Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 23, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Trading Symbol | CARS | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Cars.com Inc. | |
Entity Central Index Key | 0001683606 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37869 | |
Entity Tax Identification Number | 81-3693660 | |
Entity Address, Address Line One | 300 S. Riverside Plaza | |
Entity Address, Address Line Two | Suite 1000 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 312 | |
Local Phone Number | 601-5000 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 67,200,027 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 56,945 | $ 13,549 |
Accounts receivable, net | 74,553 | 101,762 |
Prepaid expenses | 7,065 | 6,526 |
Other current assets | 2,959 | 603 |
Total current assets | 141,522 | 122,440 |
Property and equipment, net | 40,674 | 43,696 |
Goodwill | 0 | 505,885 |
Intangible assets, net | 878,943 | 1,329,499 |
Investments and other assets | 16,503 | 26,471 |
Total assets | 1,077,642 | 2,027,991 |
Current liabilities: | ||
Accounts payable | 14,404 | 12,431 |
Accrued compensation | 10,796 | 16,738 |
Current portion of long-term debt | 29,780 | 31,391 |
Other accrued liabilities | 40,019 | 38,246 |
Total current liabilities | 94,999 | 98,806 |
Noncurrent liabilities: | ||
Long-term debt | 609,066 | 611,277 |
Deferred tax liability | 0 | 132,996 |
Other noncurrent liabilities | 44,796 | 43,844 |
Total noncurrent liabilities | 653,862 | 788,117 |
Total liabilities | 748,861 | 886,923 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock at par, $0.01 par value; 5,000 shares authorized; no shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | ||
Common Stock at par, $0.01 par value; 300,000 shares authorized; 67,200 and 66,764 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 672 | 668 |
Additional paid-in capital | 1,521,062 | 1,515,109 |
Accumulated deficit | (1,179,145) | (367,067) |
Accumulated other comprehensive loss | (13,808) | (7,642) |
Total stockholders' equity | 328,781 | 1,141,068 |
Total liabilities and stockholders' equity | $ 1,077,642 | $ 2,027,991 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 67,200,000 | 66,764,000 |
Common stock, shares outstanding | 67,200,000 | 66,764,000 |
Consolidated Statements of Loss
Consolidated Statements of Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 102,009 | $ 148,207 | $ 250,103 | $ 302,405 |
Operating expenses: | ||||
Cost of revenue and operations | 22,912 | 24,319 | 48,942 | 49,898 |
Product and technology | 12,031 | 15,339 | 26,904 | 33,202 |
Marketing and sales | 32,036 | 53,740 | 86,958 | 114,083 |
General and administrative | 16,460 | 21,963 | 30,577 | 45,851 |
Affiliate revenue share | 4,601 | 2,176 | 10,970 | 4,630 |
Depreciation and amortization | 31,193 | 29,666 | 62,154 | 57,791 |
Goodwill and intangible asset impairment | 0 | 0 | 905,885 | 0 |
Total operating expenses | 119,233 | 147,203 | 1,172,390 | 305,455 |
Operating (loss) income | (17,224) | 1,004 | (922,287) | (3,050) |
Nonoperating expense: | ||||
Interest expense, net | (7,924) | (7,711) | (15,450) | (15,277) |
Other income (expense), net | 557 | 9 | (8,944) | 128 |
Total nonoperating expense, net | (7,367) | (7,702) | (24,394) | (15,149) |
Loss before income taxes | (24,591) | (6,698) | (946,681) | (18,199) |
Income tax expense (benefit) | 53 | (672) | (134,603) | (3,142) |
Net loss | $ (24,644) | $ (6,026) | $ (812,078) | $ (15,057) |
Weighted-average common shares outstanding: | ||||
Basic | 67,256 | 66,779 | 67,095 | 67,181 |
Diluted | 67,256 | 66,779 | 67,095 | 67,181 |
Loss per share: | ||||
Basic | $ (0.37) | $ (0.09) | $ (12.10) | $ (0.22) |
Diluted | $ (0.37) | $ (0.09) | $ (12.10) | $ (0.22) |
Retail | ||||
Revenue: | ||||
Total revenue | $ 102,009 | $ 134,110 | $ 250,103 | $ 273,448 |
Wholesale | ||||
Revenue: | ||||
Total revenue | $ 0 | $ 14,097 | $ 0 | $ 28,957 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (24,644) | $ (6,026) | $ (812,078) | $ (15,057) |
Other comprehensive (loss) income, net of tax: | ||||
Interest rate swap | (345) | (1,292) | 6,466 | (8,571) |
Amortization of interest rate swap into Net loss | (300) | 0 | (300) | 0 |
Total other comprehensive (loss) income | (645) | (1,292) | 6,166 | (8,571) |
Comprehensive loss | $ (25,289) | $ (7,318) | $ (805,912) | $ (23,628) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2018 | $ 1,626,923 | $ 0 | $ 683 | $ 1,508,001 | $ 118,239 | $ 0 |
Balance, Shares at Dec. 31, 2018 | 0 | 68,262 | ||||
Net loss | (9,031) | $ 0 | $ 0 | 0 | (9,031) | 0 |
Other comprehensive loss, net of tax | (7,279) | 0 | 0 | 0 | 0 | (7,279) |
Repurchases of common stock | (20,000) | 0 | $ (9) | 0 | (19,991) | 0 |
Repurchases of common stock, Shares | (881) | |||||
Shares issued in connection with stock-based compensation plans, net | (743) | 0 | $ 1 | (744) | 0 | 0 |
Shares issued in connection with stock-based compensation plans, net, Shares | 62 | |||||
Stock-based compensation | 2,981 | 0 | $ 0 | 2,981 | 0 | 0 |
Other | (181) | 0 | $ 0 | (181) | 0 | 0 |
Other, Shares | 12 | |||||
Balance at Mar. 31, 2019 | 1,592,670 | $ 0 | $ 675 | 1,510,057 | 89,217 | (7,279) |
Balance, Shares at Mar. 31, 2019 | 0 | 67,455 | ||||
Balance at Dec. 31, 2018 | 1,626,923 | $ 0 | $ 683 | 1,508,001 | 118,239 | 0 |
Balance, Shares at Dec. 31, 2018 | 0 | 68,262 | ||||
Net loss | (15,057) | |||||
Balance at Jun. 30, 2019 | 1,569,148 | $ 0 | $ 667 | 1,513,852 | 63,200 | (8,571) |
Balance, Shares at Jun. 30, 2019 | 66,672 | |||||
Balance at Mar. 31, 2019 | 1,592,670 | $ 0 | $ 675 | 1,510,057 | 89,217 | (7,279) |
Balance, Shares at Mar. 31, 2019 | 0 | 67,455 | ||||
Net loss | (6,026) | $ 0 | $ 0 | 0 | (6,026) | 0 |
Other comprehensive loss, net of tax | (1,292) | 0 | 0 | 0 | 0 | (1,292) |
Repurchases of common stock | (20,000) | 0 | $ (9) | 0 | (19,991) | 0 |
Repurchases of common stock, Shares | (869) | |||||
Shares issued in connection with stock-based compensation plans, net | 448 | 0 | $ 1 | 447 | 0 | 0 |
Shares issued in connection with stock-based compensation plans, net, Shares | 84 | |||||
Stock-based compensation | 3,348 | 0 | $ 0 | 3,348 | 0 | 0 |
Other | 0 | 0 | $ 0 | 0 | 0 | 0 |
Other, Shares | 2 | |||||
Balance at Jun. 30, 2019 | 1,569,148 | 0 | $ 667 | 1,513,852 | 63,200 | (8,571) |
Balance, Shares at Jun. 30, 2019 | 66,672 | |||||
Balance at Dec. 31, 2019 | $ 1,141,068 | $ 0 | $ 668 | 1,515,109 | (367,067) | (7,642) |
