Cars.com Inc. 10-K

Item 8. Financial Statements and Supplementary Data. 33 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Cars.com Inc. Opinion on the Financial Statements We have audited the accompanying Consolidated Balance Sheets of Cars.com Inc. (the Company) as of December 31, 2020 and 2019, the related Consolidated Statements of (Loss) Income, Comprehensive (Loss) Income, Stockholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the index at Item 15(a) (2) (collectively referred to as the “Consolidated Financial Statements”). In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2021 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the Consolidated Financial Statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the Consolidated Financial Statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Valuation of Goodwill Description of the Matter At March 31, 2020, just prior to impairment, the Company’s goodwill was $505.9 million. As discussed in Note 2 and Note 6 of the Consolidated Financial Statements, goodwill is tested for impairment at least annually at the reporting unit level. Due to an interim triggering event, the Company performed a quantitative impairment analysis as of March 31, 2020, estimating the fair value of the reporting unit by utilizing an income approach which uses the discounted cash flow (“DCF”) analysis and the Company also considered a market-based valuation methodology using comparable public company trading values. The Company recorded a full impairment charge of $505.9 million in the first quarter of 2020. Auditing the Company’s goodwill impairment test was complex due to the significant judgment required in determining the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions that require judgment, including the amount and timing of future cash flows (e.g. revenue growth rates and EBITDA margins), the weighted average cost of capital (“discount rate”) and the Company’s market capitalization control premium, which are affected by factors such as general market conditions and recent operating performance. 34 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process. For example, we tested controls over management's review of the valuation model and the significant assumptions, as discussed above, used to develop the prospective financial information. We also tested management's controls to validate that the data used in the valuation was complete and accurate. To test the estimated fair value of the Company’s reporting unit, we performed audit procedures that included, among others, assessing the reasonableness of the methodologies used. We compared the significant assumptions used by management to current industry and economic trends, analyst expectations, changes to the Company’s business model, customer base or product mix and other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to assess the changes in the fair values that would result from changes in the assumptions. We also involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimate. Valuation of Indefinite-lived Intangible Asset Description of the Matter At March 31, 2020, just prior to impairment, the Company’s indefinite-lived intangible asset (Cars.com trade name) was $790.0 million. As discussed in Note 2 and Note 6 of the Consolidated Financial Statements, indefinite-lived intangible assets are tested for impairment at least annually. Due to an interim triggering event, the Company performed a quantitative impairment analysis as of March 31, 2020, estimating the fair value using the “relief from royalty” methodology, which is a variation of the income approach. The Company recorded an impairment charge of $400.0 million in the first quarter of 2020. Auditing the Company’s trade name impairment test was complex due to the significant judgement required in determining the fair value of trade name assets. In particular, the fair value estimate was sensitive to significant judgments, including amount and timing of future cash flows (e.g. revenue growth rates), royalty rate and weighted average cost of capital (“discount rate”), which are affected by factors such as general market conditions and recent operating performance. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s indefinite-lived intangible asset impairment review process. For example, we tested controls over management's review of the valuation model and the significant assumptions (e.g., revenue growth rates, royalty rate and discount rate) used to develop the prospective financial information. We also tested management's controls to validate that the data used in the valuation was complete and accurate. To test the estimated fair value of the Company’s trade name asset, we performed audit procedures that included, among others, assessing the reasonableness of the methodology used. We compared the significant assumptions used by management to current industry and economic trends, analyst expectations, changes to the Company’s business model, customer base or product mix and other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair values that would result from changes in the assumptions. We also involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2016. Chicago, Illinois February 25, 2021 35 Cars.com Inc. Consolidated Balance Sheets (In thousands, except per share data) December 31, 2020 2019 Assets: Current assets: Cash and cash equivalents $ 67,719 $ 13,549 Accounts receivable, net 93,649 101,762 Prepaid expenses 6,491 6,526 Other current assets 10,222 603 Total current assets 178,081 122,440 Property and equipment, net 41,323 43,696 Goodwill — 505,885 Intangible assets, net 835,166 1,329,499 Investments and other assets 21,142 26,471 Total assets $ 1,075,712 $ 2,027,991 Liabilities and stockholders' equity: Current liabilities: Accounts payable $ 16,512 $ 12,431 Accrued compensation 18,319 16,738 Current portion of long-term debt 7,756 31,391 Other accrued liabilities 47,781 38,246 Total current liabilities 90,368 98,806 Noncurrent liabilities: Long-term debt 576,143 611,277 Deferred tax liability 30,800 132,996 Other noncurrent liabilities 38,225 43,844 Total noncurrent liabilities 645,168 788,117 Total liabilities 735,536 886,923 Commitments and contingencies Stockholders' equity: Preferred Stock at par, $ 0.01 par value; 5,000 shares authorized; no shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively — — Common Stock at par, $ 0.01 par value; 300,000 shares authorized; 67,387 and 66,764 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively 674 668 Additional paid-in capital 1,530,493 1,515,109 Accumulated deficit ( 1,184,187 ) ( 367,067 ) Accumulated other comprehensive loss ( 6,804 ) ( 7,642 ) Total stockholders' equity 340,176 1,141,068 Total liabilities and stockholders' equity $ 1,075,712 $ 2,027,991 The accompanying notes are an integral part of these Consolidated Financial Statements. 