488 — 15,488 Depreciation and amortization 103,810 — 103,810 Total operating expenses $ 578,203 $ — $ 578,203 |
Schedule of Property and Equipment Recorded at Cost and Depreciated on Straight-line Basis Over Estimated Useful Lives | Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives as follows (in thousands): December 31, Asset 2019 2018 Estimated Useful Life Computer software $ 46,636 $ 29,300 18 months - 5 years Computer hardware 19,429 19,461 3 - 5 years Furniture and fixtures 4,757 4,970 10 years Leasehold improvements 19,151 18,594 Lesser of useful life or lease term Property and equipment, gross 89,973 72,325 Less: Accumulated depreciation (46,277 ) (30,843 ) Property and equipment, net $ 43,696 $ 41,482 |
Schedule of Amortizable Intangible Assets Amortized on Straight-line Basis over Estimated Useful Lives | Amortizable intangible assets are amortized on a straight-line basis over the estimated useful lives as follows: Intangible Asset Estimated Useful Life Acquired software 2 - 7 years Content library 2 years Customer relationships 3 - 14 years Non-compete agreements 5 years Other trade names 10 - 12 years |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition Purchase Price Allocation | The DI Acquisition purchase price allocation is as follows (in thousands): Acquisition-date Fair Value Cash consideration (1) $ 164,333 Contingent consideration (2) 2,200 Cash settlement of DI Acquisition's unvested equity awards (3) (5,700 ) Total consideration $ 160,833 Cash $ 1,480 Accounts receivable 11,291 Property and equipment 1,215 Other assets 320 Identified intangible assets (4) 71,900 Total assets acquired 86,206 Accounts payable (2,514 ) Deferred tax liability (14,741 ) Other liabilities (4,460 ) Total liabilities assumed (21,715 ) Net identifiable assets 64,491 Goodwill 96,342 Total consideration $ 160,833 (1) A reconciliation of cash consideration to Payment for DI Acquisition, net in the Consolidated and Combined Statements of Cash Flows is as follows (in thousands): Cash consideration $ 164,333 Less: Cash settlement of DI Acquisition's unvested equity awards (3) (5,700 ) Less: Cash acquired (1,480 ) Payment for DI Acquisition, net $ 157,153 (2) As part of the DI Acquisition, the Company may be required to pay up to an additional $15 million in cash consideration to the former owners. The actual amount to be paid will be based on Dealer Inspire’s future performance related to certain revenue targets to be attained over a three-year (3) In connection with the DI Acquisition, Dealer Inspire’s unvested equity awards were cash settled. The fair value of these awards was based on the price paid per common share to the owners of the acquired businesses and recognized immediately after the DI Acquisition as compensation expense in the Company’s Consolidated and Combined Statements of (Loss) Income, as follows: $3.9 million in Product and technology, $1.0 million in Cost of revenue and operations, $0.5 million in Marketing and sales and $0.3 million in General and administrative (4) Information DI Acquisition-Date Fair Value (in thousands) Weighted-Average Amortization Period (in years) Acquired software $ 39,500 4 Customer relationships 18,300 4 Trade names 14,100 10 Total $ 71,900 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 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. Year Ended December 31, Sales channel 2019 2018 2017 Direct $ 477,095 $ 457,651 $ 333,248 National advertising 80,774 105,381 114,178 Other 14,442 16,156 15,854 Retail 572,311 579,188 463,280 Wholesale 34,371 82,939 162,982 Total revenue $ 606,682 $ 662,127 $ 626,262 Major products and services Marketplace subscription advertising $ 475,960 $ 507,993 $ 483,026 Display advertising 91,935 112,792 102,183 Pay per lead 26,907 30,757 31,727 Other 11,880 10,585 9,326 Total revenue $ 606,682 $ 662,127 $ 626,262 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill and Indefinite-lived Intangible Asset | The changes in the carrying amount of goodwill and indefinite-lived intangible asset are as follows (in thousands): Goodwill Cars.com Trade name December 31, 2017 $ 788,107 $ 872,320 Additions 96,342 — December 31, 2018 $ 884,449 $ 872,320 Impairment (379,163 ) (82,300 ) Other 599 — December 31, 2019 $ 505,885 $ 790,020 |
Definite-Lived Intangible Assets by Major Asset Class | The Company’s definite-lived intangible assets by major asset class are as follows (in thousands): December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 832,540 $ (343,925 ) $ 488,615 $ 832,540 $ (273,799 ) $ 558,741 Acquired software 111,200 (78,831 ) 32,369 111,200 (53,002 ) 58,198 Other trade names 23,900 (5,405 ) 18,495 23,900 (3,178 ) 20,722 Non-compete agreements 2,860 (2,860 ) — 2,860 (2,431 ) 429 Content library 2,100 (2,100 ) — 2,100 (2,100 ) — Total $ 972,600 $ (433,121 ) $ 539,479 $ 972,600 $ (334,510 ) $ 638,090 |
Projected Annual Amortization Expense for Amortizable Intangible Assets | Projected annual amortization expense for amortizable intangible assets is as follows (in thousands): 2020 $ 94,333 2021 84,994 2022 71,694 2023 69,828 2024 67,222 Thereafter 151,408 Total $ 539,479 |
Unfavorable Contracts Liabili_2
Unfavorable Contracts Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Unfavorable Contracts Liability [Abstract] | |