Balance, Shares at Dec. 31, 2019 | 66,764 | 0 | 66,764 | |||
Net loss | $ (787,434) | $ 0 | $ 0 | 0 | (787,434) | 0 |
Other comprehensive loss, net of tax | (6,811) | 0 | 0 | 0 | 0 | (6,811) |
Shares issued in connection with stock-based compensation plans, net | (904) | 0 | $ 2 | (906) | 0 | 0 |
Shares issued in connection with stock-based compensation plans, net, Shares | 197 | |||||
Stock-based compensation | 1,971 | 0 | $ 0 | 1,971 | 0 | 0 |
Balance at Mar. 31, 2020 | 347,890 | 0 | $ 670 | 1,516,174 | (1,154,501) | (14,453) |
Balance, Shares at Mar. 31, 2020 | 66,961 | |||||
Balance at Dec. 31, 2019 | $ 1,141,068 | $ 0 | $ 668 | 1,515,109 | (367,067) | (7,642) |
Balance, Shares at Dec. 31, 2019 | 66,764 | 0 | 66,764 | |||
Net loss | $ (812,078) | |||||
Balance at Jun. 30, 2020 | $ 328,781 | $ 0 | $ 672 | 1,521,062 | (1,179,145) | (13,808) |
Balance, Shares at Jun. 30, 2020 | 67,200 | 0 | 67,200 | |||
Balance at Mar. 31, 2020 | $ 347,890 | $ 0 | $ 670 | 1,516,174 | (1,154,501) | (14,453) |
Balance, Shares at Mar. 31, 2020 | 66,961 | |||||
Net loss | (24,644) | 0 | $ 0 | 0 | (24,644) | 0 |
Other comprehensive loss, net of tax | 645 | 0 | 0 | 0 | 0 | 645 |
Shares issued in connection with stock-based compensation plans, net | 595 | 0 | $ 2 | 593 | 0 | 0 |
Shares issued in connection with stock-based compensation plans, net, Shares | 239 | |||||
Stock-based compensation | 4,295 | 0 | $ 0 | 4,295 | 0 | 0 |
Balance at Jun. 30, 2020 | $ 328,781 | $ 0 | $ 672 | $ 1,521,062 | $ (1,179,145) | $ (13,808) |
Balance, Shares at Jun. 30, 2020 | 67,200 | 0 | 67,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (812,078) | $ (15,057) |
Adjustments to reconcile Net loss to Net cash provided by operating activities: | ||
Depreciation | 11,599 | 9,078 |
Amortization of intangible assets | 50,555 | 48,713 |
Amortization of unfavorable contracts liability | 0 | (12,600) |
Goodwill and intangible asset impairment | 905,885 | 0 |
Impairment of non-marketable security | 9,447 | 0 |
Unrealized gain on interest rate swap | (558) | 0 |
Amortization of accumulated other comprehensive loss on interest rate swap | 300 | 0 |
Stock-based compensation | 6,266 | 6,329 |
Deferred income taxes | (133,064) | (18,260) |
Provision for doubtful accounts | 2,846 | 2,165 |
Amortization of debt issuance costs | 1,377 | 632 |
Other, net | 142 | 495 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 24,363 | 11,559 |
Prepaid expenses | (540) | 1,348 |
Other current assets | (2,368) | 10,225 |
Other assets | 589 | (16,550) |
Accounts payable | 1,973 | 1,909 |
Accrued compensation | (5,942) | (6,231) |
Other accrued liabilities | (933) | 10,301 |
Other noncurrent liabilities | (2,230) | 16,699 |
Net cash provided by operating activities | 57,629 | 50,755 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (8,725) | (9,354) |
Other, net | 0 | (599) |
Net cash used in investing activities | (8,725) | (9,953) |
Cash flows from financing activities: | ||
Proceeds from revolving loan borrowings | 165,000 | 10,000 |
Payments of debt issuance costs and other fees | (3,324) | 0 |
Payments of long-term debt | (166,875) | (26,250) |
Stock-based compensation plans, net | (309) | (295) |
Repurchases of common stock | 0 | (40,000) |
Other | 0 | (181) |
Net cash used in financing activities | (5,508) | (56,726) |
Net increase (decrease) in cash and cash equivalents | 43,396 | (15,924) |
Cash and cash equivalents at beginning of period | 13,549 | 25,463 |
Cash and cash equivalents at end of period | 56,945 | 9,539 |
Supplemental cash flow information: | ||
Cash paid for income taxes, net of refunds | 318 | 53 |
Cash paid for interest | $ 13,889 | $ 14,916 |
Description of Business, Compan
Description of Business, Company History and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Business, Company History and Summary of Significant Accounting Policies | NOTE 1. Description of Business, Company History and Summary of Significant Accounting Policies Description of Business. Cars.com 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., which now owns TEGNA’s former digital automotive marketplace business (the “Separation”). On May 31, 2017, the Company made a $650.0 million cash transfer to TEGNA and TEGNA completed the Separation through a pro rata distribution to its stockholders of all outstanding shares of the Company’s common stock. The Company’s common stock began trading “regular way” on the New York Stock Exchange on June 1, 2017. In February 2018, the Company acquired all of the outstanding stock of Dealer Inspire Inc., an innovative technology leader providing progressive dealer websites, digital retailing and messaging platform products, and substantially all of the net assets of Launch Digital Marketing LLC, a provider of digital marketing services, including paid, organic, social and creative services (collectively, the “DI Acquisition”). 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 unaudited interim Consolidated Financial Statements (“Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2019, which are included in the Company's Annual Report on Form 10-K dated February 26, 2020 (the “December 31, 2019 Financial Statements”). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2019 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020. Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Principles of Consolidation . The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | NOTE 2. New Accounting Pronouncements Recently Adopted Accounting Pronouncements Cloud Computing Arrangements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , aligning the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The Company adopted this new guidance as of January 1, 2020. The adoption did not have a material impact on its Consolidated Financial Statements and related disclosures. Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses changing the way credit losses on accounts receivable are estimated. Under current U.S. GAAP, credit losses on trade accounts receivable are recognized once it is probable that such losses will occur. Under this new guidance, the Company is required to estimate credit losses based on the expected amount of future collections which may result in earlier recognition of allowance for doubtful accounts. The Company adopted this new guidance as of January 1, 2020. The adoption did not have a material impact on its Consolidated Financial Statements and related disclosures. Reference Rate Reform. In March 2020, the FASB concluded its reference rate reform project and issued ASU 2020-04. The Board undertook the reference rate reform project to address constituents’ concerns about the anticipated transition away from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The Company adopted this new guidance as of January 1, 2020. The adoption did not have a material impact on its Consolidated Financial Statements and related disclosures. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | NOTE 3. Revenue Revenue Summary . In the table below (in thousands), revenue is disaggregated by sales channel and major products and services. The Company only has one reportable segment; therefore, further disaggregation is not applicable at this time. Three Months Ended June 30, Six Months Ended June 30, Sales channel 2020 2019 2020 2019 Direct $ 83,242 $ 111,190 $ 208,603 $ 226,284 National advertising 16,021 19,296 35,414 39,591 Other 2,746 3,624 6,086 7,573 Retail 102,009 134,110 250,103 273,448 Wholesale — 14,097 — 28,957 Total revenue $ 102,009 $ 148,207 $ 250,103 $ 302,405 Major products and services Subscription advertising and digital solutions $ 79,449 $ 116,447 $ 196,712 $ 237,761 Display advertising 16,558 22,418 39,917 44,707 Pay per lead 4,769 6,613 10,512 14,547 Other 1,233 2,729 2,962 5,390 Total revenue $ 102,009 $ 148,207 $ 250,103 $ 302,405 |
Goodwill and Indefinite-lived I
Goodwill and Indefinite-lived Intangible Asset | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Indefinite-lived Intangible Asset | NOTE 4. Goodwill and Indefinite-lived Intangible Asset The changes in the carrying amount of goodwill and indefinite-lived intangible asset are as follows (in thousands): December 31, 2019 Additions Impairment June 30, 2020 Goodwill $ 505,885 $ — $ (505,885 ) $ — Indefinite-lived intangible asset 790,020 — (400,000 ) 390,020 Triggering Event. In March 2020, the Company determined there was a triggering event, caused by the economic impacts of the novel coronavirus disease 2019 (“COVID-19”) pandemic and related restrictions. In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and it has spread throughout the United States and the rest of the world with different geographical locations impacted more than others. COVID-19 has resulted in governmental authorities around the country implementing numerous measures to contain the virus, such as quarantines, shelter-in-place orders and business shutdowns (the “restrictions”). Although certain jurisdictions have relaxed some of these restrictions, these restrictions have had, and the Company expects they will continue to have, a negative impact on regional and national economies and the automotive industry for an uncertain duration. The COVID-19 pandemic and related restrictions have caused a widespread increase in unemployment and are expected to result in reduced consumer spending and an economic slowdown or recession of unknown duration. Automobile dealers operate in a highly competitive market and are vulnerable to both decreased demand for new and used vehicles and periods of an economic slowdown or recession. Furthermore, dealerships have temporarily or permanently closed and more may close in the near future as a result of the COVID-19 pandemic and related restrictions. Due to negative changes in the financial condition of dealers, in the second half of March 2020, the Company’s customers began to adjust, reduce or suspend their operating activities. This resulted and may continue to result in decreased subscription revenue and reduced demand for the Company’s services. In an effort to assist its dealer customers impacted by the COVID-19 pandemic and related restrictions, the Company provided, among other measures, financial relief in the form of certain invoice credits of 50% for April 2020 and 30% for May and June 2020. With respect to managing its expenses, the Company implemented multiple initiatives to adjust its expenses to mitigate these changes in revenue. The effects of the COVID-19 pandemic and the related restrictions, particularly reduced consumer spending and the discounts that the Company has provided its dealer customers for the second quarter of 2020, have negatively impacted the Company’s results of operations, cash flows and financial position. In addition, the extent of the impact will vary depending on the duration and severity of the economic and operational impacts of the COVID-19 pandemic and related restrictions. Thus, the amount and timing of future cash flows, used in the valuation models to estimate the fair value of the Company’s assets, has been significantly and negatively impacted by the COVID-19 pandemic and related restrictions. Impairment Assessment. The Company performed interim quantitative impairment tests as of March 31, 2020. The results of the goodwill and indefinite-lived intangible asset impairment tests indicated that the carrying values exceeded the estimated fair values and thus, the Company recorded an impairment of $505.9 million and $400.0 million related to its goodwill and indefinite-lived intangible asset, respectively. Goodwill. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. 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 at a level referred to as the reporting unit. The level at which the Company tests goodwill for impairment requires us 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 us to make estimates that may significantly impact the outcome of the analysis. A qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company specifications. If after performing this assessment, the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company 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 with an income approach using the 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. Indefinite-lived Intangible Asset. The Company’s indefinite-lived intangible asset relates to the Cars.com trade name and resulted from TEGNA’s 2014 acquisition of Cars.com. Intangible assets with indefinite lives are tested for impairment annually, or more often if circumstances dictate, such as in the quarter ended March 31, 2020, and written down to fair value as required. The estimates of fair value are determined using the “relief from royalty” methodology, which is a variation of the income approach. The discount rate assumption is based on an assessment of the risk inherent in the projected future cash flows generated by the trade name intangible asset. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5. Debt As of June 30, 2020, the Company was in compliance with the covenants under its Credit Agreement. Term Loan. As of June 30, 2020, the outstanding principal amount under the Term Loan was $371.3 million and the interest rate in effect was 5.5%, including the impact of the interest rate swap discussed below. During the six months ended June 30, 2020, the Company made $16.9 million in mandatory quarterly Term Loan payments. Revolving Loan. As of June 30, 2020, the outstanding borrowings under the Revolving Loan were $275.0 million and the interest rate in effect was 3.3%. During the six months ended June 30, 2020, the Company borrowed $165.0 million and made $150.0 million in Revolving Loan payments. As of June 30, 2020, $175.0 million was available to borrow under the Revolving Loan. 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. As of June 30, 2020, the fair value of the outstanding indebtedness was approximately $627.8 million, compared to the carrying value of $646.3 million. As of December 31, 2019, the fair value approximated the carrying value. Credit Agreement. In October 2019, the Company entered into an amendment to its 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 amendment increased the Company’s maximum total net leverage ratio from 3.75x to 4.50x with incremental step downs through the maturities of the Term Loan and the Revolving Loan on May 31, 2022. In June 2020, the Company entered into the second amendment to its Credit Agreement (the “Second Amendment”) that provides for a waiver with respect to the Total Net Leverage Ratio and Consolidated Interest Coverage Ratio (each as defined in the Credit Agreement) financial covenants for the covenant testing periods through December 31, 2020 (the “Covenant Adjustment Period”). The Second Amendment also includes the following: • A revised maximum permitted “Total Net Leverage Ratio” beginning March 31, 2021 (after the Covenant Adjustment Period) of 6.50x, with step downs thereafter. • A revised minimum permitted “Consolidated Interest Coverage Ratio” beginning March 31, 2021 (after the Covenant Adjustment Period) of 2.75x and 3.00x beginning June 30, 2020. • Includes a minimum liquidity requirement of $75.0 million; and adds an anti-cash hoarding covenant, which requires, during the Covenant Adjustment Period, mandatory prepayments of the revolving credit loans with the amount of any unrestricted cash located in the Company’s deposit accounts in excess of $75.0 million |
Interest Rate Swap
Interest Rate Swap | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | NOTE 6. Interest Rate Swap The interest rate on borrowings under the Company’s Term Loan is floating and, therefore, subject to fluctuations. In order to manage the risk associated with changes in interest rates on its borrowing under the Term Loan, the Company entered into an interest rate swap (the “Swap”) effective December 31, 2018. Under the terms of the Swap, the Company is locked into a fixed rate of interest of 2.96% plus an applicable margin, as defined in the Company’s Credit Agreement, on a notional amount of $300 million. The Swap is designated as a cash flow hedge of interest rate risk. The Second Amendment triggered a quantitative hedge effectiveness test, which resulted in the loss of hedge accounting. As a result, as of the date of the Second Amendment, the unrealized loss included within Accumulated other comprehensive loss will be ratably reclassified into Net loss over the remaining term of the Swap. A portion of the unrealized loss will be recorded to Interest expense, net and Income tax expense (benefit) within the Consolidated Statements of Loss. Subsequent to the Second Amendment, any changes in the fair value of the Swap are recorded within Other income (expense), net on the Consolidated Statements of Loss. As of June 30, 2020, the fair value of the Swap was an unrealized loss of $ 16.1 million, of which $ 8.4 million and $ 7.7 million is recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the six months ended June 30, 2020 and June 30, 2019, $ 3.1 million and $ 0.7 million was recorded in Interest expense, net, of which $ 0.3 million and zero was reclassified from Accumulated other comprehensive loss, respectively. During the six months ended June 30, 2020, $ 0.1 million was reclassified from Accumulated other comprehensive loss into Income tax expense (benefit) on the Consolidated Statements of Loss. Additionally, $ 0.6 million was included within Other income (expense), net on the Consolidated Statements of Loss related to the change in the fair value of the Interest rate swap from the date of the Second Amendment to June 30, 2020. |
Unfavorable Contracts Liability
Unfavorable Contracts Liability | 6 Months Ended |
Jun. 30, 2020 | |
Unfavorable Contracts Liability [Abstract] | |
Unfavorable Contracts Liability | NOTE 7. Unfavorable Contracts Liability In connection with the October 2014 acquisition of Cars.com by TEGNA, the Company entered into affiliate agreements with the former owners of Cars.com (Belo Corporation (“Belo”), The McClatchy Company (“McClatchy”), tronc, inc. (“tronc”), and the Washington Post). Under the affiliate agreements, affiliates had the exclusive right to sell and price Cars.com’s products in their local territories, paying Cars.com a wholesale rate for the Cars.com product. The Company charged the affiliates 60% of the corresponding Cars.com retail rate for products sold to affiliate dealers and recognized revenue generated from these agreements as Wholesale revenue in the Consolidated Statements of Loss. The Unfavorable contracts liability was established as a result of these unfavorable affiliate agreements that the Company entered into as part of TEGNA’s acquisition of the Company in 2014. The Unfavorable contracts liability was amortized on a straight-line basis over the five-year Prior to the affiliate conversions discussed below, the Company recognized $25.2 million of Wholesale revenue with a corresponding reduction of the Unfavorable contracts liability on an annual basis. After the affiliate conversions, the amortization of the Unfavorable contracts liability was recorded as a reduction of Affiliate revenue share within Operating expenses in the Consolidated Statements of Loss. As of September 30, 2019, the Unfavorable contracts liability was fully amortized. The Company amended five