36 Cars.com Inc. Consolidated Statements of (Loss) Income (In thousands, except per share data) Year Ended December 31, 2020 2019 2018 Revenue: Retail $ 547,503 $ 572,311 $ 579,188 Wholesale — 34,371 82,939 Total revenue 547,503 606,682 662,127 Operating expenses: Cost of revenue and operations 101,536 99,549 90,433 Product and technology 60,664 62,859 68,789 Marketing and sales 183,448 217,432 226,740 General and administrative 59,051 73,772 72,943 Affiliate revenue share 10,970 20,790 15,488 Depreciation and amortization 113,276 116,877 103,810 Goodwill and intangible asset impairment 905,885 461,463 — Total operating expenses 1,434,830 1,052,742 578,203 Operating (loss) income ( 887,327 ) ( 446,060 ) 83,924 Nonoperating expense: Interest expense, net ( 37,856 ) ( 30,774 ) ( 27,717 ) Other (expense) income, net ( 11,226 ) 1,555 722 Total nonoperating expense, net ( 49,082 ) ( 29,219 ) ( 26,995 ) (Loss) income before income taxes ( 936,409 ) ( 475,279 ) 56,929 Income tax (benefit) expense ( 119,289 ) ( 29,955 ) 18,120 Net (loss) income $ ( 817,120 ) $ ( 445,324 ) $ 38,809 Weighted-average common shares outstanding: Basic 67,241 66,995 70,318 Diluted 67,241 66,995 70,547 (Loss) earnings per share: Basic $ ( 12.15 ) $ ( 6.65 ) $ 0.55 Diluted ( 12.15 ) ( 6.65 ) 0.55 The accompanying notes are an integral part of these Consolidated Financial Statements. 37 Cars.com Inc. Consolidated Statements of Comprehensive (Loss) Income (In thousands) Year Ended December 31, 2020 2019 2018 Net (loss) income $ ( 817,120 ) $ ( 445,324 ) $ 38,809 Other comprehensive income (loss), net of tax: Interest rate swap ( 8,910 ) ( 9,174 ) — Reclassification of accumulated other comprehensive loss on interest rate swap into net income 9,748 1,532 — Total other comprehensive income (loss) 838 ( 7,642 ) — Comprehensive (loss) income $ ( 816,282 ) $ ( 452,966 ) $ 38,809 The accompanying notes are an integral part of these Consolidated Financial Statements. 38 Cars.com Inc. Consolidated Statements of Stockholders’ Equity (In thousands) Preferred Stock Common Stock Additional Paid-In Retained Earnings (Accumulated Accumulated Other Comprehensive Stockholders' Shares Amount Shares Amount Capital Deficit) Loss Equity Balance at December 31, 2017 — $ — 71,628 $ 716 $ 1,501,830 $ 176,582 $ — $ 1,679,128 Net income — — — — — 38,809 — 38,809 Repurchases of common stock — — ( 3,789 ) ( 38 ) — ( 97,152 ) — ( 97,190 ) Shares issued in connection with stock-based compensation plans, net — — 160 2 375 — — 377 Stock-based compensation — — — — 9,423 — — 9,423 Other — — 263 3 ( 3,627 ) — — ( 3,624 ) Balance at December 31, 2018 — $ — 68,262 $ 683 $ 1,508,001 $ 118,239 $ — $ 1,626,923 Net loss — — — — — ( 445,324 ) — ( 445,324 ) Other comprehensive loss, net — — — — — — ( 7,642 ) ( 7,642 ) Repurchases of common stock — — ( 1,750 ) ( 18 ) — ( 39,982 ) — ( 40,000 ) Shares issued in connection with stock-based compensation plans, net — — 238 2 ( 288 ) — — ( 286 ) Stock-based compensation — — — — 7,588 — — 7,588 Other — — 14 1 ( 192 ) — — ( 191 ) Balance at December 31, 2019 — $ — 66,764 $ 668 $ 1,515,109 $ ( 367,067 ) $ ( 7,642 ) $ 1,141,068 Net loss — — — — — ( 817,120 ) — ( 817,120 ) Other comprehensive gain, net — — — — — — 838 838 Shares issued in connection with stock-based compensation plans, net — — 623 6 229 — — 235 Stock-based compensation — — — — 15,155 — — 15,155 Balance at December 31, 2020 — $ — 67,387 $ 674 $ 1,530,493 $ ( 1,184,187 ) $ ( 6,804 ) $ 340,176 The accompanying notes are an integral part of these Consolidated Financial Statements. 39 Cars.com Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net (loss) income $ ( 817,120 ) $ ( 445,324 ) $ 38,809 Adjustments to reconcile Net (loss) income to Net cash provided by operating activities: Depreciation 18,943 18,266 12,820 Amortization of intangible assets 94,333 98,611 90,990 Amortization of unfavorable contracts liability — ( 18,885 ) ( 25,200 ) Goodwill and intangible asset impairment 905,885 461,463 — Impairment of non-marketable security 9,447 — — Amortization of accumulated other comprehensive loss on interest rate swap 8,623 — — Stock-based compensation 15,155 7,588 9,423 Deferred income taxes ( 103,582 ) ( 44,920 ) 16,693 Provision for doubtful accounts 4,380 4,897 4,391 Amortization of debt issuance costs 5,108 1,573 1,307 Other 181 496 1,053 Changes in operating assets and liabilities, net of DI Acquisition: Accounts receivable 3,733 2,262 ( 1,164 ) Prepaid expenses 35 2,738 2,464 Other current assets ( 9,592 ) 9,835 ( 552 ) Other assets 43 ( 16,201 ) 782 Accounts payable 3,993 874 2,512 Accrued compensation 1,581 ( 83 ) 2,569 Other accrued liabilities 7,614 ( 1,378 ) 8,358 Other noncurrent liabilities ( 10,144 ) 19,672 ( 1,707 ) Net cash provided by operating activities 138,616 101,484 163,548 Cash flows from investing activities: Purchase of property and equipment ( 16,712 ) ( 21,257 ) ( 14,233 ) Payment for DI Acquisition, net — — ( 157,153 ) Other — ( 599 ) 11 Net cash used in investing activities ( 16,712 ) ( 21,856 ) ( 171,375 ) Cash flows from financing activities: Proceeds from revolving loan borrowings and issuance of long-term debt 565,000 10,000 195,000 Payments of debt issuance costs and other fees ( 17,344 ) ( 2,940 ) — Payments of long-term debt ( 615,625 ) ( 58,125 ) ( 82,500 ) Stock-based compensations plans, net 235 ( 286 ) 377 Repurchases of common stock — ( 40,000 ) ( 97,190 ) Other — ( 191 ) ( 2,960 ) Net cash (used in) provided by financing activities ( 67,734 ) ( 91,542 ) 12,727 Net increase (decrease) in cash and cash equivalents 54,170 ( 11,914 ) 4,900 Cash and cash equivalents at beginning of period 13,549 25,463 20,563 Cash and cash equivalents at end of period $ 67,719 $ 13,549 $ 25,463 Supplemental cash flow information: Cash paid for income taxes, net of refunds $ 805 $ 1,740 $ 7 Cash paid for interest and swap 26,433 29,654 26,780 The accompanying notes are an integral part of these Consolidated Financial Statements. 40 Cars.com Inc. Notes to Consolidated Financial Statements Note 1. Description of business Description of business. Cars.com Inc., (the “Company” or “CARS”) is a leading digital marketplace and solutions provider for the automotive industry, connecting car shoppers with sellers. Through the marketplace, dealer websites and other digital products, the Company showcases dealer inventory, elevates and amplifies dealers’ and automotive manufacturers (“OEMs”) brands, connects sellers with the Company’s ready-to-buy audience and empowers shoppers with the resources and information needed to make confident car buying decisions. The Company’s digital solutions strategy builds on the rich data and audience of its digital marketplace to offer media and solutions that drive growth and efficiency for the automotive industry. The Company’s portfolio of brands now includes Cars.com, Dealer Inspire, DealerRater, FUEL, Auto.com, PickupTrucks.com and NewCars.com. In May 2017, the Company separated from its former parent company 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 Company’s common stock began trading “regular way” on the New York Stock Exchange on June 1, 2017. Note 2. Significant Accounting Policies Basis of Presentation . These accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC. The Consolidated Financial Statements include the accounts of CARS and its 100 % owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. 