TrueCar (TRUE) 10-K 1 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Feb. 23, 2017	Jun. 30, 2016
Document and Entity Information
Entity Registrant Name	TrueCar, Inc.
Entity Central Index Key	1,327,318
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-K
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus (Q1,Q2,Q3,FY)	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		86,670,243
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 366,724,525

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 107,721	$ 112,371
Accounts receivable, net of allowances of $2,600 and $2,720 at December 31, 2016 and 2015, respectively (includes related party receivables of $393 and $328 at December 31, 2016 and 2015, respectively)	36,867	33,761
Prepaid expenses	6,044	6,048
Other current assets	2,278	779
Total current assets	152,910	152,959
Property and equipment, net	66,941	71,390
Goodwill	53,270	53,270
Intangible assets, net	19,774	23,815
Other assets	1,553	940
Total assets	294,448	302,374
Current liabilities
Accounts payable (includes related party payables of $2,925 and $7,490 at December 31, 2016 and 2015, respectively)	13,827	18,880
Accrued employee expenses	8,951	7,799
Accrued expenses and other current liabilities (includes related party accrued expenses of $992 and $318 at December 31, 2016 and 2015, respectively)	12,583	12,425
Total current liabilities	35,361	39,104
Deferred tax liabilities	2,994	2,413
Lease financing obligation, net of current portion	28,833	26,987
Other liabilities	2,679	1,178
Total liabilities	69,867	69,682
Commitments and contingencies
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at December 31, 2016 and 2015, respectively; no shares issued and outstanding at December 31, 2016 and 2015	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at December 31, 2016 and 2015, respectively; 86,159,527 and 83,016,735 shares issued and outstanding at December 31, 2016 and 2015, respectively	9	8
Additional paid-in capital	542,807	508,584
Accumulated deficit	(318,235)	(275,900)
Total stockholders’ equity	224,581	232,692
Total liabilities and stockholders’ equity	$ 294,448	$ 302,374

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 2,600	$ 2,720
Related party receivables	$ 393	$ 328
Preferred stock, par value (in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	86,159,527	83,016,735
Common stock, shares outstanding	86,159,527	83,016,735

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Revenues	$ 277,507	$ 259,838	$ 206,649
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented separately below; includes related party expenses of $0, $0, and $405 for 2016, 2015, and 2014, respectively)	25,167	23,657	17,513
Sales and marketing (includes related party expenses of $13,910, $20,852, and $19,443, for the years ended December 31, 2016, 2015, and 2014, respectively)	154,406	151,002	128,569
Technology and development	53,580	48,021	36,563
General and administrative	59,908	83,494	58,296
Depreciation and amortization	23,345	17,646	13,213
Total costs and operating expenses	316,406	323,820	254,154
Loss from operations	(38,899)	(63,982)	(47,505)
Interest income	376	107	59
Interest expense	(2,530)	(443)	(380)
Other income	0	13	37
Loss before provision for income taxes	(41,053)	(64,305)	(47,789)
Provision for income taxes	655	606	640
Net loss	$ (41,708)	$ (64,911)	$ (48,429)
Net loss per share, basic and diluted (in dollars per share)	$ (0.49)	$ (0.79)	$ (0.68)
Weighted average common shares outstanding, basic and diluted	84,483	81,914	70,837
Other comprehensive loss:
Comprehensive loss	$ (41,708)	$ (64,911)	$ (48,429)

Consolidated Statements of Com5

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cost of Revenue
Cost and expenses with related parties	$ 0	$ 0	$ 405
Sales and Marketing
Cost and expenses with related parties	$ 13,910	$ 20,852	$ 19,443

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	APIC	Notes Receivable from Related Parties	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2013		59,955,343
Beginning balance at Dec. 31, 2013	$ 112,180	$ 6	$ 275,803	$ (1,069)	$ (162,560)
Increase (Decrease) in Stockholders' Equity
Net loss	(48,429)				(48,429)
Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs (in shares)		8,941,250
Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs	69,151	$ 1	69,150
Conversion of Series A convertible preferred stock in connection with initial public offering (in shares)		2,857,143
Conversion of Series A convertible preferred stock in connection with initial public offering	29,224		29,224
Issuance of common stock in follow-on offering, net of underwriting discounts and offering costs (in shares)		1,960,390
Issuance of common stock in follow-on offering, net of underwriting discounts and offering costs	30,762		30,762
Stock-based compensation	30,582		30,582
Issuance of warrants relating to marketing agreements	9,861		9,861
Net exercise of warrants to purchase common stock (in shares)		3,357,867
Net exercise of warrants to purchase common stock	9,461	$ 1	9,460
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		2,739,776
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	5,313		5,313
Recovery of short swing profits	14		14
Imputed interest on notes receivable	10		10
Interest income on notes receivable	(3)			(3)
Repayment of notes receivable	1,072			1,072
Ending balance at Dec. 31, 2014	249,198	$ 8	460,179	0	(210,989)
Ending balance (in shares) at Dec. 31, 2014		79,811,769
Increase (Decrease) in Stockholders' Equity
Net loss	(64,911)				(64,911)
Stock-based compensation	43,888		43,888
Repurchase of common stock awards	(100)		(100)
Issuance of warrants relating to marketing agreements	(803)		(803)
Net exercise of warrants to purchase common stock (in shares)		959,676
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		2,245,290
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	5,420		5,420
Ending balance at Dec. 31, 2015	$ 232,692	$ 8	508,584	0	(275,900)
Ending balance (in shares) at Dec. 31, 2015	83,016,735	83,016,735
Increase (Decrease) in Stockholders' Equity
Cumulative-effect of accounting change adopted as of January 1, 2016			627		(627)
Net loss	$ (41,708)				(41,708)
Stock-based compensation	25,751		25,751
Issuance of warrants relating to marketing agreements	46		46
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		3,142,792
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	7,800	$ 1	7,799
Ending balance at Dec. 31, 2016	$ 224,581	$ 9	$ 542,807	$ 0	$ (318,235)
Ending balance (in shares) at Dec. 31, 2016	86,159,527	86,159,527

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net loss	$ (41,708)	$ (64,911)	$ (48,429)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	23,169	17,267	12,979
Deferred income taxes	581	581	577
Bad debt expense and other reserves	1,285	925	300
Stock-based compensation	24,739	42,563	29,333
Common stock warrant expense (benefit)	46	(803)	9,861
Non-cash interest expense on lease financing obligation	396	0	0
Imputed interest on notes receivable	0	0	(3)
Interest income on notes receivable	0	0	(4)
Accretion of beneficial conversion feature on convertible notes payable and discount on revolving line of credit	0	0	236
Write-off and loss on disposal of fixed assets	474	1,631	233
Changes in operating assets and liabilities:
Accounts receivable	(4,391)	(5,938)	(10,372)
Prepaid expenses	4	(855)	(1,643)
Other current assets	(846)	1,087	(1,316)
Other assets	(613)	(458)	(26)
Accounts payable	(4,552)	5,312	3,399
Accrued employee expenses	1,152	(6,510)	3,883
Accrued expenses and other liabilities	1,531	(1,781)	4,253
Other liabilities	1,501	521	(157)
Net cash provided by (used in) operating activities	2,768	(11,369)	3,104
Cash flows from investing activities
Change in restricted cash	0	0	2,000
Purchase of property and equipment	(16,639)	(29,836)	(15,531)
Purchase of intangible assets	0	0	(365)
Notes receivable from related parties	0	0	(60)
Repayment of notes receivable from related parties	0	0	4,133
Net cash used in investing activities	(16,639)	(29,836)	(9,823)
Cash flows from financing activities
Proceeds from initial public offering, net of underwriting discounts and offering costs	0	0	69,702
Proceeds from follow-on public offering, net of underwriting discounts and offering costs	0	0	30,950
Proceeds from short swing profits	0	0	14
Proceeds from borrowings under credit agreement	0	0	5,000
Repayments under credit agreement	0	0	(10,000)
Repurchase of common stock option awards	(100)	0	0
Proceeds from exercise of common stock options	9,112	6,328	5,851
Taxes paid related to net share settlement of equity awards	(1,312)	(908)	(539)
Proceeds from exercise of warrants	0	0	9,461
Proceeds from financing obligation drawdown	1,521	622	0
Payments for lease financing obligation	0	(5)	0
Net cash provided by financing activities	9,221	6,037	110,439
Net (decrease) increase in cash and cash equivalents	(4,650)	(35,168)	103,720
Cash and cash equivalents at beginning of period	112,371	147,539	43,819
Cash and cash equivalents at end of period	107,721	112,371	147,539
Cash paid during the year for:
Interest	2,133	617	139
Income taxes	82	48	20
Supplemental disclosures of non-cash activities
Conversion of Series A convertible preferred stock in connection with initial public offering	0	0	29,224
Initial public offering costs paid in the prior year	0	0	551
Stock-based compensation capitalized for software development	1,012	1,325	1,249
Recognition of leased facility asset and lease financing obligation	0	23,683	6,591
Accrued offering costs included in accounts payable and accrued expenses	0	0	(188)
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	$ 1,078	$ 1,635	$ 795