Summary of Unfavorable Contracts Liability Activity | The Company’s Unfavorable contracts liability activity for the year ended December 31, 2019 is as follows (in thousands): December 31, 2018 $ 18,885 Amortization into Wholesale revenue (1) (1,358 ) Amortization into Affiliate revenue share (2) (17,527 ) December 31, 2019 $ — (1) Amount represents the amortization of the Unfavorable contracts liability related to the remaining affiliate agreements revenue (2) Amount represents the amortization of the Unfavorable contracts liability related to the converted McClatchy, tronc and Washington Post affiliate agreements into Affiliate revenue share within Operating expenses in the Consolidated and Combined Statements of (Loss) Income . |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Contractual Payments | T he Company’s contractual payments at December 31, 2019 under then-outstanding long-term debt agreements in each of the next five calendar years are as follows (in thousands): 2020 $ 33,750 2021 39,375 2022 575,000 2023 — 2024 — Total $ 648,125 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Scheduled Future Minimum Lease Payments Under Operating Leases | As of December 31, 2019, the Company’s scheduled future minimum lease payments under operating leases having initial noncancelable lease terms of more than one year, were as follows (in thousands): 2020 $ 4,368 2021 4,013 2022 3,751 2023 3,850 2024 4,122 Thereafter 30,996 Total minimum lease payments 51,100 Less: Imputed interest (1) (17,527 ) Present value of the minimum lease payments 33,573 Less: Current maturities of lease obligations (1,951 ) Long-term lease obligations $ 31,622 (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 year ended December 31, 2019 is as follows (in thousands, except months and percentage): Income statement information: Year Ended December 31, 2019 Operating lease cost $ 3,877 Short-term lease cost 1,202 Variable lease cost 2,565 Total lease cost $ 7,644 Other information: Cash paid for operating leases for the year ended December 31, 2019 $ 3,627 Weighted-average remaining lease term (in months) as of December 31, 2019 132 Weighted-average discount rate as of December 31, 2019 7.4 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense relates to awards issued in connection with and after the Separation. Information related to stock-based compensation expense is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Stock-based compensation expense $ 7,588 $ 9,423 $ 2,627 Income tax benefit related to stock-based compensation expense 2,840 1,222 643 |
Schedule of Outstanding Stock-based Compensation Awards | Information related to outstanding stock-based compensation awards as of December 31, 2019 for restricted share units (“RSUs”), performance share units (“PSUs”), and the Cars.com Employee Stock Purchase Plan (“ESPP”) is as follows (in thousands, except for weighted-average remaining period): Unearned Compensation Weighted-Average Remaining Period (in years) RSUs $ 14,708 2.0 PSUs 518 2.2 ESPP 161 0.3 Total $ 15,387 2.0 |
Summary of RSU Activity | RSU activity for the year ended December 31, 2019 is as follows (in thousands, except for weighted-average grant date fair value): Number of RSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2018 769 $ 26.20 Granted 582 23.51 Vested and delivered (241 ) 26.00 Forfeited (167 ) 25.23 Outstanding as of December 31, 2019 (1) 943 24.68 (1) The outstanding balance as of December 31, 2019 includes 81,000 RSUs that were vested, but not yet delivered. |
Summary of PSU Activity | PSU activity for the year ended December 31, 2019 is as follows (in thousands, except for weighted-average grant date fair value): Number of PSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2018 766 $ 27.37 Granted 212 23.99 Vested and delivered — — Forfeited (25 ) 26.27 Outstanding as of December 31, 2019 953 26.60 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted (Loss) Earnings Per Share | The computations of the Company’s basic and diluted (loss) earnings per share are set forth below (in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 (1) Net (loss) income $ (445,324 ) $ 38,809 $ 224,443 Basic weighted-average common shares outstanding 66,995 70,318 71,661 Effect of dilutive stock-based compensation awards (2) — 229 66 Diluted weighted-average common shares outstanding 66,995 70,547 71,727 (Loss) earnings per share, basic $ (6.65 ) $ 0.55 $ 3.13 (Loss) earnings per share, diluted (6.65 ) 0.55 3.13 (1) As of the Separation date of May 31, 2017, the total shares outstanding were 71.6 million. For the year ended December 31, 2017, the calculation of both basic and diluted earnings per share includes the 71.6 million shares as the shares outstanding during the period of January 1, 2017 through May 31, 2017. (2) If the Company had been in a net income position, 0.8 million potential common shares would have been included from diluted weighted-average common shares outstanding for the year ended December 31, 2019 as their inclusion would have had an anti-dilutive effect. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Significant Components of (Loss) Income Before Income Taxes | Significant components of (Loss) Income before income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 2017 U.S. $ (476,925 ) $ 56,114 $ 122,162 Non-U.S. 1,646 815 — (Loss) income before income taxes $ (475,279 ) $ 56,929 $ 122,162 |
Schedule of Significant Components of the Income Tax Expense (Benefit) | Year Ended December 31, 2019 2018 2017 Current: U.S. federal $ 1,501 $ 254 $ 5,966 U.S. state and local 427 953 598 Non-U.S. 448 220 — Total current income tax expense 2,376 1,427 6,564 Deferred: U.S. federal (27,692 ) 11,133 (110,361 ) U.S. state and local (4,636 ) 5,560 1,516 Non-U.S. (3 ) — — Total deferred income tax (benefit) expense (32,331 ) 16,693 (108,845 ) Income tax (benefit) expense $ (29,955 ) $ 18,120 $ (102,281 ) |
Schedule of Income Tax Provision Differed from Amounts Computed at the Statutory Federal Income Tax Rate | The income tax provision differed from amounts computed at the statutory federal income tax rate, as follows (in thousands, except percentage): Year Ended December 31, 2019 2018 2017 (1) (2) $ % $ % $ % Income tax provision at statutory rate $ (99,808 ) 21.0 % $ 11,955 21.0 % $ 42,757 35.0 % Tax effect of pre-Separation earnings — — — — (16,210 ) (13.3 ) State income taxes, net of federal income tax benefit (5,374 ) 1.1 2,668 4.7 2,294 1.9 Book impairment and other permanent differences 71,650 (15.1 ) — — — — Effect of change in apportionment factors (3) 928 (0.2 ) 3,467 6.1 — — Write-off of permanent outside basis difference — — — — (50,687 ) (41.5 ) Effect of U.S. federal tax rate change (4) — — — — (80,298 ) (65.7 ) Other, net 2,649 (0.5 ) 30 — (137 ) (0.1 ) Income tax (benefit) expense $ (29,955 ) 6.3 % $ 18,120 31.8 % $ (102,281 ) (83.7 ) % (1) On February 3, 2017, the