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 . Reclassifications . Certain prior year balances have been reclassified to conform to the current year presentation. 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 based on the relative standalone selling price 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 prior to October 2019, through affiliate sales channels (Wholesale revenue). Marketplace Subscription Advertising Revenue. The Company’s primary source of Retail revenue and, prior to October 2019, Wholesale revenue is through the sale of marketplace subscription advertising packages to dealer customers. Our subscription packages allow dealer customers to showcase their new and used vehicle inventory to in-market shoppers on the Cars.com website. The subscription packages are generally a fixed price arrangement with varying contract terms, typically ranging from three to six months , that are 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, prior to October 2019, Wholesale revenue in the Consolidated 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 Statements of (Loss) Income. 41 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) Prior to October 2019, the Company’s affiliates also sold marketplace subscription advertising to dealer customers, and the Company earned Wholesale revenue through its affiliate agreements. Affiliates were assigned certain sales territories in which they sold the Company’s products. Under these agreements, the Company charged the affiliates 60 % of the corresponding Cars.com retail rate for products sold to affiliate dealer customers. The Company recognized Wholesale revenue ratably as the service was provided over the contract term. In situations where the Company’s direct sales force sold the Company’s products within an affiliate’s assigned territory, the Company paid the affiliate a revenue share which was classified as Affiliate revenue share in the Consolidated Statements of (Loss) Income. Wholesale revenue also included the amortization of the Unfavorable contracts liability. For further information, see Note 7 (Unfavorable Contracts Liability). Display Advertising Products and Services Revenue. The Company also earns revenue through the sale of display advertising on the Company’s website to national advertisers, pursuant to transaction-based contracts, which are billed for impressions delivered or click-throughs on their advertisements. An impression is the display of an advertisement to an end-user on the website and is a measure of volume. A click-through occurs when an end-user clicks on an impression. The Company recognizes revenue as the impressions or click-throughs are delivered. If the impressions or click-throughs delivered are less than the amount invoiced to the customer, the difference is recorded as deferred revenue and recognized as revenue when earned. 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 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 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 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 customers 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, expected losses, and any specific reserves needed for certain customers based on their credit risk. Bad debt expense is included in Marketing and sales in the Consolidated Statements of (Loss) Income. The allowance for doubtful accounts was $ 4.4 million and $ 5.0 million as of December 31, 2020 and 2019, respectively. 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. 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. In the first quarter of 2020, the Company recorded a full impairment of $ 9.4 million, triggered by the novel coronavirus disease 2019 (“COVID-19”) pandemic and the related restrictions, for the year ended December 31, 2020. The impairment was included in the Other (expense) income, net line item of the Consolidated Statements of (Loss) Incom e. The non-marketable investments recorded within Investments and other assets on the Consolidated Balance Sheets were zero and $ 9.4 million as of December 31, 2020 and 2019, respectively. For further information on the triggering event, see Note 6 (Goodwill and Other Intangible Assets). 42 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) 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 2020 2019 Estimated Useful Life Computer software $ 60,707 $ 46,636 18 months - 5 years Computer hardware 20,197 19,429 3 - 5 years Leasehold improvements 18,887 19,151 Lesser of useful life or lease term Furniture and fixtures 4,634 4,757 10 years Property and equipment, gross 104,425 89,973 Less: Accumulated depreciation ( 63,102 ) ( 46,277 ) Property and equipment, net $ 41,323 $ 43,696 Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $ 18.9 million, $ 18.3 million and $ 12.8 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 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, including cloud computing arrangements, for the years ended December 31, 2020, 2019 and 2018 were $ 16.3 million, $ 19.8 million and $ 11.5 million, respectively. Capitalized costs, excluding those for cloud computing arrangements, are included in Property and equipment, net on the Consolidated Balance Sheets. Research and development costs are expensed as incurred. Cloud Computing Arrangements. The Company capitalizes costs associated with the development of cloud computing arrangements in a manner consistent with internally developed technology. Capitalized costs are included in Prepaid expenses on the Consolidated Balance Sheet. Any amortization is recorded in the same manner on the Consolidated Statement of (Loss) Income as the associated expense with the underlying host arrangement. These costs as of December 31, 2020 were immaterial. Goodwill and Other Intangible Assets . Prior to the first quarter of 2020, the period in which the Company fully impaired our goodwill, goodwill represented the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. Goodwill was 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 was tested for impairment at a level referred to as the reporting unit. The level at which the Company tested goodwill for impairment required the Company to determine whether the operations below the business segment level constitute a business for which discrete financial information was available and segment management regularly reviews the operating results. The Company determined that it operated as a single reporting unit. The process of estimating the fair value of goodwill is subjective and required the Company 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 concluded it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company performed 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 and the Company’s market capitalization. Determining fair value requires the exercise of significant judgments, including the amount and 43 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) 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). The Company’s indefinite-lived intangible asset relates to the Cars.com trade name. 