TrueCar (TRUE) 10-Q 9 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 03, 2016
Document and Entity Information
Entity Registrant Name	TrueCar, Inc.
Entity Central Index Key	1,327,318
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		85,461,094

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 102,973	$ 112,371
Accounts receivable, net of allowances of $2,362 and $2,720 at September 30, 2016 and December 31, 2015, respectively (includes related party receivables of $318 and $328 at September 30, 2016 and December 31, 2015, respectively)	35,872	33,761
Prepaid expenses	7,205	6,048
Other current assets	1,417	779
Total current assets	147,467	152,959
Property and equipment, net	67,238	71,390
Goodwill	53,270	53,270
Intangible assets, net	20,740	23,815
Other assets	1,251	940
Total assets	289,966	302,374
Current liabilities
Accounts payable (includes related party payables of $2,414 and $7,490 at September 30, 2016 and December 31, 2015, respectively)	13,009	18,880
Accrued employee expenses	8,555	7,799
Accrued expenses and other current liabilities (includes related party accrued expenses of $655 and $318 at September 30, 2016 and December 31, 2015, respectively)	11,809	12,425
Total current liabilities	33,373	39,104
Deferred tax liabilities	2,850	2,413
Lease financing obligations, net of current portion	28,774	26,987
Other liabilities	2,574	1,178
Total liabilities	67,571	69,682
Commitments and contingencies (Note 6)
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at September 30, 2016 and December 31, 2015, respectively; no shares issued and outstanding at September 30, 2016 and December 31, 2015	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at September 30, 2016 and December 31, 2015; 85,289,658 and 83,016,735 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively	8	8
Additional paid-in capital	532,672	508,584
Accumulated deficit	(310,285)	(275,900)
Total stockholders’ equity	222,395	232,692
Total liabilities and stockholders’ equity	$ 289,966	$ 302,374

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivables- current	$ 2,362	$ 2,720
Related party accounts receivable- current	318	328
Related party accounts payable- current	2,141	7,490
Related party accrued expenses and other current liabilities	$ 655	$ 318
Preferred stock, par value ( in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, share issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per shares)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	85,289,658	83,016,735
Common stock, shares outstanding (in shares)	85,289,658	83,016,735

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenues	$ 75,139	$ 72,405	$ 203,426	$ 196,250
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented separately below)	6,320	5,952	18,910	17,670
Sales and marketing (includes related party expenses of $3,724 and $7,701 for the three months ended September 30, 2016 and 2015, and $10,384 and $17,872 for the nine months ended September 30, 2016 and 2015, respectively)	42,557	43,969	112,797	116,135
Technology and development	13,153	12,340	40,315	33,079
General and administrative	13,765	16,467	45,259	53,643
Depreciation and amortization	6,035	4,477	17,807	12,521
Total costs and operating expenses	81,830	83,205	235,088	233,048
Loss from operations	(6,691)	(10,800)	(31,662)	(36,798)
Interest income	91	27	286	71
Interest expense	(645)	(159)	(1,885)	(322)
Other income	0	0	0	14
Loss before provision for income taxes	(7,245)	(10,932)	(33,261)	(37,035)
Provision for income taxes	191	173	497	432
Net loss	$ (7,436)	$ (11,105)	$ (33,758)	$ (37,467)
Net loss per share attributable to common stockholders:
Net loss per share, basic and diluted (in dollars per share)	$ (0.09)	$ (0.13)	$ (0.40)	$ (0.46)
Weighted average common shares outstanding, basic and diluted (in shares)	84,822	82,417	84,075	81,637
Other comprehensive loss:
Comprehensive loss	$ (7,436)	$ (11,105)	$ (33,758)	$ (37,467)

Consolidated Statements of Com5

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Sales and marketing
Costs and expenses with related parties	$ 3,724	$ 7,701	$ 10,384	$ 17,872

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands	Total	Common stock	APIC	Accumulated Deficit
Beginning Balance at Dec. 31, 2015	$ 232,692	$ 8	$ 508,584	$ (275,900)
Balance (in shares) at Dec. 31, 2015	83,016,735	83,016,735
Increase (Decrease) in Stockholders' Equity
Net loss	$ (33,758)			(33,758)
Stock-based compensation	18,793		18,793
Issuance of warrants relating to marketing agreements	13		13
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	4,655		4,655
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		2,272,923
Ending Balance at Sep. 30, 2016	$ 222,395	$ 8	532,672	(310,285)
Balance (in shares) at Sep. 30, 2016	85,289,658	85,289,658
Increase (Decrease) in Stockholders' Equity
Cumulative-effect of accounting change adopted as of January 1, 2016	$ 0		$ 627	$ (627)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Statement of Cash Flows [Abstract]
Net loss	$ (33,758)	$ (37,467)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,711	12,474
Deferred income taxes	437	415
Bad debt expense and other reserves	817	605
Stock-based compensation	18,033	26,151
Common stock warrant expense	13	(788)
Non-cash interest expense on lease financing obligation	314	0
Write-off and loss on disposal of fixed assets	392	177
Changes in operating assets and liabilities:
Accounts receivable	(2,928)	(9,249)
Prepaid expenses	(1,181)	117
Other current assets	(638)	1,097
Other assets	(311)	(507)
Accounts payable	(5,134)	7,337
Accrued employee expenses	756	(8,387)
Accrued expenses and other liabilities	1,479	(1,694)
Other liabilities	1,396	7
Net cash used in operating activities	(2,602)	(9,712)
Cash flows from investing activities
Purchase of property and equipment	(12,872)	(19,626)
Net cash used in investing activities	(12,872)	(19,626)
Cash flows from financing activities
Repurchase of common stock option awards	(100)	0
Proceeds from exercise of common stock options	5,406	5,566
Taxes paid related to net share settlement of equity awards	(751)	(683)
Proceeds from financing obligation drawdown	1,521	622
Net cash provided by financing activities	6,076	5,505
Net decrease in cash and cash equivalents	(9,398)	(23,833)
Cash and cash equivalents at beginning of period	112,371	147,539
Cash and cash equivalents at end of period	102,973	123,706
Cash paid during the year for:
Recognition of leased facility asset acquired and lease financing obligation	0	23,349
Stock-based compensation capitalized for software development	760	1,064
Change in capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	$ (2,780)	$ 4,313