Organization and Nature of Busi

Organization and Nature of Business	12 Months Ended
	Dec. 31, 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 a diverse software ecosystem 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	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of TrueCar and its wholly owned subsidiaries. Business acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. The Company’s purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany balances and transactions have been eliminated in consolidation. 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 lease, 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 lease, 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 reviews financial information on a consolidated basis, accompanied by information about transaction revenue and forecasts, consulting and other revenue (Note 13). All of the Company’s principal operations, decision-making functions and assets are located in the United States. 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. Fair Value Methods Fair value is based on quoted market prices, if available. If listed prices or quotes are not available, fair value is based on internally developed models that primarily use market-based or independently sourced market parameters as inputs. For assets and liabilities measured at fair value, the following section describes the valuation methodologies, key inputs and significant assumptions. Cash equivalents, consisting primarily of money market instruments and debt securities represent highly liquid investments with maturities of three months or less at purchase. Generally, market prices are used to determine the fair value of money market instruments and debt securities. The carrying amounts of cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these items. The fair value of the Company’s revolving line of credit approximates carrying value based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements. Certain assets, including long-lived assets, goodwill and intangible assets are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. For the years ended December 31, 2016 , 2015 , and 2014 , no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. The following table summarizes the Company's assets at fair value on a recurring basis at December 31, 2016 and 2015 by level within the fair value hierarchy. There were no liabilities measure at fair value on a recurring basis at December 31, 2016 and 2015. These assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At December 31, 2016 At December 31, 2015 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 107,721 $ — $ — $ 107,721 $ 112,131 $ — $ — $ 112,131 Total Assets $ 107,721 $ — $ — $ 107,721 $ 112,131 $ — $ — $ 112,131 Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and accounts receivable. The Company, at times, maintains cash balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. The Company places its cash and cash equivalents with high credit quality financial institutions. Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts based on these evaluations. No single customer comprised more than 10% of the Company’s total revenues for the years ended December 31, 2016 , 2015 and 2014 . At December 31, 2016 , one customer accounted for approximately 13% of the accounts receivable balance. No single customer comprised more than 10% of the Company’s accounts receivable balance at December 31, 2015. The Company’s single largest source of unique visitors and unit sales from affinity group marketing partners comes from its relationship with United Services Automobile Association (“USAA”), a related party (Note 12). Changes in the Company’s relationship with USAA and its promotion and marketing of the Company’s Auto Buying Programs may have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents. At December 31, 2016 and 2015 , cash and cash equivalents were comprised of cash held in money market funds and checking accounts. Accounts Receivable, Allowance for Doubtful Accounts, and Sales Allowances The Company extends credit in the normal course of business to its customers and performs credit evaluations on a case-by-case basis. The Company does not obtain collateral or other security related to its accounts receivable. Accounts receivable are recorded based on the amount due from the customer and do not bear interest. The Company reduces accounts receivable by sales allowances and allowance for doubtful accounts. The Company establishes sales allowances at the time of revenue recognition based on its history of adjustments and credits provided to its network of dealers. Sales allowances relate primarily to credits issued where a dealer claims that an introduction was previously identified by the dealer from a source other than the Company. While contractually obligated to pay the invoice, the Company may issue a credit against the invoice to maintain overall dealer relations. In assessing the adequacy of the sales allowance, the Company evaluates its history of adjustments and credits made through the date of the issuance of the financial statements. Estimated sales adjustments and credits and ultimate losses may vary from actual results which could be material to the financial statements; however, to date, actual sales allowances have been materially consistent with the Company’s estimates. The Company determines its allowance for doubtful accounts based on its historical write-off experience and when specific circumstances make it likely that recovery will not occur. The Company reviews the allowance for doubtful accounts each reporting period and assesses the aging of account balances, with an emphasis on those that are past due over ninety days. Account balances are charged off against the allowance when the Company determines that it is probable the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers. The following table summarizes the changes in the allowance for doubtful accounts and sales allowances (in thousands): Year Ended December 31, 2016 2015 2014 Allowances, at beginning of period $ 2,720 $ 2,069 $ 2,184 Charged as a reduction of revenue 7,042 6,716 4,797 Charged to bad debt expense in general and administrative expenses 1,285 925 373 Write-offs, net of recoveries (8,447 ) (6,990 ) (5,285 ) Allowances, at end of period $ 2,600 $ 2,720 $ 2,069 Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer hardware and software, five years for furniture and equipment, and over the shorter of lease term or useful life of the assets for leasehold improvements. Buildings are depreciated over a useful life of forty years. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations. Build-to-Suit Leases The Company establishes assets and liabilities for the fair value of the building and estimated construction costs incurred under lease arrangements when it is considered the owner (for accounting purposes only), or build-to-suit leases, to the extent it is involved in the construction of structural improvements or takes on construction risk. Upon completion of construction of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance, and if so, the leased facility and lease financing obligation are removed from the balance sheet. If the Company does not qualify for sale-leaseback accounting, then the facilities are accounted for as financing leases. Software and Website Development Costs The Company accounts for the costs of computer software obtained or developed for internal use in accordance with FASB ASC 350, Intangibles — Goodwill and Other . Computer software development costs and website development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include certain employee related expenses, including salaries, bonuses, benefits and stock-based compensation expenses; costs of computer hardware and software; and costs incurred in developing features and functionality. These capitalized costs are included in property and equipment on the consolidated balance sheets. The Company expenses costs incurred in the preliminary project and post implementation stages of software development and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing internal use software applications. Software costs are amortized using the straight-line method over an estimated useful life of three years commencing when the software project is ready for its intended use. Costs incurred related to less significant modifications and enhancements as well as maintenance are expensed as incurred. At December 31, 2016 and 2015 , capitalized software costs were $55.7 million and $43.9 million , respectively, before accumulated amortization of $35.3 million and $20.6 million , respectively. During the years ended December 31, 2016 and 2015, the Company wrote off capitalized software costs of $0.3 million and $1.2 million , respectively, relating to the Company's decision to abandon additional development activities relating to specific software projects. As these capitalized assets had never been placed in service, the write-off was recorded in technology and development expense and there was no accumulated amortization and no acceleration of amortization. During 2016, the Company recorded accelerated amortization of $2.1 million related to software assets that were determined to have shortened useful lives due to upgrades to the Company's technology infrastructure. During 2014, the Company wrote off capitalized software costs that were previously placed in service and no longer in use of $0.3 million and accumulated amortization of $0.1 million , which resulted in acceleration of amortization of $0.2 million . Expected amortization expense with respect to capitalized software costs at December 31, 2016 for each of the three years through December 31, 2019 is as follows (in thousands): Years ended December 31, 2017 $ 12,438 2018 5,931 2019 2,024 2020 23 Total amortization expense $ 20,416 Intangible Assets Acquired in Business Combinations The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination, and allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on its best estimate of fair value. Acquired intangible assets include: trade names, customer relationships, and developed technology. The Company determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for trade names, customer relationships, and technology are generally, one to fifteen years, five to ten years, and three to ten years, respectively. Long-Lived Assets The Company evaluates the recoverability of its long-lived assets with finite useful lives for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based upon estimated discounted future cash flows. During the years ended December 31, 2016 , 2015 and 2014 , there were no impairment charges recorded on the Company’s long-lived assets. Goodwill Goodwill represents the excess of the aggregate purchase price paid over the fair value of the identifiable assets and liabilities acquired in the Company’s business combinations. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of use of the acquired assets or the Company’s overall business strategy, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or perform the first step on an impairment test. The first step involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then the second step is to compare the carrying amount of the goodwill to its implied fair value. The estimate of implied fair value of goodwill may require valuations of certain internally generated and unrecognized intangible assets. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The Company tests for goodwill impairment annually at December 31. During the years ended December 31, 2016 , 2015 and 2014 , there were no impairment charges recorded on goodwill. In 2016, the Company qualitatively assessed whether it was more likely than not that the respective fair values of its reporting units are less than their carrying amounts, including goodwill. Based on the assessment of the qualitative factors, the Company determined that it was more likely than not that the fair value of the reporting units were greater than their carrying amounts. As such, performing the first step of the two-step impairment test was unnecessary. In 2015, the Company conducted a quantitative goodwill assessment of its reporting units. The fair value of the reporting units exceeded their respective carrying values and accordingly, the Company concluded there was no impairment of its goodwill. Revenue Recognition The Company recognizes revenue, net of sales allowances, when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured. Deferred revenue is recognized on the accompanying consolidated balance sheets when payments are received in advance of the Company meeting all of the revenue recognition criteria described above. The Company recorded deferred revenue (included in other accrued expenses) of $0.5 million at December 31, 2016 and 2015 . Transaction Revenues Auto Buying Program Revenues Revenues consist of fees paid by dealers participating in the Company’s dealer network with which the Company has an agreement (“TrueCar Certified Dealers” or “Dealers”). TrueCar Certified Dealers pay the Company fees either on a per-vehicle basis for sales to Auto Buying Program users or in the form of a subscription arrangement. The Company recognizes revenue for fee arrangements based on a per-vehicle basis when the vehicle sale has occurred between the Auto Buying Program user and the Dealer. Under the contractual terms and conditions of arrangements with its network of participating TrueCar Certified Dealers, the dealer is required to pay the Company upon the sale of a vehicle to an Auto Buying Program user that has been provided to the dealer by the Company. Recognition of revenue from the sale is not contingent upon verification or acceptance of the transaction by the dealer. Upon a user deciding to proceed with the user’s vehicle purchase through the Company, the user provides his or her name, address, e-mail, and a phone number during the process of obtaining a Guaranteed Savings Certificate, which gives the Company the identity and source of a TrueCar introduction provided to a specific dealer prior to an actual sale occurring. After a sale occurs, the Company receives information regarding the sale, including the identity of the purchaser, via the Dealer Management System used by the dealer that made the sale. The Company also receives information regarding vehicle sales from a variety of data sources, including third party car sales aggregators, car dealer networks, and other publicly available sources (collectively, “sales data”) and uses this sales data to further verify that a sale has occurred between an Auto Buying Program user and a TrueCar Certified Dealer, as well as a means to invoice the Dealer shortly after the completion of the sales transaction. Actual vehicle sales data is reported on a daily basis shortly following the date of sale. The Company also recognizes revenue from dealers under subscription agreements. Subscription fee arrangements are short-term in nature with terms ranging from one to six months and are cancellable by the dealer or the Company at any time. Subscription arrangements fall into three types: flat rate subscriptions, subscriptions subject to downward adjustment based on a minimum number of vehicle sales (“guaranteed sales”), and subscriptions based on introduction volume, including those subject to downward adjustment based on a minimum number of introductions (“guaranteed introductions”). Under flat rate subscription arrangements, fees are charged at a monthly flat rate regardless of the number of sales made to users of the Company’s platform by the dealer. For flat rate subscription arrangements, the Company recognizes the fees as revenue over the subscription period on a straight line basis which corresponds to the period that the Company is providing the dealer access to the Auto Buying Program. Under guaranteed sales subscription arrangements, fees are charged based on the number of guaranteed sales multiplied by a fixed amount per vehicle. To the extent that the actual number of vehicles sold by the dealers to users of the Company’s platform is less than the number of guaranteed sales, the Company provides a credit to the dealer. To the extent that the actual number of vehicles sold exceeds the number of guaranteed sales, the Company is not entitled to any additional fees. Certain of our subscription arrangements are charged based on volume of introductions provided while other introduction based subscription arrangements operate under a guaranteed introduction model. Under guaranteed introductions subscription arrangements, fees are charged based on a periodically-updated formula that considers, among other things, the introductions anticipated to be provided to the dealer. To the extent that the number of actual introductions is less than the number of guaranteed introductions, the Company provides a credit to the dealer. To the extent that the actual number of introductions provided exceeds the number guaranteed, the Company is not entitled to any additional fees. For guaranteed sales and guaranteed introductions subscription arrangements, the Company recognizes revenue based on the lesser of (i) the actual number of sales generated or introductions delivered through the Auto Buying Program during the subscription period multiplied by the contracted price-per-sale/introduction or (ii) the guaranteed number of sales or introductions multiplied by the contracted price per sale/introduction. OEM Incentives The Company enters into arrangements with automobile manufacturers (“OEM”) to promote the sale of their vehicles through the offering of additional consumer incentives. These manufacturers pay a per-vehicle fee to the Company for promotion of the incentive and the Company recognizes as revenue the per-vehicle incentive fee at the time the sale of the vehicle has occurred between the Auto Buying Program user and the dealer. Forecasts, Consulting and Other Revenues Revenues are generated from the sale of forecasts of lease residual value data for new and used leased automobiles, guidebooks, and consulting services. Sales are principally made to vehicle manufacturers, vehicle financing companies, investment banks, automobile dealers, and insurance companies. Forecasts and consulting services customers typically prepay annually in the form of a subscription agreement for lease residual value data and guidebooks. Forecasts and consulting services sales arrangements may include multiple deliverables, such as sale of lease residual forecasts from guidebooks and consulting services. For multiple deliverable revenue arrangements, the Company first assesses whether each deliverable has value to the customer on a standalone basis and performance is considered probable and substantially in its control. Forecasts and consulting services can be sold both on a standalone basis or as part of multiple deliverable arrangements. The deliverables constitute separate units of accounting because the deliverables have standalone value to the customer and as such, the total arrangement consideration is allocated to each unit of accounting using the relative selling price hierarchy. This hierarchy requires the selling price of each deliverable in a multiple deliverable revenue arrangement to be based on, in descending order: (i) vendor-specific objective evidence, or VSOE, (ii) third-party evidence of selling price, or TPE, or (iii) management’s best estimated selling price, or BESP. The Company cannot establish VSOE or TPE because the deliverables are not sold separately within a sufficiently narrow price range or third party pricing for comparable services is not available; therefore, it applies judgment to determine BESP. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a stand-alone basis. The determination of BESP requires the Company to make significant estimates and judgments and the Company considers numerous factors in this determination, including the nature of the deliverables, market conditions and the competitive landscape, internal costs, and its pricing and discounting practices. The Company updates its estimates of BESP on a periodic basis as events and as circumstances may require. Revenue allocated to each element from the sale of lease residual value forecasts, guidebooks, and consulting services is recognized when the basic recognition criteria are met for each element. Sales attributed to residual value data and guidebooks are recognized when the data or guidebooks are delivered, and consulting services are recognized when the project is completed. Lead Referral Fees Lead referral fees revenues consist of fees earned through an online process that refers consumers to out-of-network auto dealers for new and used vehicles when the Company is unable to identify a dealer with a vehicle in the Company’s dealer network for which a prospective car buyer is searching. Fees are recognized at the time the lead referral is transmitted to, and accepted by, the lead-buying entities and are not contingent on the sale of a vehicle. The Company is not a party to the arrangement with, and is not the primary obligor to, the lead-buyer’s dealer; accordingly, revenue is recognized for the net fee received for the lead from the lead-buyer. Cost of Revenue (exclusive of depreciation and amortization) Cost of revenue includes expenses related to the fulfillment of the Company’s services, consisting primarily of data costs and licensing fees paid to third party service providers and expenses related to operating the Company’s website and mobile applications, including those associated with its data centers, hosting fees, data processing costs required to deliver introductions to its network of TrueCar Certified Dealers, employee costs related to certain dealer operations, sales matching, and employee and consulting costs related to delivering data and consulting services to the Company’s customers. Cost of revenue excludes depreciation and amortization of software development costs and other hosting and data infrastructure equipment used to operate the Company’s platforms, which are included in the depreciation and amortization line item on its statement of comprehensive loss. Sales and Marketing Sales and marketing expenses consist primarily of: television, digital, and radio advertising; media production costs, affinity group partner marketing fees, which also includes loan subvention costs where the Company pays certain affinity group marketing partners a portion of consumers’ borrowing costs for car loan products offered by these affinity group marketing partners, and common stock warrants issued to USAA; marketing sponsorship programs; and digital customer acquisition. In addition, sales and marketing expenses include employee related expenses for sales, customer support, marketing and public relations employees, including salaries, bonuses, benefits, severance, and stock-based compensation expenses; third-party contractor fees; and facilities costs. Sales and marketing expenses also include costs related to common stock warrants issued to a third-party marketing firm and a service provider as part of our commercial arrangements with them. Marketing and advertising costs promote our services and are expensed as incurred, except for media production costs which are expensed the first time the advertisement is aired. Marketing and advertising expenses were $70.7 million , $79.6 million , and $58.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Prepaid expenses include prepaid media costs of $1.6 million and $1.8 million at December 31, 2016 and 2015 , respectively. Accrued marketing and advertising expenses were $2.1 million and $2.0 million at December 31, 2016 and 2015 , respectively, and were included within accrued expenses and other current liabilities on the consolidated balance sheet. Technology and Development Technology and development expenses consist primarily of employee related expenses for technology and development staff, including salaries, be