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. 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 Customer relationships 3 - 14 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 Statements of (Loss) Income. Fair Value of Financial Instruments . The Company’s financial instruments include the interest rate swap (the “Swap”) 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. 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. 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 the Swap effective December 31, 2018. Under the terms of the Swap, the Company is locked into a fixed rate of interest of 2.96 % plus an applicable margin, as defined in the Credit Agreement, on a notional amount of $ 300 million. The amendment entered into in June 2020 (the “Second Amendment”) resulted in the loss of hedge accounting. For further information, see Note 9 (Interest Rate Swap). As a result, as of the date of the Second Amendment, the unrealized loss included within Accumulated other comprehensive loss is ratably reclassified into Net (loss) income over the remaining life of the Swap. Each period, a portion of the unrealized loss is recorded to Interest expense, net and Income tax (benefit) expense within the Consolidated 44 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) Statements of ( Loss ) Income . Subsequent to the Second Amendment, any changes in the fair value of the Swap is recorded within Other (expense) income, net on the Consolidated Statements of ( Loss ) Income. As a result of the amendment entered into in October 2020 (the “Third Amendment”), the existing debt at the time of the amendment resulted in a partial debt extinguishment. Due to the reduction in value of the underlying Term Loan upon the Third Amendment as compared to the notional amount of the Swap, a proportional amount of the frozen Accumulated other comprehensive loss balance was immediately reclassified into Interest expense, net. The Swap is recognized on the Consolidated Balance Sheet at fair value and classified based on the instrument’s maturity date. Income Taxes . Income taxes are presented on the Consolidated 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 Statements of (Loss) Income. For further information, see Note 15 (Income Taxes). 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 13 (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 Statements of (Loss) Income. Advertising expense for the years ended December 31, 2020, 2019 and 2018 was $ 80.4 million, $ 115.8 million and $ 109.2 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, hosting for our digital solutions 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. As part of the cost reduction efforts in response to the COVID-19 pandemic and related restrictions, beginning in the second quarter of 2020, the Company temporarily suspended the employer match of employees’ defined contribution plans for a portion of the year ended December 31, 2020. As of December 31, 2020, the Company’s match was fully reinstated. The Company’s contributions to its defined contribution plans for the years ended December 31, 2020, 2019 and 2018 were $ 2.4 million, $ 4.3 million and $ 4.4 million, respectively . Note 3. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 45 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) 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. Note 4. Business Combination 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”). The post-DI Acquisition business related to Dealer Inspire, Inc. and Launch Digital Marketing LLC is referred to collectively as “Dealer Inspire.” Dealer Inspire is an innovative technology leader providing progressive dealer websites, digital retailing and messaging platform products, as well as 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 year ended December 31, 2018. These costs were recorded in General and administrative expense in the Consolidated 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 Statements of Cash Flows is as follows (in thousands): 46 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) 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 performance period. The fair value was estimated utilizing the income approach valuation technique. (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 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 regarding the identifiable intangible assets acquired is as follows: 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 performance period. For further information, s ee Note 13 (Stock-Based Compensation). 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. The Company recorded impairments to Goodwill during the years ended December 31, 2020 and 2019 after the determination of triggering events in both periods. Due to the cumulative impairments through December 31, 2020, all of Goodwill, including the Goodwill recorded as a result of the DI Acquisition, was impaired as of December 31, 2020. For information related to the goodwill impairment recorded during the years ended December 31, 2020 and 2019, see Note 6 (Goodwill and Other Intangible Assets). 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 for the year ended 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 Credit Facility 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 financial information is disclosed 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 financial 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 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. The n et loss includes $ 14.0 million of incremental intangible asset amortization and $ 8.2 million of costs related to the DI Acquisition, primarily related to the cash settlement of Dealer Inspire’s unvested equity awards and acquisition-related costs, both of which are on a pre-tax basis. 