Organization and Nature of Busi

Organization and Nature of Business	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and nature of business	Organization and Nature of Business TrueCar, Inc. (“TrueCar”) is an Internet-based information, technology, and communication services company. Hereinafter, TrueCar, Inc. and its wholly owned subsidiaries TrueCar.com, Inc. and ALG, Inc. are collectively referred to as “TrueCar” or the “Company”; TrueCar.com, Inc. is referred to as “TrueCar.com” and ALG, Inc. is referred to as “ALG”. TrueCar was incorporated in the state of Delaware in February 2005 and began business operations in April 2005. Its principal corporate offices are located in Santa Monica, California. TrueCar is a digital automotive marketplace that (i) provides pricing transparency about what other people paid for their cars and enables consumers to engage with TrueCar Certified Dealers who are committed to providing a superior purchase experience; (ii) empowers Certified Dealers to attract these informed, in-market consumers in a cost-effective, accountable manner; and (iii) allows automobile manufacturers ("OEMs") to more effectively target their incentive spending at deep-in-market consumers during their purchase process. TrueCar has established an intelligent, data-driven online platform operating on a common technology infrastructure, powered by proprietary data and analytics. Consumers access TrueCar’s platform through the TrueCar.com website and TrueCar mobile applications or through the car-buying websites and mobile applications that TrueCar operates for its affinity group marketing partners (“Auto Buying Programs”). An affinity group is comprised of a network of members or employees that provides discounts to its members. ALG provides forecasts, consulting, and other services regarding determination of the residual value of an automobile at future given points in time, which are used to underwrite automotive loans and leases and by financial institutions to measure exposure and risk across loan, lease, and fleet portfolios. ALG also obtains automobile purchase data from a variety of sources and uses this data to provide consumers and dealers with highly accurate, geographically specific, real-time pricing information.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Summary of significant accounting policies	Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, some information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2015 and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 10, 2016. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, the fair value of assets and liabilities assumed in business combinations, fair value of the capitalized facility leases, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, lease exit liabilities, contingencies, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engaged valuation specialists to assist with management’s determination of the valuation of its capitalized facility leases, fair values of assets and liabilities assumed in business combinations, the fair value of reporting units in connection with annual goodwill impairment testing, and in periods prior to the Company’s initial public offering, valuation of common stock. Segments The Company has one operating segment. The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer and the Chief Financial Officer, who manage the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. The CODM review financial information on a consolidated basis, accompanied by information about transaction revenue and forecasts, consulting and other revenue (Note 11). All of the Company’s principal operations, decision-making functions and assets are located in the United States. Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions, including accounting for income tax, classification of awards as either equity or liabilities, forfeitures, statutory tax withholding requirements, and classification in the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted if it is applied from the beginning of the fiscal year of adoption. The Company adopted this guidance in the third quarter of 2016, which required retroactive application to the beginning of 2016. With this adoption, the Company recognized $18.0 million of accumulated excess tax benefits as deferred tax assets that under previous guidance could not be recognized until the benefits were realized through a reduction in cash taxes paid. However, given the full valuation allowance placed on the additional $18.0 million of deferred tax assets, the recognition upon adoption had no impact to our accumulated deficit as of January 1, 2016. Also with this adoption, the Company elected to account for forfeitures when they occur instead of estimating the expected forfeiture rate. Adoption of this provision during the third quarter resulted in a cumulative effect adjustment as of January 1, 2016 to increase accumulated deficit by $0.6 million . In February 2016, the FASB issued guidance amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new guidance will be effective for public entities for annual periods beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is evaluating the methods and impact of adopting this guidance on its consolidated financial statements. In May 2014, the FASB issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace all existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB deferred the effective date to January 1, 2018, with early adoption beginning January 1, 2017. In 2016, the FASB issued additional guidance to clarify the implementation guidance. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Fair value measurements	Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities or funds. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value because of the short maturity of these items. The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015 by level within the fair value hierarchy. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At September 30, 2016 At December 31, 2015 Level 1 Total Fair Level 1 Total Fair Cash equivalents $ 102,969 $ 102,969 $ 112,131 $ 112,131 Total Assets $ 102,969 $ 102,969 $ 112,131 $ 112,131

Property and Equipment, net

Property and Equipment, net	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Property and equipment, net	Property and Equipment, net Property and equipment consisted of the following at September 30, 2016 and December 31, 2015 (in thousands): September 30, December 31, Computer equipment, software, and internally developed software $ 63,584 $ 53,862 Furniture and fixtures 3,704 3,575 Leasehold improvements 4,804 4,410 Capitalized facility leases 39,302 39,154 111,394 101,001 Less: Accumulated depreciation (44,156 ) (29,611 ) Total property and equipment, net $ 67,238 $ 71,390 The Company is considered the owner, for accounting purposes only, of one of its Santa Monica, California leased office spaces and of its San Francisco, California leased office space (collectively, the “Premises”) as it had taken on certain risks of construction build cost overages above normal tenant improvement allowances. Accordingly, at September 30, 2016 and December 31, 2015 , the Company has capitalized $39.3 million and $39.2 million , respectively, related to the Premises, which represents the estimated fair value of the leased properties, additions for capitalized interest incurred during the construction periods, and capitalized costs related to improvements to the building. For the three and nine months ended September 30, 2015 , the Company capitalized approximately $0.5 million and $1.6 million of interest costs related to the Premises. There were no capitalized interest costs related to the Premises for the three and nine months ended September 30, 2016 . At September 30, 2016 and December 31, 2015 , the Company recorded accumulated amortization of $1.0 million and $0.2 million , respectively. Additionally, at September 30, 2016 and December 31, 2015 , the Company recognized a corresponding lease financing obligation of approximately $31.0 million and $28.9 million , respectively. Included in the table above are property and equipment of $2.3 million and $5.3 million at September 30, 2016 and December 31, 2015 , respectively, which are capitalizable, but had not yet been placed in service. The $2.3 million and $5.3 million balances at September 30, 2016 at December 31, 2015 , respectively, were comprised primarily of capitalized software not ready for its intended use. Total depreciation and amortization expense of property and equipment was $5.0 million and $3.4 million for the three months ended September 30, 2016 and 2015 , respectively. Total depreciation and amortization expense of property and equipment was $14.7 million and $9.4 million for the nine months ended September 30, 2016 and 2015 , respectively. Amortization of internal use capitalized software development costs was $3.9 million and $2.4 million for the three months ended September 30, 2016 and 2015 , respectively. Amortization of internal use capitalized software development costs was $11.3 million and $6.4 million for the nine months ended September 30, 2016 and 2015 , respectively.