Company entered into a Tax Matters Agreement with TEGNA, which governs the tax relationship between the Company and TEGNA for the tax periods through the May 31, 2017 Separation of the Company from TEGNA. Under this agreement, TEGNA is responsible for all payments of federal and state income tax due with respect to pre-closing tax liabilities. Accordingly, TEGNA prepared all federal, state and local income tax returns for the pre-closing period. Pursuant to the Tax Matters Agreement, TEGNA agreed to indemnify the Company for: (1) all pre-closing taxes, including any pre-closing taxes resulting from any audit, amendment, other change or adjustment, (2) any taxes resulting from a breach by TEGNA of any covenant in the Tax Matters Agreement and (3) any stamp, sales and use, gross receipts, value-added or other transfer taxes imposed on TEGNA on the Separation of the Company from TEGNA, any refund of pre-closing taxes, or other taxes for which TEGNA is responsible are for the benefit of, and will be paid to, TEGNA. The Company agreed to indemnify TEGNA for: (1) all post-closing taxes, (2) any taxes resulting from a breach by the Company of any covenant in the Tax Matters Agreement, (3) any tax arising from the failure or breach of any representation or covenant made by the Company which failure or breach results in the intended tax consequences of the Separation transaction not being achieved and (4) any stamp, sales and use, gross receipts, value-added or other transfer tax imposed on the Company on the Separation of the Company from TEGNA. (2) The income tax benefit for the year ended December 31, 2017 is based upon seven months of Cars.com, LLC activity and twelve months of DealerRater activity. (3) This reflects changes in apportionment factors upon the finalization of the post-Spin 2017 state tax returns in the fourth quarter of 2018. (4) On December 22, 2017, the U.S. government enacted comprehensive tax legislation, which made broad and complex changes to the U.S. tax code, including, but not limited to, the following that impact the Company: (1) reducing the U.S. federal corporate income tax rate from 35% to 21%; (2) enhancing and extending the option to claim accelerated depreciation deductions by allowing full expensing of qualified property through 2022; (3) limiting the deductibility of certain executive compensation; and (4) limiting certain other deductions. The Company recorded net tax expense of $80.3 million in 2017 related to the revaluation of its net deferred tax liabilities, in accordance with ASC 740. |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets and liabilities are as follows (in thousands): December 31, 2019 2018 Deferred income tax liabilities: Depreciation $ (4,459 ) $ (4,629 ) Intangibles (150,090 ) (183,632 ) Lease obligations (3,893 ) — Other (1,420 ) (1,217 ) Total deferred tax liabilities $ (159,862 ) $ (189,478 ) Deferred income tax assets: Accrued compensation $ 5,742 $ 4,098 Right of use assets 3,793 — Unfavorable contracts liability — 4,739 NOL and tax credit carryforwards 11,152 — Other 6,179 2,725 Total deferred tax assets $ 26,866 $ 11,562 Less: Valuation allowance — — Net deferred tax liability $ (132,996 ) $ (177,916 ) |
Summary of Uncertain Tax Positions | A summary of the Company’s uncertain tax positions is as follows (in thousands): Year Ended December 31, 2019 2018 Balance as of January 1 $ 595 $ — Additions for tax positions of prior years 906 595 Income before income taxes $ 1,501 $ 595 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Quarter Ended (In thousands, except per share amounts) March 31 June 30 September 30 December 31 2019 Revenue $ 154,198 $ 148,207 $ 152,090 $ 152,187 Cost of revenue and operations 25,579 24,319 25,089 24,562 Operating (loss) income (4,054 ) 1,004 (447,716 ) 4,706 Net loss (9,031 ) (6,026 ) (426,157 ) (4,110 ) Loss per share, basic (0.13 ) (0.09 ) (6.38 ) (0.06 ) Loss per share, diluted (0.13 ) (0.09 ) (6.38 ) (0.06 ) 2018 Revenue $ 159,957 $ 168,512 $ 169,312 $ 164,346 Cost of revenue and operations 17,985 22,500 23,808 26,140 Operating income 7,166 24,557 28,331 23,870 Net income 929 12,726 15,797 9,357 Earnings per share, basic 0.01 0.18 0.23 0.14 Earnings per share, diluted 0.01 0.18 0.23 0.14 |
Description of Business, Comp_2
Description of Business, Company History and Basis of Presentation - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2017 | |
Description of business and basis of presentation [Line Items] | |||
Percentage of ownership by the company | 100.00% | ||
Historical allocated corporate costs | $ 2.5 | ||
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 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Reclassification of Prior Year Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Cost of revenue and operations | $ 92,367 | ||
Product and technology | 73,970 | ||
Marketing and sales | 232,884 | ||
General and administrative | 59,684 | ||
Affiliate revenue share | $ 20,790 | 15,488 | $ 8,948 |
Depreciation and amortization | 116,877 | 103,810 | 88,639 |
Total operating expenses | 1,052,742 | 578,203 | 492,006 |
Cost of revenue and operations | (1,934) | ||
Product and technology | (5,181) | ||
Marketing and sales | (6,144) | ||
General and administrative | 13,259 | ||
Affiliate revenue share | 0 | ||
Depreciation and amortization | 0 | ||
Total operating expenses | 0 | ||
Cost of revenue and operations | 90,433 | ||
Product and technology | 62,859 | 68,789 | 74,162 |
Marketing and sales | 217,432 | 226,740 | 209,813 |
General and administrative | $ 73,772 | $ 72,943 | $ 44,903 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | ||||
Percentage of retail rate charged to affiliates | 60.00% | 60.00% | ||
Provision for doubtful accounts receivable | $ 4,897,000 | $ 4,391,000 | $ 2,452,000 | |
Impairments on non-marketable investments | 0 | 0 | 0 | |
Depreciation expense | 18,266,000 | 12,820,000 | 10,770,000 | |
Capitalized software costs | 19,800,000 | 11,500,000 | 6,900,000 | |
Goodwill | 505,885,000 | 884,449,000 | 788,107,000 | |
Impairment of long-lived assets hold for continued use | 0 | 0 | 0 | |