47 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) 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. Prior to October 2019, the Company’s affiliates also sold marketplace subscription advertising to dealer customers, and the Company earned Wholesale revenue through its affiliate agreements. For further information, see Note 7 (Unfavorable Contracts Liability). Year Ended December 31, Sales channel 2020 2019 2018 Direct $ 463,018 $ 477,095 $ 457,651 National advertising 73,176 80,774 105,381 Other 11,309 14,442 16,156 Retail 547,503 572,311 579,188 Wholesale — 34,371 82,939 Total revenue $ 547,503 $ 606,682 $ 662,127 Major products and services Marketplace subscription advertising $ 436,441 $ 475,960 $ 507,993 Display advertising 84,630 91,935 112,792 Pay per lead 18,557 26,907 30,757 Other 7,875 11,880 10,585 Total revenue $ 547,503 $ 606,682 $ 662,127 Note 6. Goodwill and Other Intangible Assets Goodwill and Indefinite-Lived Intangible Asset . In September 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). In March 2020, the Company determined there was a triggering event, caused by the economic impacts of the COVID-19 pandemic and related restrictions. In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and it has since spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The pandemic 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 “related restrictions”). The related 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. While certain jurisdictions have relaxed or reversed some of these related restrictions, many have been subsequently reinstated. The COVID-19 pandemic and related restrictions have caused a widespread increase in unemployment and have resulted in reduced consumer spending and an economic recession. As a result of overall uncertainty related to the automotive industry, in the second half of March 2020, the Company’s customers began to adjust, reduce or suspend their operating and marketing activities. This resulted and may continue to result in decreased subscription revenue and reduced demand for the Company’s services. Moreover, depending upon the progress of the pandemic and the government and societal responses thereto, the Company’s customers may implement further cost-savings measures, including additional reductions of their advertising spend. 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 48 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) respect to managing its expenses, the Company implemented several initiatives, including both permanent and temporary measures, to adjust expenses with changes in revenue. The effects of the COVID-19 pandemic and related restrictions, particularly reduced consumer spending and the discounts that the Company provided its dealer customers in the second quarter of 2020, have negatively impacted its 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 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. 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. 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, 2018 $ 884,449 $ 872,320 Impairment ( 379,163 ) ( 82,300 ) Other 599 — December 31, 2019 $ 505,885 $ 790,020 Impairment ( 505,885 ) ( 400,000 ) December 31, 2020 $ — $ 390,020 Definite Lived Intangible Assets . The Company’s definite-lived intangible assets by major asset class are as follows (in thousands): December 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 832,540 $ ( 416,452 ) $ 416,088 $ 832,540 $ ( 343,925 ) $ 488,615 Acquired software 111,200 ( 98,411 ) 12,789 111,200 ( 78,831 ) 32,369 Other trade names 23,900 ( 7,631 ) 16,269 23,900 ( 5,405 ) 18,495 Content library 2,100 ( 2,100 ) — 2,100 ( 2,100 ) — Non-compete agreements — — — 2,860 ( 2,860 ) — Total $ 969,740 $ ( 524,594 ) $ 445,146 $ 972,600 $ ( 433,121 ) $ 539,479 As of December 31, 2020, projected annual amortization expense for amortizable intangible assets is as follows (in thousands): 2021 $ 84,994 2022 71,694 2023 69,828 2024 67,222 2025 52,479 Thereafter 98,929 Total $ 445,146 Note 7. Unfavorable Contracts Liability In connection with the October 2014 acquisition of CARS by the Company’s former parent, the Company entered into affiliate agreements with the former owners of CARS. Under the affiliate agreements, which were fully terminated by October 2019, affiliates had 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 prior to October 2019, recognized revenue generated from these agreements as Wholesale revenue in the Consolidated Statements of (Loss) Income. The Unfavorable contracts liability was established as a result of 49 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) 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. The Company amended five of its affiliate agreements (Gannett, McClatchy, TEGNA, tronc, and the Washington Post) and as a result, had a direct relationship with these dealer customers before the original contractual conversion date specified. As a result, the Company recognizes the revenue associated with converted dealer customers as Retail revenue, rather than Wholesale revenue, in the Consolidated Statements of (Loss) Income. On October 2019, the Belo affiliate agreement expired. As part of the amendments to the affiliate agreements, Gannett, McClatchy, TEGNA, tronc, and the Washington Post agreed to perform certain marketing support and transition services through varying dates, the latest of which was June 29, 2020. The fees the Company incurred associated with the amended affiliate agreements were recorded as Affiliate revenue share expense within Operating expenses in the Consolidated 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 related to these converted markets was recorded as a reduction of Affiliate revenue share within Operating expenses in the Consolidated Statements of (Loss) Income. As of December 31, 2019, the Unfavorable contracts liability has been fully amortized. During the years ended December 31, 2020 and 2019, the Company recorded zero and $ 17.5 million, respectively, as a reduction to Affiliate revenue share, rather than Wholesale revenue, in the Consolidated Statements of (Loss) Income. As of October 2019, the Company has direct relationships with all of its dealer customers. In addition, as of June 30, 2020, the Company no longer incurs affiliate revenue share expense. 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. Subsequent to the initial Credit Agreement, the Company has entered into three amendments. First Amendment. 