Credit Facility

Credit Facility	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Credit facility	Credit Facility In February 2015, the Company entered into a third amended and restated loan and security agreement (“Third Amended Credit Facility”) with a financial institution for a $35.0 million secured revolving credit facility that expires on February 18, 2018. The Third Amended Credit Facility provides a $10.0 million subfacility for the issuance of letters of credit and contains an increase option permitting the Company, subject to the lender's consent, to increase the revolving credit facility by up to $15.0 million , to an aggregate maximum of $50 million . The Third Amended Credit Facility bears interest, at the Company’s option, at either (i) the prime rate published by The Wall Street Journal, plus a spread of -0.25% to 0.50% , or (ii) a LIBOR rate determined in accordance with the terms of the Third Amended Credit Facility, plus a spread of 1.75% to 2.50% . In each case, the spread is based on the Company’s adjusted quick ratio, which is a ratio of the Company’s cash and cash equivalents plus net billed accounts receivable to current liabilities plus all borrowings under the credit facility. Interest is due and payable quarterly in arrears for prime rate loans and on the earlier of the last day of each quarter or the end of an interest period, as defined in the Third Amended Credit Facility, for LIBOR rate loans. The Company is also obligated to pay an unused revolving line facility fee of 0.00% to 0.20% per annum based on the Company’s adjusted quick ratio. Third Amended Credit Facility requires the Company to maintain an adjusted quick ratio of at least 1.5 to 1 on the last day of each quarter. If this adjusted quick ratio is not maintained, then the facility requires the Company to maintain, as measured at each quarter end, a maximum consolidated leverage ratio of 3.00 or 2.50 to 1.00 , and a fixed charge coverage ratio of at least 1.25 to 1.00 . Consolidated leverage ratio is a ratio of all funded indebtedness, including all capital lease obligations, plus all letters of credit under the facility to the Company’s Adjusted EBITDA for the trailing twelve months. Fixed charge coverage ratio is the ratio of our Adjusted EBITDA less cash paid for income taxes to our cash paid for interest plus capital expenditures for the trailing twelve months. This credit facility also limits the Company’s ability to pay dividends. At September 30, 2016 , the Company was in compliance with all financial covenants. The Company’s future material domestic subsidiaries are required, upon the lender’s request, to become co-borrowers under the credit facility. The credit facility contains acceleration clauses that accelerate any borrowings in the event of default. The obligations of the Company and its future material domestic subsidiaries are collateralized by substantially all of their respective assets, subject to certain exceptions and limitations. At September 30, 2016 and December 31, 2015 , the Company had no outstanding amounts under the Third Amended Credit Facility. The amount available was $30.7 million , reduced for the letters of credit issued and outstanding under the subfacility of $4.3 million at September 30, 2016 .