Property and Equipment, net

Property and Equipment, net	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment consisted of the following at December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Computer equipment, software, and internally developed software $ 65,973 $ 53,862 Furniture and fixtures 3,705 3,575 Leasehold improvements 6,067 4,410 Capitalized facility leases 39,302 39,154 115,047 101,001 Less: Accumulated depreciation (48,106 ) (29,611 ) Total property and equipment, net $ 66,941 $ 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 December 31, 2016 and 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 buildings. For the year ended December 31, 2015, the Company capitalized approximately $2.0 million of interest costs related to the Premises. No interest costs related to the Premises were capitalized for the years ended December 31, 2016 and 2014. At December 31, 2016 and 2015 , the Company had recorded accumulated amortization of $1.2 million and $0.2 million for capitalized facility leases. Additionally, at December 31, 2016 and 2015 , the Company recognized a corresponding lease financing obligation of approximately $30.9 million and $28.9 million , respectively. Refer to Note 6 for additional information. Included in the table above are property and equipment of $4.3 million and $5.3 million as of December 31, 2016 and 2015 , respectively, which are capitalizable, but had not yet been placed in service. The $4.3 million and $5.3 million balances at December 31, 2016 and 2015 , respectively, were comprised primarily of capitalized software not ready for its intended use. Total depreciation and amortization expense of property and equipment was $19.3 million , $13.5 million and $8.9 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Amortization of internal use capitalized software development costs was $14.7 million , $8.8 million and $5.7 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Amortization of capitalized facility leases was $1.0 million and $0.2 million for the years ended December 31, 2016 and 2015 .

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible Assets	Intangible Assets Intangible assets consisted of the following at December 31, 2016 and December 31, 2015 (in thousands, except years): At December 31, 2016 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 31,090 $ (16,876 ) $ 14,214 Customer relationships 6,300 (3,925 ) 2,375 Tradenames 4,900 (1,715 ) 3,185 Total $ 42,290 $ (22,516 ) $ 19,774 At December 31, 2015 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 31,090 $ (13,835 ) $ 17,255 Customer relationships 6,300 (3,252 ) 3,048 Tradenames 4,900 (1,388 ) 3,512 Total $ 42,290 $ (18,475 ) $ 23,815 Amortization expense by asset type for the years ended December 31, 2016 , 2015 , and 2014 is shown below (in thousands): Year Ended December 31, 2016 2015 2014 Acquired technology and domain name $ 3,041 $ 3,047 $ 3,164 Customer relationships 673 760 760 Trade names 327 327 327 Total amortization $ 4,041 $ 4,134 $ 4,251 Expected amortization expense with respect to intangible assets at December 31, 2016 for each of the five years through December 31, 2021 and thereafter is as follows (in thousands): Years ended December 31, 2017 $ 3,862 2018 3,861 2019 3,791 2020 3,787 2021 2,922 Thereafter 1,551 Total amortization expense $ 19,774