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 Credit Agreement was to mature on May 31, 2022 and included (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 was 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 varied 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 required a total maximum total net leverage of 4.50 x with incremental step downs through the maturities of the Term Loan and the Revolving Loan. Second Amendment. In June 2020, the Company entered into an amendment that provided 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 included the following: • A revised maximum permitted “Total Net Leverage Ratio” beginning March 31, 2021 (after the Covenant Adjustment Period) of 6.50 x, with step downs thereafter. • A revised minimum permitted “Consolidated Interest Coverage Ratio” beginning March 31, 2021 (after the Covenant Adjustment Period) of 2.75 x and 3.00 x beginning June 30, 2020. 50 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) • A minimum liquidity requirement of $ 75.0 million; and added an anti-cash hoarding covenant, which requires, during the Covenant Adjustment Period, mandatory prepayments of the Revolving Credit Facility with the amount of any unrestricted cash located in the Company’s deposit accounts in excess of $ 75.0 million . Third Amendment On October 30, 2020, the Company entered into the Third Amendment to its Credit Agreement, in which the Company reduced the size of the outstanding borrowings under the Credit Agreement to an aggregate principal amount of $ 430.0 million, comprised of $ 230.0 million of the Revolving Credit Facility and $ 200.0 million of the Term Loan, with a revised maturity date of May 31, 2025 . The Third Amendment also includes the following: • A maximum senior secured leverage ratio of 3.50 x, with a temporary step up for material permitted acquisitions; • A minimum interest coverage ratio of 2.75 x, with a step up to 3.00 x on June 30, 2023; • A revised interest rate grid updated to reflect a maximum ABR margin of 1.75 % and a maximum Eurodollar margin of 2.75 %. • Certain modifications to negative covenants restricting additional indebtedness, investments, acquisitions, debt repayments and certain dividends and distribution; • Provisions to accommodate the replacement of the existing LIBOR Rate with a successor benchmark interest rate; and • Ended the Covenant Adjustment Period and removed the related minimum liquidity requirement and anti-cash hoarding covenant that were implemented pursuant to the Second Amendment. Term Loan. As of December 31, 2020, the outstanding borrowings under the Term Loan were $ 197.5 million and the interest rate in effect was 2.8 %. During the year ended December 31, 2020, the Company made $ 190.6 million in Term Loan payments. A portion of the proceeds from the $ 400.0 million bond issuance (“Bond Offering”) were used to repay $ 162.8 million of the borrowings under the Term Loan. Interest on the Term Loan is typically paid on a monthly basis. Revolving Loan. As of December 31, 2020, there were no outstanding borrowings under the Revolving Loan. During 2020, the Company borrowed $ 165.0 million on the Revolving Loan, and paid down $ 190.0 million before using $ 235.0 million of the proceeds from the Bond Offering to repay the outstanding borrowings under the Revolving Loan. Bond Offering. In October 2020, the Company issued $ 400.0 million aggregate principal amount of 6.375% senior unsecured notes due 2028. The Company used the net proceeds from the offering, together with cash on hand, to repay $ 235.0 million of borrowings under its Revolving Loan, repay $ 162.8 million of borrowings under its Term Loan and pay fees associated with the offering and refinancing. Interest on the bonds is due semi-annually . Debt Issuance Costs. Debt issuance costs related to the various amendments and issuances were $ 17.7 million and $ 5.5 million at December 31, 2020 and December 31, 2019, respectively. Depending on the nature of the debt issuance costs and the underlying debt to which it relates, they are recorded as either a reduction of debt and accreted using the effective interest method or as a deferred asset and accreted using the straight-line method with the amortization recorded in Interest expense, net on the Consolidated Statements of (Loss) Income. Debt Extinguishment. The Third Amendment resulted in a partial debt extinguishment of $ 1.8 million of the previously capitalized debt issuance costs and included in Other (expense) income, net of the Consolidated Statements of (Loss) Income for the year ended December 31, 2020. Debt Guarantors, Collateral, Covenants and Restrictions. The obligations under the debt agreements are guaranteed by the Guarantors and the Company. The Guarantors secured their respective obligations under the debt agreements by granting liens in favor of the agent on substantially all of their assets. The terms of the debt 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, 2020, the Company is in compliance with the covenants under its debt agreements. 51 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) 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. As of December 31, 2020, the Company’s contractual payments under then-outstanding long-term debt agreements in each of the next five calendar years and thereafter are as follows (in thousands): 2021 $ 10,000 2022 11,250 2023 16,250 2024 20,000 2025 140,000 Thereafter 400,000 Total $ 597,500 Note 9. 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 was 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 was frozen and is now being ratably reclassified into Net (loss) income over the remaining life of the Swap through Interest expense, net and Income tax (benefit) expense within the Consolidated Statements of (Loss) Income. Subsequent to the Second Amendment, any changes in the fair value of the Swap is recorded within Other (expense) income, net on the Consolidated Statements of (Loss) Income. The Third Amendment triggered a partial debt extinguishment, including a partial extinguishment of the underlying Term Loan. Due to the reduction in the Term Loan as compared to the notional amount of the Swap, the Company wrote-off a proportional amount of the frozen Accumulated other comprehensive loss balance as of the date of the partial extinguishment proportional to the reduction in the underlying notional amount of Term Loan. As a result, the Company included $ 4.5 million in Interest expense, net on the Consolidated Statements of (Loss) Income, prior to any impact of the valuation allowance. The Company will continue to amortize the remaining Accumulated other comprehensive loss to Interest expense, net and Income tax (benefit) expense within the Consolidated Statements of (Loss) Income through the remainder of the term of the Swap. Any changes in the fair value of the Swap will continue to be recorded within Other (expense) income, net on the Consolidated Statements of (Loss) Income. As of December 31, 2020, the fair value of the Swap was an unrealized loss of $ 12.1 million, of which $ 8.5 million and $ 3.6 million is recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. As of December 31, 2019, the fair value of the Swap was an unrealized loss of $ 10.2 million, of which $ 4.2 million and $ 6.0 million is recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the years ended December 31, 2020 and December 31, 2019, $ 11.1 million and $ 2.0 million was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net, respectively. During the year ended December 31, 2020, the Company made payments of $ 7.0 million related to the Swap. During the year ended December 31, 2020, $ 1.3 million was reclassified as a tax benefit from Accumulated other comprehensive loss into Income tax (benefit) expense on the Consolidated Statements of (Loss) Income. 