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Commitments and Contingencies Austin Office Lease Commitment In May 2016, the Company entered into a new office lease for approximately 38,000 square feet near Austin, Texas. The lease is expected to commence in February 2017 and has a ten -year term. The Company has the option to extend the lease for two additional five -year periods. The cumulative base rent over the initial lease term is approximately $9.9 million . Lease Exit Costs In December 2015, the Company consolidated its Santa Monica, California office locations and recognized a liability for lease exit costs incurred based on the remaining lease rental due, reduced by estimated sublease rental income that could be reasonably obtained for the properties. In the second quarter of 2016, the Company updated its estimates of sublease rental income for the spaces exited in December 2015 and recorded an additional $2.7 million in lease exit costs. Due to a deterioration in the local commercial real estate market, the Company now expects both a longer period of time to sublease the spaces as well as lower rental rates than originally estimated in the fourth quarter of 2015. The costs are recorded in general and administrative expense in the consolidated statement of comprehensive loss for the nine months ended September 30, 2016 . The liability is recorded in accrued expenses and other current liabilities (current portion) and other liabilities (non-current portion) within the consolidated balance sheets. The following table presents a roll forward of the lease exit liability for the nine months ended September 30, 2016 : Lease Exit Costs Accrual at December 31, 2015 $ 1,988 Expense 2,684 Cash Payments (1,821 ) Accrual at September 30, 2016 $ 2,851 Legal Proceedings From time to time, the Company may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. The Company is not currently a party to any material legal proceedings, other than as described below. On March 9, 2015, the Company was named as a defendant in a lawsuit filed in the U.S. District Court in the Southern District of New York (the "NY Lanham Act Litigation"). The complaint in the NY Lanham Act Litigation, purportedly filed on behalf of numerous automotive dealers who are not participating on the TrueCar platform, alleges that the Company has violated the Lanham Act as well as various state laws prohibiting unfair competition and deceptive acts or practices related to the Company’s advertising and promotional activities. The complaint seeks injunctive relief in addition to over $250 million in damages as a result of the alleged diversion of customers from the plaintiffs’ dealerships to TrueCar Certified Dealers. On April 7, 2015, the Company filed an answer to the complaint. Thereafter, the plaintiffs amended their complaint, and on July 13, 2015, the Company filed a motion to dismiss the amended complaint. On January 6, 2016, the Court granted the Company’s motion to dismiss with respect to some, but not all, of the advertising and promotional activities challenged in the amended complaint. The litigation is currently in the discovery phase. The Company believes that the portions of the amended complaint that survived the Company’s motion to dismiss are without merit, and it intends to vigorously defend itself in this matter. We have not recorded an accrual related to this matter as of September 30, 2016 , as we do not believe a loss is probable or reasonably estimable. On May 20, 2015, the Company was named as a defendant in a lawsuit filed by the California New Car Dealers Association in the Superior Court for the County of Los Angeles (the "CNCDA Litigation"). The complaint in the CNCDA Litigation seeks declaratory and injunctive relief based on allegations that the Company is operating in the State of California as an unlicensed automobile dealer and autobroker. The complaint does not seek monetary relief. On July 20, 2015, the Company filed a "demurrer" to the complaint, which is a pleading that requests the court to dismiss the case. Thereafter, the plaintiffs amended their complaint, and on September 11, 2015, the Company filed a demurrer to the amended complaint. On December 7, 2015, the Court granted the Company’s demurrer in its entirety, but afforded the CNCDA the opportunity to file a second amended complaint. The CNCDA filed a second amended complaint on January 4, 2016. The second amended complaint reiterates the claims in the prior complaints and adds claims under theories based on the federal Lanham Act and California unfair competition law. On February 3, 2016, the Company filed a demurrer to the second amended complaint. On March 30, 2016, the Court granted in part and denied in part the Company’s demurrer to the second amended complaint, dismissing the Lanham Act claim but declining to dismiss the balance of the claims at the demurrer stage of the litigation. On May 31, 2016, based on certain intervening developments in state law, the Court announced that it would reconsider its March 30, 2016 order, and it invited the parties to file new briefs on the demurrer issues. On July 15, 2016, the Court heard oral argument on reconsideration of the demurrer issues. On July 25, 2016, the Court granted in part and denied in part the Company’s demurrer to the second amended complaint, just as it had done in its March 30, 2016 order. The litigation is currently in the discovery phase. The Company believes that the portions of the second amended complaint that survived the Court’s reconsideration of the Company’s demurrer are without merit, and it intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of September 30, 2016 , as the Company does not believe a loss is probable or reasonably estimable. On May 27, 2015, a purported securities class action complaint was filed in the U.S. District Court for the Central District of California (the “Federal Securities Litigation”) by Satyabrata Mahapatra naming the Company and two other individuals not affiliated with the Company as defendants. On June 15, 2015, the plaintiff filed a Notice of Errata and Correction purporting to name Scott Painter, the Company’s then Chief Executive Officer, and Michael Guthrie, the Company’s Chief Financial Officer, as individual defendants in lieu of the two individual defendants named in the complaint. On October 5, 2015, the plaintiffs amended their complaint. As amended, the complaint in the Federal Securities Litigation seeks an award of unspecified damages, interest and attorneys' fees based on allegations that the defendants made false and/or misleading statements, and failed to disclose material adverse facts about the Company’s business, operations, prospects and performance. Specifically, the amended complaint alleges that during the putative class period, the defendants made false and/or misleading statements and/or failed to disclose that: (i) the Company’s business practices violated unfair competition and deceptive trade practice laws (i.e., the issues raised in the NY Lanham Act Litigation); (ii) the Company acts as a dealer and broker in car sales transactions without proper licensing, in violation of various states’ laws that govern car sales (i.e., the issues raised in the CNCDA Litigation); and (iii) as a result of the above, the Company’s registration statements, prospectuses, quarterly and annual reports, financial statements, SEC filings, press releases, and other statements and documents were materially false and misleading at times relevant to the amended complaint and putative class period. The amended complaint asserts a putative class period stemming from May 16, 2014 to July 23, 2015. On October 19, 2015, the Company filed a motion to dismiss the amended complaint. On December 9, 2015, the Court granted the Company’s motion to dismiss and dismissed the case in its entirety. On January 8, 2016, the plaintiff filed a notice of appeal. On June 20, 2016, the plaintiff filed a motion for voluntary dismissal of the appeal. The motion was granted by the Court on June 27, 2016. As the case has been dismissed, no loss was deemed probable and no accrual related to this matter has been recorded. On December 23, 2015, the Company was named as a defendant in a putative class action lawsuit filed by Gordon Rose in the California Superior Court for the County of Los Angeles (the “California Consumer Class Action”). The complaint asserted claims for unjust enrichment, violation of the California Consumer Legal Remedies Act, and violation of the California Business and Professions Code, based principally on factual allegations similar to those asserted in the NY Lanham Act Litigation and the CNCDA Litigation. The complaint sought an award of unspecified damages, interest, disgorgement, injunctive relief, and attorneys’ fees. In the complaint, the plaintiff sought to represent a class of California consumers defined as “[a]ll California consumers who purchased an automobile by using TrueCar, Inc.’s price certificate during the applicable statute of limitations.” On January 12, 2016, the Court entered an order staying all proceedings in the case pending an initial status conference, which was previously scheduled for April 13, 2016. On March 16, 2016, the case was reassigned to a different judge. As a result of that reassignment, the initial status conference was rescheduled for and held on May 26, 2016. By stipulation, the stay of discovery has been continued until a second status conference, which was scheduled for October 12, 2016. On July 13, 2016, the plaintiff amended his complaint. The amended complaint continues to assert claims for unjust enrichment, violation of the California Consumer Legal Remedies Act, and violation of the California Business and Professions Code. The amended complaint retains the same proposed class definition as the initial complaint. Like the initial complaint, the amended complaint seeks an award of unspecified damages, interest, disgorgement, injunctive relief, and attorneys’ fees. On September 12, 2016, the Company filed a demurrer to the amended complaint. On October 12, 2016, the Court heard oral argument on the demurrer. On October 13, 2016, the Court granted in part and denied in part the Company’s demurrer to the amended complaint, dismissing the unjust enrichment claim but declining to dismiss the balance of the claims at the demurrer stage of the litigation. On October 17, 2016, the Court entered an order scheduling a further status conference for January 26, 2017. The Company believes that the amended complaint is without merit, and it intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of September 30, 2016 , as the Company does not believe a loss is probable or reasonably estimable. Employment Contracts The Company has entered into employment contracts with certain executives of the Company. Employment under these contracts is at-will employment. However, under the provisions of the contracts, the Company would incur severance obligations up to twelve months of the executive’s annual base salary for certain events such as involuntary terminations. In the fourth quarter of 2015, the Company incurred severance costs related to its former CEO and several executive-level employees who terminated their employment. In the second quarter of 2016, the Company incurred additional severance costs totaling $1.8 million related to an executive who terminated during the period, and several other employees whose terminations related to a reorganization of the Company's product and technology teams. The reorganization of the Company's product and technology teams was necessary to better align the Company's resources during its transition from multiple software platforms to a unified architecture. Of the total severance costs, the Company recorded $1.3 million in technology and development and $0.5 million in sales and marketing in the Company's consolidated statements of comprehensive loss during the second quarter. There was no additional severance liability recorded in the third quarter of 2016. The following table presents a roll forward of this severance liability for the nine months ended September 30, 2016 : Executive Severance and Reorganization Costs Accrual at December 31, 2015 2,803 Severance Costs 1,783 Cash Payments (3,727 ) Accrual at September 30, 2016 $ 859 Indemnifications In the ordinary course of business, the Company may provide indemnities of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss provisions. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. To date, there has not been a material claim paid by the Company, nor has the Company been sued in connection with these indemnification arrangements. At September 30, 2016 and December 31, 2015 , the Company has not accrued a liability for these guarantees, because the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable.