of its affiliate agreements (Gannett, McClatchy, TEGNA, tronc, and the Washington Post As part of the amendments to the affiliate agreements, Gannett, McClatchy, TEGNA, tronc, and the Washington Post Therefore, during the six months ended June 30, 2020 and June 30, 2019, the Company recorded zero and $11.7 million of unfavorable contracts liability amortization as a reduction to Affiliate revenue share expense, rather than Wholesale revenue, in the Consolidated Statements of Loss, respective |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8. Commitments and Contingencies The Company and its subsidiaries are parties from time to time in legal and administrative proceedings involving matters incidental to its business. These matters, whether pending, threatened or unasserted, if decided adversely to the Company or settled, may result in liabilities material to its financial position, results of operations or cash flows. The Company records a liability when it believes that it is both probable that a loss will be incurred and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. Significant judgment is required to determine both the probability and the estimated amount. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9. Stockholders’ Equity In March 2018, the Company’s Board of Directors authorized a stock repurchase program to acquire up to $200 million of the Company’s common stock. The Company was allowed to repurchase stock from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws. The timing and amounts of any purchases under the stock repurchase program was based on market conditions and other factors including price. The repurchase program had a two-year 2020, the repurchase program expired and there were no share repurchases during 2020 . The Company repurchased and subsequently retired 1.7 million shares for $ 40.0 million during the six months ended June 30, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | NOTE 10. Stock-Based Compensation Restricted Stock Units (“RSUs”) and Restricted Stock. RSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. RSUs are subject to graded vesting, generally ranging between one and four years and the fair value of RSUs is equal to the Company’s common stock price on the date of grant Number of RSUs and Restricted Stock Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2019 943 $ 24.68 Granted (1) 3,425 5.41 Vested and delivered (264 ) 24.68 Forfeited (307 ) 12.20 Outstanding as of June 30, 2020 (1)(2) 3,797 8.31 (1) Included in “Granted” and “Outstanding as of June 30, 2020” are 108 shares of Restricted Stock that were delivered, but not yet vested. (2) Included in “Outstanding as of June 30, 2020” are 91 RSUs that were vested, but not yet delivered. Performance Stock Units (“PSUs”). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. The percentage of PSUs that may vest ranges from 0% to 200% of the number of PSUs granted based on the Company’s future performance related to certain revenue targets; adjusted earnings before interest, income taxes, depreciation and amortization targets; margin targets; and/or share price over a one to three-year Number of PSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2019 953 $ 26.60 Granted (1) 715 5.40 Vested and delivered — — Forfeited or cancelled (1) (821 ) 26.38 Outstanding as of June 30, 2020 847 8.75 (1) Included in "Forfeited or cancelled" are 558 PSUs that were cancelled and replaced by new grants during the six months ended June 30, 2020. Stock Options. Stock options represent the right to purchase 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. Stock options are subject to three-year Number of Options Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2019 — $ — Granted 513 2.80 Vested and delivered — — Forfeited — — Outstanding as of June 30, 2020 513 2.80 The fair value of the stock options granted during the six months ended June 30, 2020 are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions: Risk-free interest rate 1.01 % Weighted-average volatility 53.08 % Dividend yield 0 % Expected years until exercise 6.5 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 11. Loss Per Share Basic loss per share is calculated by dividing Net loss by the weighted-average number of shares of common stock outstanding. Diluted loss per share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans, unless the inclusion of such shares would have an anti-dilutive impact. The computation of Loss per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net loss $ (24,644 ) $ (6,026 ) $ (812,078 ) $ (15,057 ) Basic weighted-average common shares outstanding 67,256 66,779 67,095 67,181 Effect of dilutive stock-based compensation awards (1) — — — — Diluted weighted-average common shares outstanding 67,256 66,779 67,095 67,181 Loss per share, basic $ (0.37 ) $ (0.09 ) $ (12.10 ) $ (0.22 ) Loss per share, diluted (0.37 ) (0.09 ) (12.10 ) (0.22 ) (1) There were 1,829 and 845 potential common shares excluded from diluted weighted-average shares outstanding for the three months ended June 30, 2020 and June 30, 2019, respectively, and 4,885 and 755 potential common shares for the six months ended June 30, 2020 and June 30, 2019, respectively, as their inclusion would have had an anti-dilutive effect. |
Other (Expense) Income, net
Other (Expense) Income, net | 6 Months Ended |
Jun. 30, 2020 | |
Other Income And Expenses [Abstract] | |
Other (Expense) Income, net | NOTE 12. Other (Expense) Income, net Included in Other (expense) income, net in the six months ended June 30, 2020 was a full impairment of $9.4 million of a non-marketable investment, triggered by the COVID-19 pandemic and the related restrictions. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13. Income Taxes Deferred Tax Asset and Valuation Allowance. As a result of the goodwill and indefinite-lived intangible asset impairments recorded during the six months ended June 30, 2020, the Company had a $94.3 million deferred tax asset position. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the net deferred tax assets to the amount that is more likely than not to be realized in future periods. Based on future taxable income projections, the Company believes it is more likely than not that the net deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance as of June 30, 2020. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Effective Tax Rate. The effective income tax rate, expressed by calculating the income tax expense as a percentage of Income before income tax, was 14% for the six months ended June 30, 2020 and differed from the statutory federal income tax rate of 21%, primarily due to the tax impact of the goodwill and intangible asset impairments and the full valuation allowance on the U.S. company’s net deferred tax asset position recorded during the six months ended June 30, 2020. The effective income tax rate was 0 % for the three months ended June 30, 2020 and differed from the statutory federal income tax rate of 21 %, primarily due to a full valuation allowance on the U.S. company’s net deferred tax asset position . New Tax Law . On July 2, 2020, the Department of the Treasury issued temporary and proposed regulations addressing the carryback of net operating losses generated in 2019 and 2020 to prior years under the Coronavirus Aid, Relief, and Economic Security Act. The Company is reviewing these rules and any impact will be reported during the nine months ending September 30, 2020. |
Description of Business, Comp_2
Description of Business, Company History and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation . These accompanying unaudited interim Consolidated Financial Statements (“Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2019, which are included in the Company's Annual Report on Form 10-K dated February 26, 2020 (the “December 31, 2019 Financial Statements”). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2019 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020. |
Use of Estimates | Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. |
Principles of Consolidation | Principles of Consolidation . The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Cloud Computing Arrangements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , aligning the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The Company adopted this new guidance as of January 1, 2020. The adoption did not have a material impact on its Consolidated Financial Statements and related disclosures. Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses changing the way credit losses on accounts receivable are estimated. Under current U.S. GAAP, credit losses on trade accounts receivable are recognized once it is probable that such losses will occur. Under this new guidance, the Company is required to estimate credit losses based on the expected amount of future collections which may result in earlier recognition of allowance for doubtful accounts. The Company adopted this new guidance as of January 1, 2020. The adoption did not have a material impact on its Consolidated Financial Statements and related disclosures. Reference Rate Reform. In March 2020, the FASB concluded its reference rate reform project and issued ASU 2020-04. The Board undertook the reference rate reform project to address constituents’ concerns about the anticipated transition away from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The Company adopted this new guidance as of January 1, 2020. The adoption did not have a material impact on its Consolidated Financial Statements and related disclosures. |
Goodwill | Goodwill. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. 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 at a level referred to as the reporting unit. The level at which the Company tests goodwill for impairment requires us 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 us to make estimates that may significantly impact the outcome of the analysis. A qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company specifications. If after performing this assessment, the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company 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 with an income approach using the 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. |
Indefinite-lived Intangible Asset | Indefinite-lived Intangible Asset. The Company’s indefinite-lived intangible asset relates to the Cars.com trade name and resulted from TEGNA’s 2014 acquisition of Cars.com. Intangible assets with indefinite lives are tested for impairment annually, or more often if circumstances dictate, such as in the quarter ended March 31, 2020, and written down to fair value as required. The estimates of fair value are determined using the “relief from royalty” methodology, which is a variation of the income approach. The discount rate assumption is based on an assessment of the risk inherent in the projected future cash flows generated by the trade name intangible asset. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Revenue Disaggregated by Sales Channel and Major Products and Services | Revenue Summary . In the table below (in thousands), revenue is disaggregated by sales channel and major products and services. The Company only has one reportable segment; therefore, further disaggregation is not applicable at this time. Three Months Ended June 30, Six Months Ended June 30, Sales channel 2020 2019 2020 2019 Direct $ 83,242 $ 111,190 $ 208,603 $ 226,284 National advertising 16,021 19,296 35,414 39,591 Other 2,746 3,624 6,086 7,573 Retail 102,009 134,110 250,103 273,448 Wholesale — 14,097 — 28,957 Total revenue $ 102,009 $ 148,207 $ 250,103 $ 302,405 Major products and services Subscription advertising and digital solutions $ 79,449 $ 116,447 $ 196,712 $ 237,761 Display advertising 16,558 22,418 39,917 44,707 Pay per lead 4,769 6,613 10,512 14,547 Other 1,233 2,729 2,962 5,390 Total revenue $ 102,009 $ 148,207 $ 250,103 $ 302,405 |
Goodwill and Indefinite-lived_2
Goodwill and Indefinite-lived Intangible Asset (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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): December 31, 2019 Additions Impairment June 30, 2020 Goodwill $ 505,885 $ — $ (505,885 ) $ — Indefinite-lived intangible asset 790,020 — (400,000 ) 390,020 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of RSU Activity | RSU and Restricted Stock activity for the six months ended June 30, 2020 is as follows (in thousands, except for weighted-average grant date fair value): Number of RSUs and Restricted Stock Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2019 943 $ 24.68 Granted (1) 3,425 5.41 Vested and delivered (264 ) 24.68 Forfeited (307 ) 12.20 Outstanding as of June 30, 2020 (1)(2) 3,797 8.31 (1) Included in “Granted” and “Outstanding as of June 30, 2020” are 108 shares of Restricted Stock that were delivered, but not yet vested. (2) Included in “Outstanding as of June 30, 2020” are 91 RSUs that were vested, but not yet delivered. |