Credit Facility

Credit Facility	12 Months Ended
	Dec. 31, 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 the same financial institution with which the Company had previous credit arrangements, effective as of February 18, 2015, 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 lenders consent, to increase the revolving credit facility by up to $15.0 million , to an aggregate maximum of $50 million . This 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 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 0.0% to 0.20% per annum based on the Company’s adjusted quick ratio. This 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 the 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 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 minus cash income taxes to our cash interest payments plus capital expenditures for the trailing twelve months. This credit facility also limits the Company’s ability to pay dividends. At December 31, 2016 and 2015, the Company was in compliance with the 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 December 31, 2016 and 2015, the Company had no outstanding amounts under the credit facility. At December 31, 2016 and 2015, the amounts available were $30.7 million and $30.4 million , respectively, reduced for letters of credit issued and outstanding under the subfacility of $4.3 million and $4.6 million , respectively.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Office Lease Commitments At December 31, 2016 , the Company had various non-cancellable leases related to the Company’s office facilities which expire through 2030. At December 31, 2016 , future minimum payments for obligations under non-cancellable lease obligations, and related sublease income, are as follows (in thousands): Years ended December 31, Lease Commitments Sublease Income 2017 $ 9,749 $ (1,494 ) 2018 10,134 (1,827 ) 2019 10,426 (1,668 ) 2020 9,415 (1,091 ) 2021 7,863 — Thereafter 39,657 — Total minimum lease payments $ 87,244 $ (6,080 ) The Company recorded rent expense, net of sublease income, of $7.4 million , $6.3 million , and $2.8 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. San Francisco Office Lease In May 2014, the Company entered into a facility lease in San Francisco (the “San Francisco Office”) with total future minimum lease commitments over 10 years, beginning August 1, 2014 of $7.0 million . The remaining future minimum lease commitments as of December 31, 2016 are included in the table above. In conjunction with this lease, the Company was required to obtain an irrevocable standby letter of credit in the amount of $0.8 million for the benefit of the landlord. Beginning August 1, 2017 through August 1, 2020, the letter of credit is subject to an annual reduction to as little as $0.2 million . The Company had concluded that it was deemed the owner (for accounting purposes only) of the San Francisco Office during the construction period under build-to-suit lease accounting. As the Company assumed control of the construction project in the third quarter of 2014, the Company recorded the fair value of the leased property in "Property and equipment, net" and a corresponding liability in "Lease financing obligations" on the accompanying consolidated balance sheets. The Company recognized increases in the asset as additional building costs were incurred during the construction period. Additionally, imputed interest during the construction period was capitalized. At December 31, 2016 and 2015 , the Company has capitalized $8.7 million and $8.5 million , respectively, in "Property and equipment, net" and a corresponding current and non-current lease financing obligation of $6.8 million . Upon completion of the construction during the first quarter of 2015, the Company retained the fair value of the San Francisco Office lease property and the obligation on its balance sheet as it did not qualify for sales and leaseback accounting due to requirements to maintain collateral in the lease. The Company records the rent payments as a reduction of the lease financing obligation and imputed interest expense and ground rent as an operating expense. The fair value of the lease property will be depreciated over the building’s estimated useful life of forty years. At the conclusion of the lease term, the Company will de-recognize both the then carrying values of the asset and financing obligation. Santa Monica Office Lease In July 2014, the Company entered into a facility lease in Santa Monica (the “Santa Monica Office”) with total future minimum lease commitments over fifteen years, beginning in January 2015, of $36.0 million . The remaining future minimum lease commitments as of December 31, 2016 are included in the future minimum lease payments table above. In connection with this lease, the Company obtained an irrevocable standby letter of credit in the amount of $3.5 million for the benefit of the landlord. Beginning October 1, 2019 through October 1, 2025, the letter of credit is subject to an annual reduction to as little as $1.2 million . The Company had concluded that it was deemed the owner (for accounting purposes only) of the Santa Monica Office during the construction period under build-to-suit lease accounting. As the Company assumed control of the construction project in the first quarter of 2015, the Company recorded the fair value of the leased property in “Property and equipment, net” and a corresponding liability in “Lease financing obligations” on the accompanying consolidated balance sheets. The Company recognized increases in the asset as additional building costs were incurred during the construction period. Additionally, imputed interest during the construction period was capitalized. At December 31, 2016 and 2015 , the Company has capitalized $30.6 million and $30.4 million , respectively, in “Property and equipment, net” and a corresponding current and non-current lease financing obligation of $24.0 million and $22.1 million , respectively. Upon completion of the construction during the fourth quarter of 2015, the Company retained the fair value of the Santa Monica Office lease property and the obligation on its balance sheet as it did not qualify for sales leaseback accounting due to requirements to maintain collateral in the lease. The Company records the rent payments as a reduction of the lease financing obligation and imputed interest expense; ground rent is recorded as an operating expense. The fair value of the lease property will be depreciated over the building’s estimated useful life of forty years. At the conclusion of the lease term, the Company will de-recognize both the then carrying values of the asset and financing obligation. Austin Office Lease In May 2016, the Company entered into a new office lease for approximately 38,000 square feet near Austin, Texas. The lease commenced 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. In accordance with accounting for exit and disposal activities, the Company recognized a liability for lease exit costs incurred when it no longer derived economic benefit from the related leases. The liability was recognized and measured based on a discounted cash flow model when the cease use date occurred. The liability was determined based on the remaining lease rental due, reduced by estimated sublease rental income that could be reasonably obtained for the properties. The lease terms of the spaces exited expire in 2020. 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 costs are recorded in general and administrative expense in the consolidated statement of comprehensive loss. In 2016, the Company updated its estimates of sublease rental income for the spaces exited in December 2015 and recorded an additional $3.1 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 Company does not expect to incur significant additional charges in future periods related to these exits. The following table presents a roll forward of the lease exit liability for the years ended December 31, 2016 and 2015 (in thousands): Lease Exit Costs Accrual at December 31, 2014 $ — Expense 2,232 Cash Payments (244 ) Accrual at December 31, 2015 $ 1,988 Expense 3,065 Cash Payments (2,396 ) Accrual at December 31, 2016 $ 2,657 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 December 31, 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 and is currently scheduled for trial in August 2017. 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 December 31, 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. At a status conference held on January 26, 2017, the Court ruled that discovery may proceed regarding matters related to class certification only at this time. 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 December 31, 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 of up to twelve months of the executive’s annual base salary for certain events, such as involuntary terminations. In addition, upon the consummation of the IPO, certain executives earned liquidity bonuses totaling $2.6 million , which were recorded in sales and marketing and general and administrative expenses in the Company’s consolidated statements of comprehensive loss during the year ended December 31, 2014. In December 2015, pursuant to an executed separation agreement with the Company's former CEO, the Company will pay its former CEO: (i) a 2015 bonus of $0.1 million ; (ii) severance of approximately $0.5 million to be paid in approximately equal semi-monthly payments through December 31, 2016; and (iii) an annual fee of $0.1 million for limited advisory services to the Company during the period from his termination date to May 2018. Additionally, the Company will continue to provide its former CEO health insurance benefits through the end of May 2018. For the year ended December 31, 2015, the Company recorded as severance costs of $0.9 million in general and administrative expenses in the Company's consolidated statements of comprehensive loss for these obligations to the former CEO. At December 31, 2015, the remaining severance liability related to the former CEO was $0.9 million. At December 31, 2016, the remaining severance liability related to the former CEO was $0.2 million and is included in the table below. For the year ended December 31, 2015, in addition to its former CEO, the Company incurred severance costs totaling $2.5 million for several executive-level employees who terminated their employment during the period. Of the total, the Company recorded $0.4 million in sales and marketing, $0.4 million in technology and development and $1.7 million in general and administrative expenses in the Company's consolidated statements of comprehensive loss during the year ended December 31, 2015. At December 31, 2015, the remaining severance liability related to these former executive-level employees was $1.9 million. At December 31, 2016, there was no remaining severance liability related to these former executive-level employees. For the year ended December 31, 2016, the Company incurred severance costs totaling $1.8 million related to an executive who terminated during the year, 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 for the year ended December 31, 2016. At December 31, 2016, the remaining severance liability related to these severance costs was $0.2 million and is included in the table below. The following table presents a roll forward of this severance liability for the years ended December 31, 2016 and 2015 : Executive Severance and Reorganization Costs Accrual at December 31, 2014 $ — Severance Costs 3,732 Cash Payments (929 ) Accrual at December 31, 2015 $ 2,803 Severance Costs 1,783 Cash Payments (4,215 ) Accrual at December 31, 2016 $ 371 Indemnifications In the ordinary course of business, the Company may provide indemnifications 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 December 31, 2016 and 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. Software Subscription License Agreement In August 2014, the Company entered into an agreement to purchase a perpetual software subscription license totaling $4.9 million , which was fully paid in the third quarter of 2014. In addition to the software license agreement, the Company purchased a support services package for a three year term totaling $2.4 million payable quarterly. The remaining future commitments for the support services package at December 31, 2016 are included in the purchase obligations table below. Purchase Obligations At December 31, 2016 , the Company had the following purchase obligations (in thousands): Total Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Purchase obligations $ 7,037 $ 3,994 $ 3,043 $ — $ — Purchase obligations include long-term agreements to purchase data information, software related licenses and support services, and other obligations that are enforceable and legally binding as of December 31, 2016 . Purchase obligations exclude agreements that are cancelable without penalty.