Stock-based Awards

Stock-based Awards	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock based awards	Stock-based Awards Stock Options A summary of the Company’s stock option activity for the nine months ended September 30, 2016 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 24,277,901 $ 8.12 5.62 Granted 4,589,003 9.50 Exercised (1,368,110 ) 3.95 Canceled/forfeited (1,946,322 ) 11.38 Outstanding at September 30, 2016 25,552,472 $ 8.34 5.81 At September 30, 2016 , total remaining stock-based compensation expense for unvested stock option awards was $36.4 million , which is expected to be recognized over a weighted-average period of 3.1 years . For the three months ended September 30, 2016 and 2015 , the Company recorded stock-based compensation expense for stock option awards of $3.5 million and $6.2 million , respectively. For the nine months ended September 30, 2016 and 2015 , the Company recorded stock-based compensation expense for stock option awards of $10.9 million , and $20.5 million , respectively. Restricted Stock Units Activity in connection with restricted stock units is as follows for the nine months ended September 30, 2016 : Number of Shares Weighted- Average Grant Date Fair Value Non-vested — December 31, 2015 3,747,340 $ 8.18 Granted 2,528,567 7.11 Vested (998,958 ) 8.08 Canceled/forfeited (699,154 ) 7.36 Non-vested — September 30, 2016 4,577,795 $ 7.74 At September 30, 2016 , total remaining stock-based compensation expense for non-vested restricted stock units is $31.9 million , which is expected to be recognized over a weighted-average period of 3.2 years . The Company recorded $2.8 million and $1.4 million in stock-based compensation expense for restricted stock units for the three months ended September 30, 2016 and 2015 , respectively. The Company recorded $7.1 million and $5.7 million in stock-based compensation expense for restricted stock units for the nine months ended September 30, 2016 and 2015 . Stock-based Compensation Cost The Company recorded stock-based compensation cost relating to stock options and restricted stock awards in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Three Months Ended Nine Months Ended September 30, 2016 2015 2016 2015 Cost of revenue $ 256 $ 217 $ 711 $ 581 Sales and marketing 1,655 1,131 4,154 3,739 Technology and development 1,200 889 3,025 3,042 General and administrative 3,130 5,294 10,143 18,789 Total stock-based compensation expense 6,241 7,531 18,033 26,151 Amount capitalized to internal software use 292 389 760 1,064 Total stock-based compensation cost $ 6,533 $ 7,920 $ 18,793 $ 27,215

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Income taxes	Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, tax amortization of goodwill and changes in the Company’s valuation allowance. The Company recorded $0.2 million income tax expense for the three months ended September 30, 2016 and 2015 . The Company recorded $0.5 million and $0.4 million in income tax expense for each of the nine months ended September 30, 2016 and 2015 , respectively. Tax Benefits Related to Stock-Based Compensation As described in Note 2, the Company early adopted the new share based compensation guidance in the three months ended September 30, 2016. The adoption of this guidance had no impact to the current income tax expense as the Company does not believe that it is more likely than not that the income tax benefits associated with the stock-based compensation will be realized and has therefore recorded a full valuation allowance against these tax benefits. The income tax benefits related to stock-based compensation were $0.5 million and $0.3 million for the three and nine months ended September 30, 2016, respectively; the income tax benefits were not recognized as a result of the full valuation allowance. There were no material changes to the Company’s unrecognized tax benefits in the three and nine months ended September 30, 2016 , and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. Due to the presence of net operating loss carryforwards, all income tax years remain open for examination by the Internal Revenue Service (“IRS") and various state taxing authorities.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Net loss per share	Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, 2016 2015 2016 2015 Net loss $ (7,436 ) $ (11,105 ) $ (33,758 ) $ (37,467 ) Weighted-average common shares outstanding 84,822 82,417 84,075 81,637 Net loss per share - basic and diluted $ (0.09 ) $ (0.13 ) $ (0.40 ) $ (0.46 ) The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share at September 30, 2016 and 2015 (in thousands): September 30, 2016 2015 Options to purchase common stock 25,552 25,527 Common stock warrants 1,605 2,486 Non-vested restricted stock unit awards 4,578 1,612 Total shares excluded from net loss per share 31,735 29,625