52 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) Note 10. 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 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. As of December 31, 2020, the Company’s scheduled future minimum lease payments under operating leases having initial noncancelable lease terms of more than one year, is as follows (in thousands): 2021 $ 4,872 2022 4,470 2023 4,042 2024 4,154 2025 4,570 Thereafter 26,425 Total minimum lease payments 48,533 Less: Imputed interest (1) ( 15,256 ) Present value of the minimum lease payments 33,277 Less: Current maturities of lease obligations ( 2,485 ) Long-term lease obligations $ 30,792 (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, 2020 and 2019, the Company’s operating lease assets, included in Investments and other assets, were $ 16.0 million and $ 16.9 million, respectively, and operating lease liabilities were $ 33.3 million and $ 33.6 million, respectively, 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 . Rental expense in 2018 was $ 8.2 million. Other information related to the Company’s operating leases for the year ended December 31, 2020 is as follows (in thousands, except months and percentage): Year Ended December 31, Income statement information: 2020 2019 Operating lease cost $ 3,848 $ 3,877 Short-term lease cost 856 1,202 Variable lease cost 2,834 2,565 Total lease cost $ 7,538 $ 7,644 Other information: Cash paid for operating leases $ 3,320 $ 3,627 Weighted-average remaining lease term (in months) 122 132 Weighted-average discount rate as of December 31 7.4 % 7.4 % Note 11. Commitments and Contingences 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. 53 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) Note 12. Stockholders Equity In March 2018, the Company’s Board of Directors authorized a two-year share repurchase program to acquire up to $ 200 million of the Company’s common stock. The Company repurchased 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 were based on market conditions and other factors including price. The repurchase program did not require the purchase of any minimum number of shares and the Company funded the share repurchase program principally with cash from operations. In March 2020, the repurchase program expired and there were no share repurchases during the year ended December 31, 2020. The Company repurchased and subsequently retired 1.7 million shares for $ 40.0 million during the year ended December 31, 2019. Note 13. 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 18.0 million common stock shares may be issued under the Omnibus Plan. As of December 31, 2020, there were 10.5 million common stock shares available for future grants. The Company issues new shares of CARS common stock for shares delivered under the Omnibus Plan. Information related to stock-based compensation expense is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Stock-based compensation expense $ 15,155 $ 7,588 $ 9,423 Income tax benefit related to stock-based compensation expense — 2,840 1,222 Information related to outstanding stock-based compensation awards as of December 31, 2020 for restricted share units (“RSUs”), restricted stock, 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 and Restricted Stock $ 20,459 1.8 PSUs 537 0.5 ESPP 217 0.3 Stock Options 1,051 2.2 Total $ 22,264 1.8 Restricted Share Units 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 the RSUs is equal to the Company’s common stock price on the date of grant. Restricted Stock represents RSUs that have been delivered to certain non-employee directors who have elected to receive shares underlying RSUs before they vest. Restricted Stock is subject to vesting over one year and the fair value of the Restricted Stock is equal to the Company’s common stock price on the date of grant. RSU and Restricted Stock activity for the year ended December 31, 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) 3,827 5.87 Vested and delivered ( 311 ) 24.56 Forfeited ( 398 ) 10.88 Outstanding as of December 31, 2020 (1) (2) 4,061 8.31 54 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) (1) Included in “Granted” and “Outstanding as of December 31, 2020” are 108 of Restricted Stock that was delivered, but not yet vested. (2) The outstanding balance as of December 31, 2020 includes 91 RSUs that were vested, but not yet delivered. The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2020 and 2019 was $ 5.87 and $ 23.51 , respectively. The total grant-date fair value of RSUs that vested during the years ended December 31, 2020 and 2019 was $ 8.9 million and $ 7.1 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. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. PSU activity for the year ended December 31, 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 715 5.40 Vested and delivered — — Forfeited or cancelled (1) ( 938 ) 23.76 Outstanding as of December 31, 2020 730 9.28 (1) Included in "Forfeited or cancelled" are 646 shares that were cancelled and replaced by new RSU or PSU grants during the year ended December 31, 2020. The PSUs outstanding as of December 31, 2020 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 one to three-year performance period. These PSUs are subject to cliff vesting at the end of the respective performance period. During the year ended December 31, 2018, the Company granted 632,000 PSUs 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 performance period. These PSUs are subject to graded vesting over three years . 