Summary of PSU Activity | PSU activity for the six months ended June 30, 2020 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, 2019 953 $ 26.60 Granted (1) 715 5.40 Vested and delivered — — Forfeited or cancelled (1) (821 ) 26.38 Outstanding as of June 30, 2020 847 8.75 (1) Included in "Forfeited or cancelled" are 558 PSUs that were cancelled and replaced by new grants during the six months ended June 30, 2020. |
Summary of Stock Option Activity | Stock option activity for the six months ended June 30, 2020 is as follows (in thousands, except for weighted-average grant date fair value): Number of Options Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2019 — $ — Granted 513 2.80 Vested and delivered — — Forfeited — — Outstanding as of June 30, 2020 513 2.80 |
Summary of Fair Value of Stock Options Granted are Estimated Using Black Scholes Option Pricing Model | The fair value of the stock options granted during the six months ended June 30, 2020 are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions: Risk-free interest rate 1.01 % Weighted-average volatility 53.08 % Dividend yield 0 % Expected years until exercise 6.5 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Loss Per Share | The computation of Loss per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net loss $ (24,644 ) $ (6,026 ) $ (812,078 ) $ (15,057 ) Basic weighted-average common shares outstanding 67,256 66,779 67,095 67,181 Effect of dilutive stock-based compensation awards (1) — — — — Diluted weighted-average common shares outstanding 67,256 66,779 67,095 67,181 Loss per share, basic $ (0.37 ) $ (0.09 ) $ (12.10 ) $ (0.22 ) Loss per share, diluted (0.37 ) (0.09 ) (12.10 ) (0.22 ) (1) There were 1,829 and 845 potential common shares excluded from diluted weighted-average shares outstanding for the three months ended June 30, 2020 and June 30, 2019, respectively, and 4,885 and 755 potential common shares for the six months ended June 30, 2020 and June 30, 2019, respectively, as their inclusion would have had an anti-dilutive effect. |
Description of Business, Comp_3
Description of Business, Company History and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
May 31, 2017 | Jun. 30, 2020 | |
Description of business and basis of presentation [Line Items] | ||
Percentage of ownership by the company | 100.00% | |
Spinoff | ||
Description of business and basis of presentation [Line Items] | ||
Cash transfer made to parent company | $ 650 | |
TEGNA Inc | Spinoff | ||
Description of business and basis of presentation [Line Items] | ||
Date of separation | May 31, 2017 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2020Segment | |
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 102,009 | $ 148,207 | $ 250,103 | $ 302,405 |
Direct | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 83,242 | 111,190 | 208,603 | 226,284 |
National Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 16,021 | 19,296 | 35,414 | 39,591 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 2,746 | 3,624 | 6,086 | 7,573 |
Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 102,009 | 134,110 | 250,103 | 273,448 |
Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 0 | 14,097 | 0 | 28,957 |
Subscription Advertising and Digital Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 79,449 | 116,447 | 196,712 | 237,761 |
Display Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 16,558 | 22,418 | 39,917 | 44,707 |
Pay Per Lead | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 4,769 | 6,613 | 10,512 | 14,547 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 1,233 | $ 2,729 | $ 2,962 | $ 5,390 |
Goodwill and Indefinite-lived_3
Goodwill and Indefinite-lived Intangible Asset - Changes in the Carrying Amount of Goodwill and Indefinite-lived Intangible Asset (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning balance | $ 505,885 |
Goodwill, Additions | 0 |
Goodwill, Impairment | (505,885) |
Goodwill, Ending balance | 0 |
Indefinite-lived intangible asset, Beginning balance | 790,020 |
Indefinite-lived intangible asset, Additions | 0 |
Indefinite-lived intangible asset, Impairment | (400,000) |
Indefinite-lived intangible asset, Ending balance | $ 390,020 |
Goodwill and Indefinite-lived_4
Goodwill and Indefinite-lived Intangible Asset - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Discounted rates for financial relief | 30.00% | 30.00% | 50.00% | |
Goodwill, impairment | $ 505,885 | |||
Indefinite-lived intangibles asset, impairment | $ 400,000 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jul. 01, 2020 | Dec. 31, 2019USD ($) | Oct. 31, 2019 | |
Line Of Credit Facility [Line Items] | |||||
Borrowings | $ 165,000 | $ 10,000 | |||
Outstanding indebtedness, carrying value | 609,066 | $ 611,277 | |||
Cash and cash equivalents | 56,945 | $ 13,549 | |||
Level 2 | |||||
Line Of Credit Facility [Line Items] | |||||
Outstanding indebtedness, fair value | 627,800 | ||||
Outstanding indebtedness, carrying value | 646,300 | ||||
Term Loan | |||||
Line Of Credit Facility [Line Items] | |||||
Outstanding principal amount | $ 371,300 | ||||
Effective interest rate | 5.50% | ||||
Repayment of loan | $ 16,900 | ||||
Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Outstanding principal amount | $ 275,000 | ||||
Effective interest rate | 3.30% | ||||
Repayment of loan | $ 150,000 | ||||
Borrowings | 165,000 | ||||
Amount available to borrow | $ 175,000 | ||||
Net leverage ratio | 6.50% | ||||
Consolidated interest coverage ratio | 0.0275 | 0.0300 | |||
Cash and cash equivalents | $ 75,000 | ||||
Mandatory prepayment with unrestricted cash in excess of specified amount | $ 75,000 | ||||
Term Loan And Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Net leverage ratio | 3.75% | 4.50% | |||
Credit agreement maturity date | May 31, 2022 |
Interest Rate Swap - Additional
Interest Rate Swap - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Derivative [Line Items] | ||
Reclassified from accumulated other comprehensive (loss) into Interest expense, net | $ 3,100,000 | $ 700,000 |
Reclassified from accumulated other comprehensive (loss) into Interest expense, net | 300,000 | $ 0 |
Reclassified from accumulated other comprehensive (loss) into income tax expenses (benefit) | 100,000 | |
Loss related to the change in the fair value | $ 600,000 | |
Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Fixed rate of interest | 2.96% | |
Notional amount | $ 300,000,000 | |
Unrealized loss of fair value | 16,100,000 | |
Swap | Other Accrued Liabilities | Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Unrealized loss of fair value | 8,400,000 | |
Swap | Other Noncurrent Liabilities | Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Unrealized loss of fair value | $ 7,700,000 |
Unfavorable Contracts Liabili_2
Unfavorable Contracts Liability - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Unfavorable Contracts Liability [Abstract] | ||
Percentage of retail rate charged to affiliates | 60.00% | |
Unfavorable contract liability amortization period | 5 years | |
Amortization into Wholesale revenue | $ 25.2 | |
Amortization into Affiliate revenue share | $ 0 | $ 11.7 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - Common Stock - USD ($) shares in Millions | 1 Months Ended | 6 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | |
Stockholders' Equity [Line Items] | |||
Stock repurchase program, authorized amount | $ 200,000,000 | ||
Stock repurchase program, duration | 2 years | ||
Stock purchased and retired | 0 | 1.7 | |
Stock purchased and retired, amount | $ 40,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting period | 3 years |
Options expiration period | 10 years |
Minimum | RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting period | 1 year |
Minimum | PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share units vesting percentage | 0.00% |
Share units performance period | 1 year |
Maximum | RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting period | 4 years |
Maximum | PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share units vesting percentage | 200.00% |
Share units performance period | 3 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSU Activity (Details) - RSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of Share Units | |
Share Units, Outstanding as of December 31,2019 | shares | 943 |
Share Units, Granted | shares | 3,425 |
Share Units, Vested and delivered | shares | (264) |
Share Units, Forfeited or cancelled | shares | (307) |
Share Units, Outstanding as of March 31,2020 | shares | 3,797 |
Weighted- Average Grant Date Fair Value | |
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2019 | $ / shares | $ 24.68 |
Weighted-?Average Grant?Date Fair Value, Granted | $ / shares | 5.41 |
Weighted-?Average Grant?Date Fair Value, Vested and delivered | $ / shares | 24.68 |
Weighted-?Average Grant?Date Fair Value, Forfeited or cancelled | $ / shares | 12.20 |
Weighted- Average Grant Date Fair Value, Outstanding as of March 31,2020 | $ / shares | $ 8.31 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Parenthetical) (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2020shares | |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs vested but not yet delivered | 91 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of PSU Activity (Details) - PSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of Share Units | |
Share Units, Outstanding as of December 31,2019 | shares | 953 |
Share Units, Granted | shares | 715 |
Share Units, Vested and delivered | shares | 0 |
Share Units, Forfeited or cancelled | shares | (821) |
Share Units, Outstanding as of March 31,2020 | shares | 847 |
Weighted- Average Grant Date Fair Value | |
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2019 | $ / shares | $ 26.60 |
Weighted-?Average Grant?Date Fair Value, Granted | $ / shares | 5.40 |
Weighted-?Average Grant?Date Fair Value, Vested and delivered | $ / shares | 0 |
Weighted-?Average Grant?Date Fair Value, Forfeited or cancelled | $ / shares | 26.38 |
Weighted- Average Grant Date Fair Value, Outstanding as of March 31,2020 | $ / shares | $ 8.75 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of PSU Activity (Parenthetical) (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2020shares | |
PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU cancelled and replaced by new grants | 558 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Stock Option Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of Share Units | |
Share Units, Outstanding as of December 31,2019 | shares | 0 |
Share Units, Granted | shares | 513 |
Share Units, Vested and delivered | shares | 0 |
Share Units, Forfeited | shares | 0 |
Share Units, Outstanding as of March 31,2020 | shares | 513 |
Weighted- Average Grant Date Fair Value | |
Weighted- Average Grant Date Fair Value, Outstanding as of December 31, 2019 | $ / shares | $ 0 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 2.80 |
Weighted- Average Grant Date Fair Value, Vested and delivered | $ / shares | 0 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted- Average Grant Date Fair Value, Outstanding as of March 31, 2020 | $ / shares | $ 2.80 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Fair Value of Stock Options Granted are Estimated Using Black Scholes Option Pricing Model (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | |
Risk-free interest rate | 1.01% |
Weighted-average volatility | 53.08% |
Dividend yield | 0.00% |
Expected years until exercise | 6 years 6 months |
Loss Per Share - Computation of
Loss Per Share - Computation of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (24,644) | $ (787,434) | $ (6,026) | $ (9,031) | $ (812,078) | $ (15,057) |
Basic weighted-average common shares outstanding | 67,256 | 66,779 | 67,095 | 67,181 | ||
Effect of dilutive stock-based compensation awards (1) | 0 | 0 | 0 | 0 | ||
Diluted weighted-average common shares outstanding | 67,256 | 66,779 | 67,095 | 67,181 | ||
Loss per share, basic | $ (0.37) | $ (0.09) | $ (12.10) | $ (0.22) | ||
Loss per share, diluted | $ (0.37) | $ (0.09) | $ (12.10) | $ (0.22) |
Loss Per Share - Computation _2
Loss Per Share - Computation of Loss Per Share (Parenthetical) (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Potential common shares excluded from diluted weighted-average shares outstanding | 1,829 | 845 | 4,885 | 755 |
Other (Expense) Income, net (De
Other (Expense) Income, net (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Other Income And Expenses [Abstract] | |
Impairment of non-marketable investments | $ 9.4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 94.3 | $ 94.3 |
Effective income tax rate, income tax expense percentage | 0.00% | 14.00% |
Federal statutory rate | 21.00% | 21.00% |