Impairment of long-lived assets hold for sale | 0 | 0 | 0 | |
Reclassified from accumulated other comprehensive (loss) into Interest expense, net | 2,000,000 | |||
Advertising expense | $ 115,800,000 | 109,200,000 | 104,600,000 | |
Defined contribution plan maximum annual compensation | 100.00% | |||
Defined contribution plan, contributions | $ 4,300,000 | 4,400,000 | 4,100,000 | |
Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||||
Significant Accounting Policies [Line Items] | ||||
Fixed rate of interest | 2.96% | |||
Notional amount | $ 300,000,000 | |||
Unrealized loss of fair value | 10,200,000 | |||
TEGNA Inc | ||||
Significant Accounting Policies [Line Items] | ||||
Goodwill | 505,900,000 | |||
Investments and Other Assets | ||||
Significant Accounting Policies [Line Items] | ||||
Non-marketable investments | 9,400,000 | 9,400,000 | ||
Other Accrued Liabilities | Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||||
Significant Accounting Policies [Line Items] | ||||
Unrealized loss of fair value | 4,200,000 | |||
Other Noncurrent Liabilities | Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||||
Significant Accounting Policies [Line Items] | ||||
Unrealized loss of fair value | 6,000,000 | |||
Marketing and Sales | ||||
Significant Accounting Policies [Line Items] | ||||
Provision for doubtful accounts receivable | $ 4,900,000 | $ 4,400,000 | $ 2,500,000 | |
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Base subscription contract term | 3 months | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Base subscription contract term | 6 months | |||
Percentage of employee contribution of the salary | 4.00% |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Property and Equipment Recorded at Cost and Depreciated on Straight-line Basis Over Estimated Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 89,973 | $ 72,325 |
Less: Accumulated depreciation | (46,277) | (30,843) |
Property and equipment, net | 43,696 | 41,482 |
Computer Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 46,636 | 29,300 |
Computer Software | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives | 18 months | |
Computer Software | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Computer Hardware | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 19,429 | 19,461 |
Computer Hardware | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Computer Hardware | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 4,757 | 4,970 |
Estimated useful lives | 10 years | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 19,151 | $ 18,594 |
Estimated useful lives | Lesser of useful life or lease term |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Amortizable Intangible Assets Amortized on Straight-line Basis over Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Acquired Software | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Amortizing intangible assets estimated useful lives | 2 years |
Acquired Software | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Amortizing intangible assets estimated useful lives | 7 years |
Content Library | |
Finite Lived Intangible Assets [Line Items] | |
Amortizing intangible assets estimated useful lives | 2 years |
Customer Relationships | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Amortizing intangible assets estimated useful lives | 3 years |
Customer Relationships | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Amortizing intangible assets estimated useful lives | 14 years |
Non-compete Agreements | |
Finite Lived Intangible Assets [Line Items] | |
Amortizing intangible assets estimated useful lives | 5 years |
Other Trade Names | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Amortizing intangible assets estimated useful lives | 10 years |
Other Trade Names | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Amortizing intangible assets estimated useful lives | 12 years |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Accounting Policies [Abstract] | ||
Operating lease assets | $ 16,900 | $ 18,200 |
Operating lease liabilities | $ 33,573 | $ 35,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ in Thousands | Feb. 21, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Revenue targets for stock-based compensation awards performance period | 3 years | |||||
Goodwill | $ 884,449 | $ 505,885 | $ 884,449 | $ 505,885 | $ 788,107 | |
Dealer Inspire ("DI") and Launch Digital Marketing ("LDM") | ||||||
Business Acquisition [Line Items] | ||||||
Total acquisition costs incurred | $ 4,900 | |||||
Total acquisition costs recorded | $ 4,300 | |||||
Cash settlement of DI's unvested equity awards | 5,700 | |||||
Business acquisition, total consideration | 160,833 | |||||
Goodwill | 96,342 | |||||
Business acquisition, Goodwill expected income tax deductible amount | 15,000 | |||||
Revenue | 669,800 | 53,100 | ||||
Net income (loss) | $ 46,100 | $ (11,300) | ||||
Pre tax incremental intangible assets amortization expense | 14,000 | |||||
Pre tax cash settlement of unvested equity awards | $ 8,200 | |||||
Dealer Inspire ("DI") and Launch Digital Marketing ("LDM") | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Stock-based compensation awards granted | $ 25,500 |
Business Combination - Acquisit
Business Combination - Acquisition Purchase Price Allocation (Details) - USD ($) $ in Thousands | Feb. 21, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 71,900 | |||
Goodwill | $ 505,885 | $ 884,449 | $ 788,107 | |
Dealer Inspire ("DI") and Launch Digital Marketing ("LDM") | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | 164,333 | |||
Contingent consideration | 2,200 | |||
Cash settlement of DI Acquisition's unvested equity awards | (5,700) | |||
Total consideration | 160,833 | |||
Cash | 1,480 | |||
Accounts receivable | 11,291 | |||
Property and equipment | 1,215 | |||
Other assets | 320 | |||
Identified intangible assets | 71,900 | |||
Total assets acquired | 86,206 | |||
Accounts payable | (2,514) | |||
Deferred tax liability | (14,741) | |||
Other liabilities | (4,460) | |||
Total liabilities assumed | (21,715) | |||