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
Related party transactions	Related Party Transactions Service Provider From October 2013 to October 2015, an executive officer of the Company was an officer of a firm that provided marketing services to the Company. For the three and nine months ended September 30, 2015, the Company recorded sales and marketing expense of $2.7 million and $6.8 million related to this marketing firm. Additionally, for the three and nine months ended September 30, 2015, the Company capitalized as property and equipment amounts paid to this marketing firm of $0.2 million and $0.8 million , respectively. Transactions with USAA USAA is the Company's largest stockholder and most significant affinity marketing partner. The Company has entered into arrangements with USAA to operate its Auto Buying Program. The Company has amounts due from USAA at September 30, 2016 and December 31, 2015 of $0.3 million . In addition, the Company has amounts due to USAA at September 30, 2016 and December 31, 2015 of $3.1 million and $7.8 million , respectively. The Company recorded sales and marketing expense of $3.7 million and $5.0 million for the three months ended September 30, 2016 and 2015 , respectively, related to service arrangements entered into with USAA. The Company recorded sales and marketing expenses of $10.4 million and $11.0 million for the nine months ended September 30, 2016 and 2015 , respectively, including non-cash expense associated with warrants to purchase shares of common stock.

Revenue Information

Revenue Information	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
Revenue information	Revenue Information The CODM reviews separate revenue information for its Transaction and Forecasts, Consulting and Other service offerings. All other financial information is reviewed by the CODM on a consolidated basis. The following table presents the Company’s revenue categories during the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, 2016 2015 2016 2015 Transaction revenue $ 70,306 $ 67,441 $ 189,556 $ 182,117 Forecasts, consulting and other revenue 4,833 4,964 13,870 14,133 Total revenues $ 75,139 $ 72,405 $ 203,426 $ 196,250

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, some information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2015 and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 10, 2016.
Use of estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, the fair value of assets and liabilities assumed in business combinations, fair value of the capitalized facility leases, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, lease exit liabilities, contingencies, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engaged valuation specialists to assist with management’s determination of the valuation of its capitalized facility leases, fair values of assets and liabilities assumed in business combinations, the fair value of reporting units in connection with annual goodwill impairment testing, and in periods prior to the Company’s initial public offering, valuation of common stock.
Segments	Segments The Company has one operating segment. The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer and the Chief Financial Officer, who manage the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. The CODM review financial information on a consolidated basis, accompanied by information about transaction revenue and forecasts, consulting and other revenue (Note 11). All of the Company’s principal operations, decision-making functions and assets are located in the United States.
Recent accounting pronouncements	Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions, including accounting for income tax, classification of awards as either equity or liabilities, forfeitures, statutory tax withholding requirements, and classification in the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted if it is applied from the beginning of the fiscal year of adoption. The Company adopted this guidance in the third quarter of 2016, which required retroactive application to the beginning of 2016. With this adoption, the Company recognized $18.0 million of accumulated excess tax benefits as deferred tax assets that under previous guidance could not be recognized until the benefits were realized through a reduction in cash taxes paid. However, given the full valuation allowance placed on the additional $18.0 million of deferred tax assets, the recognition upon adoption had no impact to our accumulated deficit as of January 1, 2016. Also with this adoption, the Company elected to account for forfeitures when they occur instead of estimating the expected forfeiture rate. Adoption of this provision during the third quarter resulted in a cumulative effect adjustment as of January 1, 2016 to increase accumulated deficit by $0.6 million . In February 2016, the FASB issued guidance amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new guidance will be effective for public entities for annual periods beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is evaluating the methods and impact of adopting this guidance on its consolidated financial statements. In May 2014, the FASB issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace all existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB deferred the effective date to January 1, 2018, with early adoption beginning January 1, 2017. In 2016, the FASB issued additional guidance to clarify the implementation guidance. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Summary of financial assets measured at fair value on a recurring basis	The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015 by level within the fair value hierarchy. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At September 30, 2016 At December 31, 2015 Level 1 Total Fair Level 1 Total Fair Cash equivalents $ 102,969 $ 102,969 $ 112,131 $ 112,131 Total Assets $ 102,969 $ 102,969 $ 112,131 $ 112,131

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at September 30, 2016 and December 31, 2015 (in thousands): September 30, December 31, Computer equipment, software, and internally developed software $ 63,584 $ 53,862 Furniture and fixtures 3,704 3,575 Leasehold improvements 4,804 4,410 Capitalized facility leases 39,302 39,154 111,394 101,001 Less: Accumulated depreciation (44,156 ) (29,611 ) Total property and equipment, net $ 67,238 $ 71,390

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Schedule of lease exit liability and executive severance costs	The following table presents a roll forward of the lease exit liability for the nine months ended September 30, 2016 : Lease Exit Costs Accrual at December 31, 2015 $ 1,988 Expense 2,684 Cash Payments (1,821 ) Accrual at September 30, 2016 $ 2,851 The following table presents a roll forward of this severance liability for the nine months ended September 30, 2016 : Executive Severance and Reorganization Costs Accrual at December 31, 2015 2,803 Severance Costs 1,783 Cash Payments (3,727 ) Accrual at September 30, 2016 $ 859

Stock-based Awards (Tables)

Stock-based Awards (Tables)	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of stock option activity	A summary of the Company’s stock option activity for the nine months ended September 30, 2016 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 24,277,901 $ 8.12 5.62 Granted 4,589,003 9.50 Exercised (1,368,110 ) 3.95 Canceled/forfeited (1,946,322 ) 11.38 Outstanding at September 30, 2016 25,552,472 $ 8.34 5.81
Schedule of activity in connection with restricted stock	Activity in connection with restricted stock units is as follows for the nine months ended September 30, 2016 : Number of Shares Weighted- Average Grant Date Fair Value Non-vested — December 31, 2015 3,747,340 $ 8.18 Granted 2,528,567 7.11 Vested (998,958 ) 8.08 Canceled/forfeited (699,154 ) 7.36 Non-vested — September 30, 2016 4,577,795 $ 7.74
Schedule of stock-based compensation cost relating to stock options and restricted stock awards	The Company recorded stock-based compensation cost relating to stock options and restricted stock awards in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Three Months Ended Nine Months Ended September 30, 2016 2015 2016 2015 Cost of revenue $ 256 $ 217 $ 711 $ 581 Sales and marketing 1,655 1,131 4,154 3,739 Technology and development 1,200 889 3,025 3,042 General and administrative 3,130 5,294 10,143 18,789 Total stock-based compensation expense 6,241 7,531 18,033 26,151 Amount capitalized to internal software use 292 389 760 1,064 Total stock-based compensation cost $ 6,533 $ 7,920 $ 18,793 $ 27,215