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Reverse Stock Split The Company’s board of directors and stockholders approved a 2-for-3 reverse split of its common stock and its Series A convertible preferred stock, or preferred stock, which was effected on May 2, 2014. All share data and per share data, and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the reverse stock split of its common stock and preferred stock. Initial Public Offering In May 2014, the Company completed its initial public offering (“IPO”) in which the Company sold an aggregate of 8,941,250 shares of its common stock, including 1,166,250 shares sold pursuant to the exercise by the underwriters of their option to purchase such shares, at a public offering price of $9.00 per share. The Company received net proceeds of $69.2 million , after deducting underwriting discounts and commissions and offering expenses payable by the Company, from sales of its shares in the IPO. Immediately prior to the completion of the IPO, all shares of the then-outstanding Series A convertible preferred stock automatically converted into 2,857,143 shares of common stock. Follow-on Public Offering In November 2014, the Company completed a follow-on public offering in which the Company sold 1,960,390 shares of common stock and selling stockholders sold 5,402,601 shares at a price of $17.00 per share. The Company received net proceeds of $30.8 million , after deducting underwriting discounts and commissions and offering expenses payable by the Company, from sales of its shares. The Company did not receive any proceeds from the sale of shares by selling stockholders. Series A Preferred Stock At December 31, 2012, the Company was authorized to issue 147.0 million shares of common stock. In November 2013, the Company increased the number of authorized shares of common stock to 150.0 million shares. Additionally, the Company authorized the issuance of 4.5 million shares of preferred stock, designated as Series A Preferred Stock (“Series A”). In November 2013, the Company sold an aggregate of 2,857,143 shares of Series A and warrants to purchase 666,666 shares of common stock at an exercise price of $15.00 per share to Vulcan Capital Growth Equity LLC (“Vulcan”), in a private placement at a price of $10.50 per share, for an aggregate purchase price of $30.0 million . In May 2014, immediately prior to the completion of the Company’s IPO, all of the outstanding shares of Series A preferred stock automatically converted into 2,857,143 shares of common stock on a one -to- one basis. Warrants Issued to USAA On March 12, 2009, June 25, 2010, January 1, 2012, and May 1, 2014, the Company entered into agreements with USAA, an affinity partner and significant stockholder of the Company, which provided for the issuance of warrants to purchase shares of the Company’s common stock upon achievement of minimum performance milestones based on the level of vehicle sales. The warrants were issued to USAA in exchange for marketing services performed by USAA under the Company’s affinity group marketing program. The purpose of the marketing services performed by USAA is to create awareness of, acquire traffic for, and drive users to, the Company’s auto buying platforms. For that reason expense recognized related to warrants issued to USAA is recorded as sales and marketing expense in the Company’s consolidated statements of comprehensive loss. On November 24, 2009, the minimum performance milestones related to the March 12, 2009 agreement were reached and a fully vested warrant was issued by the Company which allows for the purchase of up to 961,482 shares of common stock at $0.83 per share. These warrants were outstanding at December 31, 2013. On June 25, 2010, an additional warrant to purchase up to 1,653,333 shares of the Company’s common stock at $2.12 per share was issued to USAA. The warrant became exercisable based on the achievement of performance milestones based on the level of vehicle sales. During 2011, the performance milestones were fully achieved and the affinity partner received a warrant to purchase the full 1,653,333 shares of common stock. The warrant was fully vested at December 31, 2011. These warrants were outstanding at December 31, 2013. On January 1, 2012, the Company issued another warrant to USAA which allowed USAA to purchase up to 1,042,666 shares of the Company’s common stock at $7.95 per share if minimum performance milestones were reached. The warrant expired at the earlier of (i) eight (8) years from issuance, (ii) ninety (90) days after the expiration of the affinity-agreement with USAA, or (iii) immediately prior to the close of an initial public offering of the Company’s common stock. In May 2014, the Company and USAA agreed to an extension of the affinity group marketing agreement. As part of the agreement, on May 1, 2014, the Company issued to USAA a warrant to purchase 1,458,979 shares of the Company’s common stock, which will be exercisable in two tranches. The first tranche of 392,313 shares has an exercise price of $7.95 per share and the second tranche of 1,066,666 shares has an exercise price of $15.00 per share. The warrant becomes exercisable based on the achievement of performance milestones based on the level of vehicle sales of USAA members through the Company’s auto buying platforms. The warrant terminates on the earlier of (i) the eighth anniversary of the date of issuance, (ii) the first anniversary of the termination of the USAA car-buying program, or (iii) the date on which the Company no longer operates the USAA car-buying program. In addition, the agreement provides for the Company to spend marketing program funds with the actual level of marketing spend to be mutually agreed upon by USAA and the Company, subject to limits based on the number of actual vehicle sales generated through the affinity group marketing program (Note 12). For the years ended December 31, 2016 , 2015 and 2014 , the Company recognized expense of $0.1 million , $0.2 million and $5.7 million related to warrants to purchase 10,666 shares, 71,330 shares, and 631,449 shares of common stock that have been earned and are vested, respectively. The fair value of the warrants was based on the following assumptions using the Black-Scholes option-pricing model: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.13 % to 1.98 % 1.51 % to 2.03 % 0.02 % to 2.33 % Contractual life (years) 5.3 to 6.3 6.3 to 7.2 0.3 to 8.0 Expected volatility 46.7 % to 48.8 % 47.8 % to 54.2 % 48.5 % to 57.5 % Dividend yield — — — Warrants to purchase 3,265,168 shares of the Company’s common stock earned from agreements entered into prior to May 2014 were exercised in connection with the Company’s IPO in May 2014 for an aggregate purchase price of $9.5 million . At December 31, 2016, there were 509,642 warrants that were earned and outstanding with an additional 949,337 remaining warrants that is available for issuance upon achievement of minimum performance milestones. Warrants Issued to Third Party Marketing Firm On February 25, 2011, the Company entered into a media and marketing services agreement with a direct marketing firm. Under the arrangement, the marketing firm will provide media purchasing, production, advertising, and marketing services in connection with the advertising and marketing of the Company’s services. In addition to cash consideration, the Company agreed to issue a warrant to the marketing firm to purchase up to 1,433,333 shares of the Company’s common stock at a price of $6.02 per share. The warrant expires eight years from the issuance date and as of December 31, 2014, all warrants have been earned and issued to the marketing firm. In March 2015, the warrant to purchase 1,433,333 shares of the Company's common stock was exercised through a net settlement election. The Company issued 959,676 shares of its common stock to the third party marketing firm. In 2014, the Company recorded the fair value of the warrants based on the following assumptions using the Black-Scholes option-pricing model: expected life of 4.8 to 5.1 years, risk free rate of 1.51% to 1.70% , and volatility of 46.6% to 48.1% . For the year ended December 31, 2014, the Company recognized expense of $2.3 million related to 343,665 warrants earned. The expense has been reflected as sales and marketing expense on the accompanying consolidated statements of comprehensive loss. Warrants Issued to Financial Institution On August 29, 2013, the Company issued warrants to purchase 66,666 shares of TrueCar’s common stock at an exercise of $7.92 per share to a financial institution with which the Company had previous credit arrangements with. The warrants were issued pursuant to a warrant agreement that the Company had previously entered into in connection with the execution of a credit facility. The warrants were immediately issued and vested upon drawing on the credit facility and expire on the earlier of June 13, 2022, or an acquisition of the Company consisting solely of cash and or marketable securities. In June 2014, warrants to purchase 66,666 shares of the Company’s common stock were exercised through a net settlement election. The Company issued 27,526 shares of its common stock to the financial institution. Warrants Issued to Service Provider In May 2014, the Company entered into a consulting agreement with an individual to provide marketing services to the Company. The Company agreed to issue a warrant to the individual to purchase up to 333,333 shares of the Company’s common stock at a price of $12.81 per share. All shares under the warrant agreement become exercisable in accordance with the vesting schedule over a four year period. The warrant expires five years from the issuance date or, if earlier, twelve months following the termination of the consulting agreement. In December 2015, the Company terminated the consulting agreement and the unvested warrants to purchase an aggregate of 187,500 shares of common stock were canceled. Upon termination, 145,833 of the warrants had vested and were outstanding at December 31, 2015. The warrant expired unexercised in December 2016. For the year ended December 31, 2015, the Company recorded the fair value of the warrant based on the following assumptions using the Black-Scholes option-pricing model: contractual life of 1.0 to 4.0 years, risk free rate of 0.52% to 1.28% , and volatility of 44.1% to 48.9% . For the year ended December 31, 2014, the Company recorded the fair value of the warrant based on the following assumptions: contractual life of 4.4 to 5.0 years, risk free rate of 1.48% to 1.55% , and volatility of 54.8% to 56.8% . For the year ended December 31, 2015, the Company recorded a reduction in warrant expense of $1.0 million due to the remeasurement to fair value of the unvested shares through the vesting date, which was primarily related to the reduction in the Company's stock price. The reduction in expense has been reflected as a reduction to sales and marketing expense on the accompanying consolidated statements of comprehensive loss. For the year ended December 31, 2015, warrants earned under this agreement totaled 112,500 shares. For the year ended December 31, 2014, the Company recognized expense of $1.7 million related to warrants to purchase 33,333 shares of common stock that have been earned and are vested. Reserve for Unissued Shares of Common Stock The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient for the exercise of all outstanding warrants, plus shares granted and available for grant under the Company’s stock option plan. The amount of such shares of the Company’s common stock reserved for these purposes at December 31, 2016 is as follows: Number of Shares Outstanding stock options 24,541,512 Outstanding restricted stock units 4,339,320 Outstanding common stock warrants 1,458,979 Additional shares available for grant under equity plan 3,254,115 Total 33,593,926