Net identifiable assets | 64,491 | |||
Goodwill | 96,342 | |||
Total consideration | $ 160,833 |
Business Combination - Acquis_2
Business Combination - Acquisition Purchase Price Allocation (Parenthetical) (Details) $ in Thousands | Feb. 21, 2018USD ($) |
Business Acquisition [Line Items] | |
DI Acquisition-Date Fair Value | $ 71,900 |
Acquired Software | |
Business Acquisition [Line Items] | |
DI Acquisition-Date Fair Value | $ 39,500 |
Weighted-Average Amortization Period (in years) | 4 years |
Customer Relationships | |
Business Acquisition [Line Items] | |
DI Acquisition-Date Fair Value | $ 18,300 |
Weighted-Average Amortization Period (in years) | 4 years |
Trade Names | |
Business Acquisition [Line Items] | |
DI Acquisition-Date Fair Value | $ 14,100 |
Weighted-Average Amortization Period (in years) | 10 years |
Dealer Inspire ("DI") and Launch Digital Marketing ("LDM") | |
Business Acquisition [Line Items] | |
Cash consideration | $ 164,333 |
Less: Cash settlement of DI Acquisition's unvested equity awards | (5,700) |
Less: Cash acquired | (1,480) |
Payment for DI Acquisition, net | 157,153 |
Additional cash consideration required to be paid to former owners of acquired business | $ 15,000 |
Revenue targets for contingent consideration performance period | 3 years |
DI Acquisition-Date Fair Value | $ 71,900 |
Dealer Inspire ("DI") and Launch Digital Marketing ("LDM") | Product and Technology | |
Business Acquisition [Line Items] | |
Less: Cash settlement of DI Acquisition's unvested equity awards | 3,900 |
Dealer Inspire ("DI") and Launch Digital Marketing ("LDM") | Cost of Revenue and Operations | |
Business Acquisition [Line Items] | |
Less: Cash settlement of DI Acquisition's unvested equity awards | 1,000 |
Dealer Inspire ("DI") and Launch Digital Marketing ("LDM") | Selling and Marketing Expense | |
Business Acquisition [Line Items] | |
Less: Cash settlement of DI Acquisition's unvested equity awards | 500 |
Dealer Inspire ("DI") and Launch Digital Marketing ("LDM") | General and Administrative Expense | |
Business Acquisition [Line Items] | |
Less: Cash settlement of DI Acquisition's unvested equity awards | $ 300 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019Segment | |
Revenue From Contract With Customer [Abstract] | |
Number of reportable segment | 1 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Sales Channel and Major Products and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | $ 152,187 | $ 152,090 | $ 148,207 | $ 154,198 | $ 164,346 | $ 169,312 | $ 168,512 | $ 159,957 | $ 606,682 | $ 662,127 | $ 626,262 | |
Direct | ||||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | 477,095 | 457,651 | 333,248 | |||||||||
National Advertising | ||||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | 80,774 | 105,381 | 114,178 | |||||||||
Other | ||||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | 14,442 | 16,156 | 15,854 | |||||||||
Retail | ||||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | 572,311 | 579,188 | 463,280 | |||||||||
Wholesale | ||||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | [1] | 34,371 | 82,939 | 162,982 | ||||||||
Marketplace Subscription Advertising | ||||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | 475,960 | 507,993 | 483,026 | |||||||||
Display Advertising | ||||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | 91,935 | 112,792 | 102,183 | |||||||||
Pay Per Lead | ||||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | 26,907 | 30,757 | 31,727 | |||||||||
Other | ||||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||||
Total revenue | $ 11,880 | $ 10,585 | $ 9,326 | |||||||||
[1] | For information related to related party transactions, see Note 16 (Related Party). |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |||
Goodwill, impairment | $ 379,163 | ||
Indefinite-lived intangibles asset, impairment | 82,300 | ||
Amortization | $ 98,611 | $ 90,990 | $ 77,869 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Changes in the Carrying Amount of Goodwill and Indefinite-lived Intangible Asset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Indefinite Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning balance | $ 884,449 | $ 788,107 |
Goodwill, Additions | 96,342 | |
Goodwill, Impairment | (379,163) | |
Goodwill, Other | 599 | |
Goodwill, Ending balance | 505,885 | 884,449 |
Trade Name | ||
Goodwill And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite lived intangibles asset, Beginning balance | 872,320 | 872,320 |
Indefinite lived intangibles asset, Additions | 0 | |
Indefinite lived intangibles asset, impairment | (82,300) | |
Indefinite lived intangibles asset, Other | 0 | |
Indefinite lived intangibles asset, Ending balance | $ 790,020 | $ 872,320 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Definite-Lived Intangible Assets by Major Asset Class (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross Carrying Amount | $ 972,600 | $ 972,600 |
Definite-lived intangible assets, Accumulated Amortization | (433,121) | (334,510) |
Definite-lived intangible assets, Net Carrying Amount | 539,479 | 638,090 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross Carrying Amount | 832,540 | 832,540 |
Definite-lived intangible assets, Accumulated Amortization | (343,925) | (273,799) |
Definite-lived intangible assets, Net Carrying Amount | 488,615 | 558,741 |
Acquired Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross Carrying Amount | 111,200 | 111,200 |
Definite-lived intangible assets, Accumulated Amortization | (78,831) | (53,002) |
Definite-lived intangible assets, Net Carrying Amount | 32,369 | 58,198 |
Other Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross Carrying Amount | 23,900 | 23,900 |
Definite-lived intangible assets, Accumulated Amortization | (5,405) | (3,178) |
Definite-lived intangible assets, Net Carrying Amount | 18,495 | 20,722 |
Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross Carrying Amount | 2,860 | 2,860 |
Definite-lived intangible assets, Accumulated Amortization | (2,860) | (2,431) |