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Computation of basic and diluted net loss per share	The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, 2016 2015 2016 2015 Net loss $ (7,436 ) $ (11,105 ) $ (33,758 ) $ (37,467 ) Weighted-average common shares outstanding 84,822 82,417 84,075 81,637 Net loss per share - basic and diluted $ (0.09 ) $ (0.13 ) $ (0.40 ) $ (0.46 )
Anti-dilutive shares excluded from the calculation of diluted net loss per share	The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share at September 30, 2016 and 2015 (in thousands): September 30, 2016 2015 Options to purchase common stock 25,552 25,527 Common stock warrants 1,605 2,486 Non-vested restricted stock unit awards 4,578 1,612 Total shares excluded from net loss per share 31,735 29,625

Revenue Information (Tables)

Revenue Information (Tables)	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
Schedule of revenue categories	The following table presents the Company’s revenue categories during the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, 2016 2015 2016 2015 Transaction revenue $ 70,306 $ 67,441 $ 189,556 $ 182,117 Forecasts, consulting and other revenue 4,833 4,964 13,870 14,133 Total revenues $ 75,139 $ 72,405 $ 203,426 $ 196,250

Summary of Significant Accoun26

Summary of Significant Accounting Policies (Details 1 - Segments)	9 Months Ended
	Sep. 30, 2016segment
Accounting Policies [Abstract]
Number of operating segments	1

Summary of Significant Accoun27

Summary of Significant Accounting Policies (Details 2 - Recent Accounting Pronouncements) - USD ($) $ in Thousands	Sep. 30, 2016	Jan. 01, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative-effect of accounting change adopted as of January 1, 2016	$ 0
Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative-effect of accounting change adopted as of January 1, 2016	$ (627)
New Accounting Pronouncement, Early Adoption, Effect [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred tax assets attributable to excess tax benefits		$ 18,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Level 1
Fair Value Measurements
Cash equivalents	$ 102,969	$ 112,131
Total assets	102,969	112,131
Total fair value
Fair Value Measurements
Cash equivalents	102,969	112,131
Total assets	$ 102,969	$ 112,131

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Property and Equipment, net
Property and equipment, gross	$ 111,394,000		$ 111,394,000		$ 101,001,000
Less: Accumulated depreciation	(44,156,000)		(44,156,000)		(29,611,000)
Total property and equipment, net	67,238,000		67,238,000		71,390,000
Property and equipment capitalized but not placed in service	2,300,000		2,300,000		5,300,000
Total depreciation and amortization expense			17,711,000	$ 12,474,000
Property and Equipment
Property and Equipment, net
Total depreciation and amortization expense	5,000,000	$ 3,400,000	14,700,000	9,400,000
Computer equipment, software, and internally developed software
Property and Equipment, net
Property and equipment, gross	63,584,000		63,584,000		53,862,000
Furniture and fixtures
Property and Equipment, net
Property and equipment, gross	3,704,000		3,704,000		3,575,000
Leasehold Improvements
Property and Equipment, net
Property and equipment, gross	4,804,000		4,804,000		4,410,000
Capitalized facility leases
Property and Equipment, net
Property and equipment, gross	39,302,000		39,302,000		39,154,000
Less: Accumulated depreciation	(1,000,000)		(1,000,000)		(200,000)
Interest costs related to premises	0	500,000	0	1,600,000
Lease financing obligation	31,000,000		31,000,000		$ 28,900,000
Internally developed software
Property and Equipment, net
Amortization	$ 3,900,000	$ 2,400,000	$ 11,300,000	$ 6,400,000

Credit Facility (Details)

Credit Facility (Details)	1 Months Ended
	Feb. 28, 2015	Sep. 30, 2016USD ($)	Dec. 31, 2015USD ($)	Feb. 18, 2015USD ($)
Credit facility
Amount outstanding		$ 0	$ 0
Remaining borrowing capacity		30,700,000
Letters of credit outstanding, amount		$ 4,300,000
Revolving line of credit
Credit facility
Maximum borrowing capacity				$ 35,000,000
Increase in maximum borrowing capacity, subject to lender's consent				15,000,000
Maximum borrowing capacity, subject to lender's consent				50,000,000
Quick ratio minimum	1.5
Maximum consolidated leverage ratio, upper end of range	3
Maximum consolidated leverage ratio, lower end of range	2.50
Minimum fixed charge coverage ratio	1.25
Revolving line of credit | Minimum
Credit facility
Unused facility fee (as a percent)	0.00%
Revolving line of credit | Maximum
Credit facility
Unused facility fee (as a percent)	0.20%
Revolving line of credit | Prime rate | Minimum
Credit facility
Variable rate basis spread (as a percent)	(0.25%)
Revolving line of credit | Prime rate | Maximum
Credit facility
Variable rate basis spread (as a percent)	0.50%
Revolving line of credit | LIBOR | Minimum
Credit facility
Variable rate basis spread (as a percent)	1.75%
Revolving line of credit | LIBOR | Maximum
Credit facility
Variable rate basis spread (as a percent)	2.50%
Letters of credit
Credit facility
Maximum borrowing capacity				$ 10,000,000

Commitments and Contingencies L

Commitments and Contingencies Lease Exit Liability (Details) - Facility Closing $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 1,988
Lease expense	2,684
Cash Payments	(1,821)
Ending balance	$ 2,851