Stock-based Awards

Stock-based Awards	12 Months Ended
	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based Awards	Stock-based Awards The Company has four equity incentive plans: the Amended and Restated 2005 Stock Plan (the “2005 Plan”), the 2008 Stock Plan (the “2008 Plan”), the 2014 Equity Incentive Plan (the “2014 Plan”), and the 2015 Inducement Equity Incentive Plan (the "Inducement Plan"). In connection with the Company’s IPO in May 2014, the 2005 Plan and the 2008 Plan were terminated. Upon the Company's IPO in May 2014, the shares reserved for issuance under the 2014 Plan include (i) shares that have been reserved but not issued pursuant to any awards granted under the 2005 Plan, plus (ii) shares subject to stock options or similar awards granted under the 2005 Plan or the 2008 Plan that, after the registration date, expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2005 Plan or the 2008 Plan are forfeited to or repurchased by the Company. In addition, the shares available for issuance under the 2014 Plan include an annual increase on January 1 of each year equal to the least of: (i) 10,000,000 shares; (ii) 5% of the total outstanding shares of TrueCar common stock as of the last day of the previous fiscal year; or, (iii) such other amount as determined by the Company’s Board of Directors. As of December 31, 2016 , the total number of shares available under the 2014 Plan is 3,254,115 shares. In accordance with the evergreen provision, effective January 1, 2017, an additional 4,307,976 shares of common stock was authorized to be issued under the 2014 Plan. Under the Inducement Plan, there were 1,840,000 shares of common stock reserved for the issuance of nonqualified stock options. In December 2015, in conjunction with the hiring of the Company's new president and CEO, the Company granted a stock option to purchase 1,840,000 shares of the Company's common stock under the Inducement Plan that vest over a four year period and expire ten years from the date of grant. There are no shares available for future issuance as of December 31, 2015 under the Inducement Plan. Under the 2014 Plan, the Company has the ability to issue incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares. Stock options granted under the 2014 Plan must at least equal to the fair market value of the Company’s common stock on the date of grant. Stock options granted generally vest monthly over a four year period and expire ten years from the date of grant. Restricted stock units generally vest quarterly over a four to five year period. Stock Options A summary of the Company’s stock option activity for the year ended December 31, 2016 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (1) (in years) (in millions) Outstanding at December 31, 2015 24,277,901 $ 8.12 5.62 Granted 4,812,332 9.56 Exercised (1,911,723 ) 4.77 Canceled/forfeited (2,636,998 ) 11.54 Outstanding at December 31, 2016 24,541,512 $ 8.29 5.49 $ 110.5 Vested and expected to vest at December 31, 2016 24,541,512 $ 8.29 5.49 $ 110.5 Exercisable at December 31, 2016 16,700,882 $ 7.56 3.94 $ 86.8 (1) The aggregate intrinsic value represents the excess of the closing price of the Company's common stock of $12.50 on December 31, 2016 over the exercise price of in-the-money stock option awards. At December 31, 2016 , total remaining stock-based compensation expense for unvested option awards, including performance-based stock option awards, was $33.1 million , which is expected to be recognized over a weighted-average period of 3.0 years . The weighted-average grant-date fair value per share of options granted for the years ended December 31, 2016 , 2015 and 2014 was $4.50 , $4.76 and $6.32 , respectively. The Company recorded stock-based compensation expense for stock option awards of $14.8 million , $34.0 million and $27.2 million , for the years ended December 31, 2016 , 2015 and 2014 , respectively. The total intrinsic value of options exercised in 2016 , 2015 and 2014 was $8.5 million , $19.2 million , and $57.1 million , respectively. From time to time, the Company grants stock options that contain performance conditions. During 2014, the Company granted 2,776,114 stock options at a weighted average exercise price of $12.81 , which include a two step performance and service vesting condition. The first step is based upon achieving certain revenue and earnings targets. Stock options eligible for time-based vesting are calculated based on the Company's performance against these metrics and vest over 48 months beginning February 1, 2015. Based on the achievement levels of the performance criteria, as of December 31, 2014, there were 2,241,796 outstanding stock options with a weighted average exercise price of $12.81 that were eligible for vesting over the requisite service period. Stock options granted in excess of the achievement level totaling 288,406 shares were forfeited and returned to the 2014 Plan in the first quarter of 2015. The grant date fair values of these awards for the year ended December 31, 2014 was $20.1 million as determined using a Black-Scholes option-pricing model. The Company recognizes compensation cost for stock options with performance conditions using a graded vesting model, based on the probability of the performance condition being met, net of actual pre-vesting forfeitures. Restricted Stock Units Activity in connection with restricted stock units (“RSUs”) is as follows for the year ended December 31, 2016 : Number of Shares Weighted-Average Grant Date Fair Value Non-vested — December 31, 2015 3,747,340 $ 8.18 Granted 2,711,392 7.37 Vested (1,370,672 ) 8.06 Canceled/forfeited (748,740 ) 7.38 Non-vested — December 31, 2016 4,339,320 $ 7.85 The total fair market value of restricted stock units that vested for the years ended December 31, 2016 , 2015 , 2014 was $11.8 million , $6.5 million , and $0.3 million , respectively. The weighted-average grant-date fair value of RSUs granted for the years ended December 31, 2016 , 2015 , and 2014 was $7.37 , $8.17 , and $12.35 , respectively. For the years ended December 31, 2016 , 2015 , and 2014 , the Company recorded $9.9 million , $8.6 million , and $2.0 million in compensation expense, respectively. At December 31, 2016 , total remaining stock-based compensation expense for non-vested RSUs is $30.7 million , which is expected to be recognized over a weighted-average period of 3.0 years . During 2014, the Company granted 720,146 RSUs with a weighted average grant date fair value of $10.04 , which include a two-step performance and service vesting condition. The first step is based upon achieving certain revenue and earnings targets. RSUs eligible for time-based vesting are calculated based on the Company’s performance against these metrics and vest over 16 quarters beginning January 1, 2015. Based on the achievement levels of the performance criteria, as of December 31, 2014, there were 583,537 non-vested RSUs with a weighted average grant date fair value of $10.07 that were eligible to vest over the requisite service period. RSUs granted in excess of the achievement level totaling 73,939 shares were forfeited and returned to the 2014 Plan in the first quarter of 2015. Modifications In November 2015, the Compensation Committee of the Board of Directors authorized the modification of equity awards in connection with the separation of the Company's former CEO. In accordance with the terms of the separation agreement, the Company paid $0.1 million for the surrender and cancellation of options the former CEO holds to purchase 1,333,332 shares of the Company’s common stock with a weighted-average exercise price of $45.00 . Additionally, under a limited advisory services arrangement, the former CEO will also continue to vest in his remaining options, covering 1,401,553 shares, and 154,088 remaining restricted stock units until May 2018. Although these awards continue to vest, no substantive additional service is required by the former CEO. As a result of this modification, the Company recognized $7.7 million in additional stock-based compensation expense for the year ended December 31, 2015. In the fourth quarter of 2015, the Company accelerated the vesting of stock options to purchase 337,111 shares of common stock and 48,113 RSUs to four former executives. Additionally, the Company extended the exercise period of all vested stock options to these former executives. As a result of these modifications, the Company recognized additional stock compensation expense of $3.0 million for the year ended December 31, 2015. In December 2015, the Company's former President and current member of its Board of Directors agreed to surrender and forfeit unvested options to purchase 309,722 shares of the Company's common stock with a weighted-average exercise price of $13.17 . The Company's former President will continue to vest in his remaining unvested options covering 252,431 shares and 57,679 remaining RSUs, subject to his continued service as a member of the Company's Board of Directors. As a result of this forfeiture, the Company recognized additional stock compensation expense of $2.1 million for the year ended December 31, 2015. Valuation Assumptions and Stock-based Compensation Cost The fair value of stock options granted to employees is estimated on the grant date using the Black-Scholes option-pricing model. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term, the volatility of the Company’s common stock, risk-free interest rate, and expected dividends. The Company uses the simplified method under the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate expected term for plain vanilla share options. For performance-based option awards and out of the money option grants, the Company determines the expected term based upon historical exercise and post-vesting cancellations, adjusted for expected future exercise behavior. The Company’s computation of volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses an expected dividend of zero, as it does not anticipate paying any dividends in the foreseeable future. The fair value of each stock option award was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.32 % 1.66 % 1.93 % Expected term (years) 5.96 6.03 6.24 Expected volatility 49 % 49 % 58 % Dividend yield — — — As a result of the Company's early adoption of the revised share-based payment guidance in 2016, forfeitures are recognized as they occur. Prior to the adoption of this guidance, forfeitures were estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company recorded stock-based compensation cost relating to stock options, restricted stock awards, and RSUs in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Year Ended December 31, 2016 2015 2014 Cost of revenue $ 960 $ 792 $ 454 Sales and marketing 5,837 4,493 4,743 Technology and development 4,398 4,294 5,013 General and administrative 13,544 32,984 19,123 Total stock-based compensation expense 24,739 42,563 29,333 Amount capitalized to internal-use software 1,012 1,325 1,249 Total stock-based compensation cost $ 25,751 $ 43,888 $ 30,582