Definite-lived intangible assets, Net Carrying Amount | 0 | 429 |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross Carrying Amount | 2,100 | 2,100 |
Definite-lived intangible assets, Accumulated Amortization | (2,100) | (2,100) |
Definite-lived intangible assets, Net Carrying Amount | $ 0 | $ 0 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Projected Annual Amortization Expense for Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2020 | $ 94,333 | |
2021 | 84,994 | |
2022 | 71,694 | |
2023 | 69,828 | |
2024 | 67,222 | |
Thereafter | 151,408 | |
Definite-lived intangible assets, Net Carrying Amount | $ 539,479 | $ 638,090 |
Unfavorable Contracts Liabili_3
Unfavorable Contracts Liability - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Unfavorable Contracts Liability [Abstract] | |||
Percentage of retail rate charged to affiliates | 60.00% | 60.00% | |
Amortization into Wholesale revenue | $ 1,358 | $ 25,200 | |
Unfavorable contracts liability, current | 0 | $ 18,885 | |
Amortization into Affiliate revenue share | $ 17,527 |
Unfavorable Contracts Liabili_4
Unfavorable Contracts Liability - Summary of Unfavorable Contracts Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Unfavorable Contracts Liability [Abstract] | ||
December 31, 2018 | $ 18,885 | |
Amortization into Wholesale revenue | (1,358) | $ (25,200) |
Amortization into Affiliate revenue share | (17,527) | |
December 31, 2019 | $ 0 | $ 18,885 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2019 |
Line Of Credit Facility [Line Items] | |||||
Borrowings | $ 675,000,000 | $ 648,125,000 | |||
Cash payment to TEGNA | $ 650,000,000 | 0 | $ 0 | $ 650,000,000 | |
Debt issuance costs | $ 5,500,000 | 4,100,000 | |||
New York Fed Bank Rate | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Minimum | LIBOR | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Minimum | ABR | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.25% | ||||
Maximum | LIBOR | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Maximum | ABR | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Term Loan And Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Credit agreement maturity date | May 31, 2022 | ||||
Line of credit facility description | the Credit Agreement is payable based on either (i) the London Interbank Offered Rate (“LIBOR”) or (ii) the Alternate Base Rate (“ABR”), as defined in the Credit Agreement, in either case plus an applicable margin | ||||
Net leverage ratio | 4.50% | ||||
Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount | $ 450,000,000 | ||||
Net leverage ratio | 3.80% | ||||
Outstanding borrowings | $ 260,000,000 | ||||
Effective interest rate | 3.70% | ||||
Repayment of loan | $ 30,000,000 | ||||
Borrowings to fund DI acquisition | 165,000,000 | ||||
Share repurchases funding through borrowings | $ 30,000,000 | ||||
Additional amount permitted to borrow | $ 190,000,000 | ||||
Letter Of Credit | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount | 25,000,000 | ||||
Term Loan | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount | $ 450,000,000 | ||||
Mode of payment | quarterly | ||||
Outstanding borrowings | $ 388,100,000 | ||||
Effective interest rate | 4.50% | ||||
Repayment of loan | $ 28,100,000 |
Debt - Schedule of Company's Co
Debt - Schedule of Company's Contractual Payments (Details) - USD ($) | Dec. 31, 2019 | May 31, 2017 |
Debt Disclosure [Abstract] | ||
Long term debt, 2020 | $ 33,750,000 | |
Long term debt, 2021 | 39,375,000 | |
Long term debt, 2022 | 575,000,000 | |
Long term debt, 2023 | 0 | |
Long term debt, 2024 | 0 | |
Long term debt, Total | $ 648,125,000 | $ 675,000,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Jan. 01, 2019 | |
Leases [Abstract] | |||||
Lease expiration date | 2031-06 | ||||
Lease escalate percentage per year | 2.50% | ||||
Operating lease assets | $ 16,900 | $ 18,200 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:InvestmentsAndOtherNoncurrentAssets | ||||
Operating lease liabilities | $ 33,573 | $ 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 | ||||
Rent expense | $ 8,200 | $ 7,300 |
Leases - Scheduled Future Minim
Leases - Scheduled Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 4,368 | |
2021 | 4,013 | |
2022 | 3,751 | |
2023 | 3,850 | |
2024 | 4,122 | |
Thereafter | 30,996 | |
Total minimum lease payments | 51,100 | |
Less: Imputed interest | (17,527) | |
Present value of the minimum lease payments | 33,573 | $ 35,000 |
Less: Current maturities of lease obligations | (1,951) | |
Long-term lease obligations | $ 31,622 |
Leases - Other Information Rela
Leases - Other Information Related to Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income statement information: | |
Operating lease cost | $ 3,877 |
Short-term lease cost | 1,202 |
Variable lease cost | 2,565 |
Total lease cost | 7,644 |
Other information: | |
Cash paid for operating leases for the year ended December 31, 2019 | $ 3,627 |
Weighted-average remaining lease term (in months) as of December 31, 2019 | 132 months |
Weighted-average discount rate as of December 31, 2019 | 7.40% |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Details) - Common Stock - USD ($) shares in Millions | 1 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2019 | |
Stockholders Equity [Line Items] | ||
Share repurchase program, authorized amount | $ 200,000,000 | |
Share repurchase program, duration | 2 years | |
Share purchased and retired | 1.7 | |
Share purchased and retired, amount | $ 40,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Sep. 19, 2017 | May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share units performance period | 3 years | ||||
Stock-based compensation | $ 7,588,000 | $ 9,423,000 | $ 2,627,000 | ||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Eligible employees payroll deductions percentage | 10.00% | ||||
Description of terms of award | Eligible employees | ||||
Purchase price of common stock as percentage of market value | 85.00% | ||||
Stock-based compensation | $ 500,000 | $ 400,000 | |||
Shares available for issuance under ESPP | 2,800,000 | ||||
Stock issued during period shares share based compensation | 100,000 | 100,000 | |||
RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant-date fair value of RSUs granted | $ 23.51 | $ 26.63 | |||
Aggregate fair value of share appreciation rights vested | $ 7,100,000 | $ 3,700,000 | |||
Number of share units granted | 582,000 | ||||
PSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of share units granted | 212,000 | ||||
PSUs | Certain Employees | DI | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of share units granted | 632,000 | ||||
PSUs | Tranche One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Share units performance period | 3 years | ||||
PSUs | Tranche Two | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Share units performance period | 3 years | ||||
Maximum | Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Purchase price of common stock | $ 10,000 | ||||
Shares available for issuance under ESPP | 3,000,000 | ||||
Maximum | RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Maximum | PSUs | Tranche One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share units vesting percentage | 200.00% | ||||
Maximum | PSUs | Tranche Two | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share units vesting percentage | 150.00% | ||||
Minimum | RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Minimum | PSUs | Tranche One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share units vesting percentage | 0.00% | ||||
Minimum | PSUs | Tranche Two | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share units vesting percentage | 0.00% | ||||
Omnibus Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares available for future grants | 15,100,000 | ||||
Omnibus Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares issued | 18,000,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Stock-based compensation expense | $ 7,588 | $ 9,423 | $ 2,627 |
Income tax benefit related to stock-based compensation expense | $ 2,840 | $ 1,222 | $ 643 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Outstanding Stock-based Compensation Awards (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unearned Compensation | $ 15,387 |
Weighted-Average Remaining Period (in years) | 2 years |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unearned Compensation | $ 14,708 |
Weighted-Average Remaining Period (in years) | 2 years |
PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unearned Compensation | $ 518 |
Weighted-Average Remaining Period (in years) | 2 years 2 months 12 days |
ESPP | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unearned Compensation | $ 161 |
Weighted-Average Remaining Period (in years) | 3 months 18 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSU Activity (Details) - RSUs shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Share Units | |
Share Units, Outstanding as of December 31, 2018 | shares | 769 |
Share Units, Granted | shares | 582 |
Share Units, Vested and delivered | shares | (241) |
Share Units, Forfeited | shares | (167) |
Share Units, Outstanding as of December 31, 2019 | shares | 943 |
Weighted- Average Grant Date Fair Value | |
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2018 | $ / shares | $ 26.20 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 23.51 |
Weighted- Average Grant Date Fair Value, Vested and delivered | $ / shares | 26 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 25.23 |
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2019 | $ / shares | $ 24.68 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2019shares | |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs vested but not yet delivered | 81,000 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of PSU Activity (Details) - PSUs shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Share Units | |
Share Units, Outstanding as of December 31, 2018 | shares | 766 |
Share Units, Granted | shares | 212 |
Share Units, Vested and delivered | shares | 0 |
Share Units, Forfeited | shares | (25) |
Share Units, Outstanding as of December 31, 2019 | shares | 953 |
Weighted- Average Grant Date Fair Value | |
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2018 | $ / shares | $ 27.37 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 23.99 |
Weighted- Average Grant Date Fair Value, Vested and delivered | $ / shares | 0 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 26.27 |
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2019 | $ / shares | $ 26.60 |
(Loss) Earnings Per Share - Com
(Loss) Earnings Per Share - Computation of Basic and Diluted (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | May 31, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Earnings Per Share [Abstract] | ||||||||||||
Net (loss) income | $ (4,110) | $ (426,157) | $ (6,026) | $ (9,031) | $ 9,357 | $ 15,797 | $ 12,726 | $ 929 | $ (445,324) | $ 38,809 | $ 224,443 | |
Basic weighted-average common shares outstanding | 71,600 | 66,995 | 70,318 | 71,661 | ||||||||
Effect of dilutive stock-based compensation awards | 0 | 229 | 66 | |||||||||
Diluted weighted-average common shares outstanding | 66,995 | 70,547 | 71,727 | |||||||||
(Loss) earnings per share, basic | $ (0.06) | $ (6.38) | $ (0.09) | $ (0.13) | $ 0.14 | $ 0.23 | $ 0.18 | $ 0.01 | $ (6.65) | $ 0.55 | $ 3.13 | |
(Loss) earnings per share, diluted | $ (0.06) | $ (6.38) | $ (0.09) | $ (0.13) | $ 0.14 | $ 0.23 | $ 0.18 | $ 0.01 | $ (6.65) | $ 0.55 | $ 3.13 |
(Loss) Earnings Per Share - C_2
(Loss) Earnings Per Share - Computation of Basic and Diluted (Loss) Earnings Per Share (Parenthetical) (Details) - shares shares in Thousands | May 31, 2017 | May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Earnings Per Share [Abstract] | |||||
Weighted-average common shares outstanding, basic | 71,600 | 66,995 | 70,318 | 71,661 | |
Weighted average number of anti-dilutive shares | 71,600 | 71,600 | |||
Potential common shares included from diluted weighted-average common shares outstanding | 800 |
(Loss) Earnings Per Share - Add