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 cliff vesting and expire 10 years from the grant date. Stock option activity for the year ended December 31, 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 December 31, 2020 513 2.80 The fair value of the stock options granted during the year ended December 31, 2020 are estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions: 55 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) Risk-free interest rate 1.01 % Weighted-average volatility 53.08 % Dividend Yield 0 % Expected years until exercise 6.5 Employee Stock Purchase Plan. In September 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, 2020, 2.5 million shares were available for issuance under the ESPP. The Company issued 0.3 million and 0.1 million shares related to the ESPP and recorded $ 0.7 million and $ 0.5 million of stock-based compensation expense related to the ESPP for the years ended December 31, 2020 and 2019, respectively. Note 14. (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 is as follows (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2018 Net (loss) income $ ( 817,120 ) $ ( 445,324 ) $ 38,809 Basic weighted-average common shares outstanding 67,241 66,995 70,318 Effect of dilutive stock-based compensation awards (1) — — 229 Diluted weighted-average common shares outstanding 67,241 66,995 70,547 (Loss) earnings per share, basic $ ( 12.15 ) $ ( 6.65 ) $ 0.55 (Loss) earnings per share, diluted ( 12.15 ) ( 6.65 ) 0.55 (1) There were 2,727 and 809 potential common shares excluded from diluted weighted-average common shares outstanding for the years ended December 31, 2020 and December 31, 2019, respectively, as their inclusion would have had an anti-dilutive effect. Note 15. 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, 2020 2019 2018 U.S. $ ( 938,248 ) $ ( 476,925 ) $ 56,114 Non-U.S. 1,839 1,646 815 (Loss) income before income taxes $ ( 936,409 ) $ ( 475,279 ) $ 56,929 56 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) Year Ended December 31, 2020 2019 2018 Current: U.S. federal $ ( 15,871 ) $ 9,319 $ 254 U.S. state and local — 2,651 953 Non-U.S. 164 448 220 Total current income tax (benefit) expense ( 15,707 ) 12,418 1,427 Deferred: U.S. federal ( 83,830 ) ( 36,294 ) 11,133 U.S. state and local ( 19,761 ) ( 6,076 ) 5,560 Non-U.S. 9 ( 3 ) — Total deferred income tax (benefit) expense ( 103,582 ) ( 42,373 ) 16,693 Income tax (benefit) expense $ ( 119,289 ) $ ( 29,955 ) $ 18,120 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, 2020 2019 2018 $ % $ % $ % Income tax provision at statutory rate $ ( 196,646 ) 21.0 % $ ( 99,808 ) 21.0 % $ 11,955 21.0 % State income taxes, net of federal income tax benefit ( 37,566 ) 4.0 ( 5,374 ) 1.1 2,668 4.7 Goodwill impairment — — 71,650 ( 15.1 ) — — Effect of change in apportionment factors ( 2,228 ) 0.2 928 ( 0.2 ) 3,467 6.1 NOL carrybacks rate differential ( 3,270 ) 0.4 — — — — Valuation allowance 121,659 ( 13.0 ) — — — — Other, net ( 1,238 ) 0.1 2,649 ( 0.5 ) 30 — Income tax (benefit) expense $ ( 119,289 ) 12.7 % $ ( 29,955 ) 6.3 % $ 18,120 31.8 % Deferred Tax Assets and Liabilities. The Company has recorded deferred tax assets related to federal and state income tax net operating loss (“NOL”) carryforwards of approximately $ 2.1 million and $ 8.6 million as of December 31, 2020 and 2019, respectively. The federal NOL, and a portion of the state NOLs, can be carried forward indefinitely, although certain jurisdictions, including federal and numerous states, limit NOL carryforwards to a percentage of current year taxable income. The Company also has recorded deferred tax assets related to federal and state research and development (“R&D”) tax credit carryforwards of $ 4.3 million and $ 2.6 million, net of uncertain tax positions, as of December 31, 2020 and 2019, respectively. The federal and state R&D tax credits generally may be carried forward 20 years and 5 years, respectively. 57 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) Significant components of the deferred tax assets and liabilities are as follows (in thousands): December 31, 2020 2019 Deferred income tax liabilities: Depreciation $ ( 4,887 ) $ ( 4,459 ) Indefinite lived intangibles ( 97,505 ) ( 197,505 ) Goodwill — ( 28,087 ) Right of use assets ( 4,031 ) ( 3,893 ) Other ( 2,019 ) ( 1,420 ) Total deferred tax liabilities $ ( 108,442 ) $ ( 235,364 ) Deferred income tax assets: Accrued compensation $ 7,600 $ 5,742 Definite lived intangibles 84,452 75,502 Goodwill 91,324 — Lease obligations 4,377 3,793 NOL and tax credit carryforwards 6,403 11,152 Other 6,839 6,179 Total deferred tax assets $ 200,995 $ 102,368 Less: Valuation allowance ( 123,285 ) — Net deferred tax liability $ ( 30,732 ) $ ( 132,996 ) The deferred tax assets and liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2020 and 2019 were as follows (in thousands): December 31, 2020 2019 Investments and other assets $ 68 $ — Deferred tax liability ( 30,800 ) ( 132,996 ) Net deferred tax liabilities $ ( 30,732 ) $ ( 132,996 ) On March 27, 2020, the CARES Act was enacted into law. The CARES Act is a tax and spending package intended to provide economic relief to address the impact of the COVID-19 pandemic. The CARES Act includes several significant business tax provisions that, among other things, would allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior tax years. As a result of the CARES Act, the Company estimates that it will be able to obtain a net tax refund of $ 9.9 million from the carryback of NOLs. The Company's net receivable is included in Other current assets on the Consolidated Balance Sheet. 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, 2020 2019 Balance as of January 1 $ 1,501 $ 595 Additions based on tax positions related to the current year 606 — Additions for tax positions of prior years 498 906 Income before income taxes $ 2,605 $ 1,501 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 58 Cars.com Inc. Notes to Consolidated Financial Statements (Continued) 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. Note 16. 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. The CODM makes resource allocation decisions to maximize the Company’s consolidated financial results. For the year ended December 31, 2020, the Company had one operating and reportable segment. For the years ended December 31, 2020, 2019 and 2018, 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. Note 17. Selected Quarterly Financial Data (Unaudited) Quarter Ended (In thousands, except per share amounts) March 31 June 30 September 30 December 31 2020 Revenue $ 148,094 $ 102,009 $ 144,392 $ 153,008 Cost of revenue and operations 26,030 22,912 25,434 27,160 Operating (loss) income ( 905,063 ) ( 17,224 ) 19,063 15,897 Net (loss) income ( 787,434 ) ( 24,644 ) ( 12,261 ) 7,219 (Loss) earnings per share, basic (1) ( 11.76 ) ( 0.37 ) ( 0.18 ) 0.11 (Loss) earnings per share, diluted (1) ( 11.76 ) ( 0.37 ) ( 0.18 ) 0.10 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 (1) ( 0.13 ) ( 0.09 ) ( 6.38 ) ( 0.06 ) Loss per share, diluted (1) ( 0.13 ) ( 0.09 ) ( 6.38 ) ( 0.06 ) (1) The total of the (Loss) earnings per share, basic and (Loss) earnings per share, diluted line items may not agree to the year ended December 31, 2020 and 2019 due to the rounding of quarterly amounts. 59 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.