Commitments and Contingencies -

Commitments and Contingencies - Employee Contracts and Severance Costs (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Employee Severance [Roll Forward]
Beginning balance		$ 2,803,000
Severance Costs	$ 0	1,783,000
Cash Payments		(3,727,000)
Ending balance	$ 859,000	$ 859,000
Employment contracts
Restructuring Cost and Reserve [Line Items]
Maximum term of executive's annual base salary to determine severance obligations		12 months
Technology and development
Employee Severance [Roll Forward]
Severance Costs		$ 1,300,000
Sales and marketing
Employee Severance [Roll Forward]
Severance Costs		$ 500,000

Commitments and Contingencies33

Commitments and Contingencies (Details 2 - Leases) ft² in Thousands, $ in Thousands	1 Months Ended	9 Months Ended
	May 31, 2016USD ($)ft²Period	Sep. 30, 2016USD ($)
Facility Closing
Loss Contingencies [Line Items]
Lease expense		$ 2,684
Office Building
Loss Contingencies [Line Items]
Area of office building leased (in square feet) | ft²	38
Term of lease	10 years
Number of lease extensions available | Period	2
Period of time for lease extensions	5 years
Expected cumulative base rent	$ 9,900

Commitments and Contingencies34

Commitments and Contingencies (Details 3 - Legal) $ in Millions	1 Months Ended
	Mar. 31, 2015USD ($)
Lawsuit alleging violations of lanham act and other state laws | Minimum
Loss Contingencies [Line Items]
Damages sought	$ 250

Stock-based Awards (Details - O

Stock-based Awards (Details - Options) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Additional disclosure
Stock-based compensation expense	$ 6,241	$ 7,531	$ 18,033	$ 26,151
Options
Number of Options
Outstanding at the beginning of period (in shares)			24,277,901
Granted (in shares)			4,589,003
Exercised (in shares)			(1,368,110)
Canceled/forfeited (in shares)			(1,946,322)
Outstanding at the end of the period (in shares)	25,552,472		25,552,472		24,277,901
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)			$ 8.12
Granted (in dollars per share)			9.50
Exercised (in dollars per share)			3.95
Canceled/forfeited (in dollars per share)			11.38
Outstanding at the end of the period (in dollars per share)	$ 8.34		$ 8.34		$ 8.12
Additional disclosure
Weighted average remaining contractual life (in years)			5 years 9 months 22 days		5 years 7 months 13 days
Remaining stock-based compensation expense for unvested awards	$ 36,400		$ 36,400
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized			3 years 29 days
Stock-based compensation expense	$ 3,500	$ 6,200	$ 10,900	$ 20,500

Stock-based Awards (Details 2 -

Stock-based Awards (Details 2 - RSUs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Stock-based Awards
Stock based compensation expense	$ 6,241	$ 7,531	$ 18,033	$ 26,151
Non-vested restricted stock unit awards
Stock-based Awards
Remaining stock based compensation expense for non vested restricted stock units	31,900		$ 31,900
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized			3 years 1 month 28 days
Stock based compensation expense	$ 2,800	$ 1,400	$ 7,100	$ 5,700
Number of Shares
Non-vested at the beginning of period (in shares)			3,747,340
Granted (in shares)			2,528,567
Vested (in shares)			(998,958)
Canceled/forfeited (in shares)			(699,154)
Non-vested at the end of the period (in per share)	4,577,795		4,577,795
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)			$ 8.18
Granted (in dollars per share)			7.11
Vested (in dollars per share)			8.08
Canceled/forfeited (in dollars per share)			7.36
Non-vested at the end of the period (in dollars per share)	$ 7.74		$ 7.74

Stock-based Awards (Details 3 -

Stock-based Awards (Details 3 - Stock comp by FSLI) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Stock-based Compensation Cost
Stock-based compensation expense	$ 6,241	$ 7,531	$ 18,033	$ 26,151
Amount capitalized to internal software use	292	389	760	1,064
Total stock-based compensation cost	6,533	7,920	18,793	27,215
Cost of revenue
Stock-based Compensation Cost
Stock-based compensation expense	256	217	711	581
Sales and marketing
Stock-based Compensation Cost
Stock-based compensation expense	1,655	1,131	4,154	3,739
Technology and development
Stock-based Compensation Cost
Stock-based compensation expense	1,200	889	3,025	3,042
General and administrative
Stock-based Compensation Cost
Stock-based compensation expense	$ 3,130	$ 5,294	$ 10,143	$ 18,789

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Income tax expense	$ 191	$ 173	$ 497	$ 432
Income tax benefit related to stock-based compensation, not recognized	$ 500		$ 300

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share [Abstract]
Net loss	$ (7,436)	$ (11,105)	$ (33,758)	$ (37,467)
Weighted average common shares outstanding (in shares)	84,822	82,417	84,075	81,637
Net loss per share, basic and diluted (in dollars per share)	$ (0.09)	$ (0.13)	$ (0.40)	$ (0.46)

Net Loss Per Shares (Details 2)

Net Loss Per Shares (Details 2) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	31,735	29,625
Options to purchase common stock
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	25,552	25,527
Common stock warrants
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	1,605	2,486
Non-vested restricted stock unit awards
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	4,578	1,612

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Related Party Transactions
Receivable from related party	$ 318		$ 318		$ 328
Marketing firm with related officer
Related Party Transactions
Property, Plant and Equipment, Additions		$ 200		$ 800
Marketing firm with related officer | Sales and marketing
Related Party Transactions
Costs under related party agreements		2,700		6,800
USAA
Related Party Transactions
Receivable from related party	300		300		300
Due to Related Parties	3,100		3,100		$ 7,800
USAA | Sales and marketing
Related Party Transactions
Costs under related party agreements	$ 3,700	$ 5,000	$ 10,400	$ 11,000

Revenue Information (Details)

Revenue Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue Information
Revenue	$ 75,139	$ 72,405	$ 203,426	$ 196,250
Transaction revenue
Revenue Information
Revenue	70,306	67,441	189,556	182,117
Forecasts, consulting and other revenue
Revenue Information
Revenue	$ 4,833	$ 4,964	$ 13,870	$ 14,133