(Loss) Earnings Per Share - Additional Information (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Earnings Per Share [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of (Loss) Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (476,925) | $ 56,114 | $ 122,162 |
Non-U.S. | 1,646 | 815 | 0 |
(Loss) income before income taxes | $ (475,279) | $ 56,929 | $ 122,162 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of the Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
U.S. federal | $ 1,501 | $ 254 | $ 5,966 |
U.S. state and local | 427 | 953 | 598 |
Non-U.S. | 448 | 220 | 0 |
Total current income tax expense | 2,376 | 1,427 | 6,564 |
Deferred: | |||
U.S. federal | (27,692) | 11,133 | (110,361) |
U.S. state and local | (4,636) | 5,560 | 1,516 |
Non-U.S. | (3) | 0 | 0 |
Total deferred income tax (benefit) expense | (32,331) | 16,693 | (108,845) |
Income tax (benefit) expense | $ (29,955) | $ 18,120 | $ (102,281) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision Differed from Amounts Computed at the Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision at statutory rate | $ (99,808) | $ 11,955 | $ 42,757 | |
Tax effect of pre-Separation earnings | 0 | 0 | (16,210) | |
State income taxes, net of federal income tax benefit | (5,374) | 2,668 | 2,294 | |
Book impairment and other permanent differences | 71,650 | 0 | 0 | |
Effect of change in apportionment factors | 928 | 3,467 | 0 | |
Write-off of permanent outside basis difference | $ (51,000) | 0 | 0 | (50,687) |
Effect of U.S. federal tax rate change | 0 | 0 | (80,298) | |
Other, net | 2,649 | 30 | (137) | |
Income tax (benefit) expense | $ (29,955) | $ 18,120 | $ (102,281) | |
Income tax provision at statutory rate, percent | 21.00% | 21.00% | 35.00% | |
Tax effect of pre-Separation earnings, percent | 0.00% | 0.00% | (13.30%) | |
State income taxes, net of federal income tax benefit, percent | 1.10% | 4.70% | 1.90% | |
Book impairment and other permanent differences, percent | (15.10%) | 0.00% | 0.00% | |
Effect of change in apportionment factors, percent | (0.20%) | 6.10% | 0.00% | |
Write-off of permanent outside basis difference, percent | 0.00% | 0.00% | (41.50%) | |
Effect of U.S. federal tax rate change, percent | 0.00% | 0.00% | (65.70%) | |
Other, net, percent | (0.50%) | 0.00% | (0.10%) | |
Income tax (benefit) expense, percent | 6.30% | 31.80% | (83.70%) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Provision Differed from Amounts Computed at the Statutory Federal Income Tax Rate (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 35.00% |
Tax cuts and jobs act of 2017 change in tax rate provisional income tax expense (benefit) | $ (80.3) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | ||||
Federal statutory rate | 21.00% | 21.00% | 35.00% | |
Tax effect of pre-Separation earnings | $ 0 | $ 0 | $ (16,210) | |
Write-off of permanent outside basis difference resulting from change in tax status | $ 51,000 | 0 | 0 | 50,687 |
Effect of U.S. federal tax rate change | 0 | 0 | 80,298 | |
Deferred income tax liabilities, Net | $ 246,000 | |||
Deferred tax assets, net operating loss carryforwards, federal | 7,100 | |||
Deferred tax assets, net operating loss carryforwards, state | 1,500 | |||
Unrecognized tax benefits, if recognized, would affect annual tax rate | 1,500 | $ 600 | ||
Federal | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred tax assets, tax credit carryforwards research and development | $ 1,800 | |||
Tax credit carryforward, expiration period | 20 years | |||
State | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred tax assets, tax credit carryforwards research and development | $ 800 | |||
Tax credit carryforward, expiration period | 5 years |
Income Taxes - Significant Co_2
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax liabilities: | ||
Depreciation | $ (4,459) | $ (4,629) |
Intangibles | (150,090) | (183,632) |
Lease obligations | (3,893) | 0 |
Other | (1,420) | (1,217) |
Total deferred tax liabilities | (159,862) | (189,478) |
Deferred income tax assets: | ||
Accrued compensation | 5,742 | 4,098 |
Right of use assets | 3,793 | 0 |
Unfavorable contracts liability | 0 | 4,739 |
NOL and tax credit carryforwards | 11,152 | 0 |
Other | 6,179 | 2,725 |
Total deferred tax assets | 26,866 | 11,562 |
Less: Valuation allowance | 0 | 0 |
Net deferred tax liability | $ (132,996) | $ (177,916) |
Income Taxes - Summary of Uncer
Income Taxes - Summary of Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Balance as of January 1 | $ 595 | $ 0 |
Additions for tax positions of prior years | 906 | 595 |
Income before income taxes | $ 1,501 | $ 595 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Number of reportable segment | 1 |
Related Party - Additional Info
Related Party - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||
Related party revenue earned from commercial agreement with TEGNA | $ 0 | $ 0 | $ 3,400,000 |
Commercial agreement with TEGNA effective date | Jun. 29, 2020 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Schedule of Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 152,187 | $ 152,090 | $ 148,207 | $ 154,198 | $ 164,346 | $ 169,312 | $ 168,512 | $ 159,957 | $ 606,682 | $ 662,127 | $ 626,262 |
Cost of revenue and operations | 24,562 | 25,089 | 24,319 | 25,579 | 26,140 | 23,808 | 22,500 | 17,985 | 99,549 | 90,433 | 65,541 |
Operating (loss) income | 4,706 | (447,716) | 1,004 | (4,054) | 23,870 | 28,331 | 24,557 | 7,166 | (446,060) | 83,924 | 134,256 |
Net (loss) income | $ (4,110) | $ (426,157) | $ (6,026) | $ (9,031) | $ 9,357 | $ 15,797 | $ 12,726 | $ 929 | $ (445,324) | $ 38,809 | $ 224,443 |
(Loss) earnings per share, basic | $ (0.06) | $ (6.38) | $ (0.09) | $ (0.13) | $ 0.14 | $ 0.23 | $ 0.18 | $ 0.01 | $ (6.65) | $ 0.55 | $ 3.13 |
(Loss) earnings per share, diluted | $ (0.06) | $ (6.38) | $ (0.09) | $ (0.13) | $ 0.14 | $ 0.23 | $ 0.18 | $ 0.01 | $ (6.65) | $ 0.55 | $ 3.13 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts: | |||
Balance at Beginning of Period | $ 4,441 | $ 2,616 | $ 3,527 |
Additions Charged to Costs and Expenses | 4,897 | 4,391 | 2,452 |
Write-offs | (4,638) | (3,383) | (4,037) |
Recoveries | 345 | 817 | 674 |
Balance at End of Period | $ 5,045 | $ 4,441 | $ 2,616 |