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The components of the Company’s income tax provision are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State 74 25 63 Total current provision 74 25 63 Deferred: Federal 547 547 540 State 34 34 37 Total deferred provision 581 581 577 Total income tax provision $ 655 $ 606 $ 640 As described below, the Company has established a valuation allowance against its net deferred tax assets as the Company has determined that it is more likely than not that the deferred tax assets will not be realized. The Company’s 2016 , 2015 , and 2014 income tax provisions of $0.7 million , $0.6 million , and $0.6 million , respectively, primarily reflect the amortization of tax deductible goodwill that is not an available source of income to realize deferred tax assets. The overall effective income tax rate differs from the statutory federal rate of 34% as follows: Year Ended December 31, 2016 2015 2014 Income tax benefit based on the federal statutory rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit 3.2 2.4 2.0 Nondeductible expenses (1.7 ) (0.3 ) (0.7 ) Change in valuation allowance (33.0 ) (30.7 ) (34.7 ) Stock-based compensation (4.1 ) (6.4 ) (2.0 ) Other — 0.1 0.1 Overall effective income tax rate (1.6 )% (0.9 )% (1.3 )% The components of deferred tax assets (liabilities) are as follows (in thousands): December 31, 2016 2015 Deferred income tax assets: Net operating loss carryforwards $ 95,342 $ 66,340 Stock-based compensation 25,278 24,192 Accrued expenses 3,338 4,016 Research and development tax credits 543 543 Other 371 306 Gross deferred tax assets 124,872 95,397 Valuation allowance (115,689 ) (84,167 ) Net deferred tax assets 9,183 11,230 Deferred tax liabilities: Property, equipment and software (5,424 ) (6,734 ) Intangible assets and goodwill (6,753 ) (6,909 ) Gross deferred tax liabilities (12,177 ) (13,643 ) Total net deferred tax liabilities $ (2,994 ) $ (2,413 ) The federal benefit related to the state tax effect of each type of temporary difference and carryforward is presented within each component of deferred tax assets and liabilities as shown in the chart above as of December 31, 2016 and December 31, 2015, respectively. This is a change in presentation from the prior year income tax footnote as the federal benefit related to the state tax effect of each type of temporary difference and carryforward was presented within one component titled “State taxes”. The net deferred tax liability at December 31, 2016 and 2015 relates to amortization of tax deductible goodwill that is not an available source of income to realize deferred tax assets. Accordingly, the net deferred tax liability does not reduce the need for a valuation allowance related to the Company’s net deferred tax assets. At December 31, 2016 , the Company had federal and state net operating loss carryforwards of $250.2 million and $176.5 million , respectively. The Company’s federal and state net operating loss carryforwards begin to expire in the years ending December 31, 2025 and 2017, respectively. At December 31, 2016 , the Company had federal and state research and development tax credit carryforwards of approximately $0.8 million and $0.4 million , respectively. The federal tax credit carryforwards begin to expire in the year ending December 31, 2028. The state tax credit carryforward can be carried forward indefinitely. The Internal Revenue Code of 1986, as amended, imposes substantial restrictions on the utilization of net operating losses and other tax attributes in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use pre-change net operating loss and research tax credits may be limited as prescribed under IRC Sections 382 and 383. Events which may cause limitation in the amount of the net operating losses and credits that the Company utilizes in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. As a result of historical equity issuances, the Company has determined that annual limitations on the utilization of its net operating losses and credits do exist pursuant to IRC Sections 382 and 383, however, such limitations are not expected to impact the Company’s ability to utilize these deferred tax assets prior to their statutory expiration dates. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2016 . Such objective evidence limits the ability to consider other subjective evidence such as its projections for future growth. On the basis of this evaluation, at December 31, 2016 , a valuation allowance of $115.7 million has been recorded since it is more likely than not that the deferred tax assets will not be realized. The change in the valuation allowance for the years ended December 31, 2016 , 2015 , and 2014 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Valuation allowance, at beginning of year $ 84,167 $ 64,449 $ 47,858 Increase in valuation allowance- share-based compensation guidance impact 17,959 — — Valuation allowance, at beginning of year, as adjusted $ 102,126 $ 64,449 $ 47,858 Increase in valuation allowance 13,563 19,718 16,591 Valuation allowance, at end of year $ 115,689 $ 84,167 $ 64,449 As described in Note 2, the Company early adopted the new share-based compensation guidance during the third quarter of 2016. The adoption of this guidance had no impact on either accumulated deficit as of January 1, 2016 or 2016 income tax expense as the Company believes that it is more likely than not that the excess tax benefits recognized as deferred tax assets due to the adoption of this guidance will not be realized. Therefore the Company has recorded a full valuation allowance against these excess tax benefits. The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2016 2015 2014 Unrecognized tax benefit, beginning of year $ 3 $ 46 $ (4 ) Additions based on current year tax positions — — 21 Additions for prior years' tax positions — — 29 Settlements with tax authorities — (13 ) — Reductions for prior years' tax positions — (30 ) — Unrecognized tax benefit, end of year $ 3 $ 3 $ 46 Since there is a full valuation allowance recorded against the deferred tax assets, any subsequent reductions of the valuation allowance and recognition of the associated tax benefit would impact the effective tax rate. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision. At December 31, 2016 , accrued interest and penalties related to uncertain tax positions were insignificant. The Company does not anticipate that the amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The Company is subject to United States federal and state taxation. 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. The Company is currently under state tax examination for the 2013 and 2014 tax years. The Company does not anticipate that this pending tax examination will result in a material tax assessment.

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2016
Earnings Per Share [Abstract]
Net Loss Per Share	Net Loss Per Share The Company applies the two-class method for calculating basic earnings per share. Under the two-class method, net income (loss) is reduced by cumulative preferred stock dividends and the residual amount is allocated between common stock and other participating securities based on their participation rights. Participating securities comprised of restricted common stock, which participate in dividends, if declared, by the Company. As the Company has reported a net loss for all periods, and the participating securities were not contractually obligated to share in the losses of the Company, accordingly, no losses were allocated to the participating securities. Basic earnings per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding, net of the weighted average unvested restricted stock subject to repurchase by the Company, if any, during the period. Diluted earnings per share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common stock, which are comprised of stock options, restricted stock units and stock warrants, using the treasury-stock method, and convertible preferred stock, using the if-converted method. Because the Company reported losses attributable to common stockholders for all periods presented, all potentially dilutive common stock are antidilutive for those periods. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders during the years ended December 31, 2016 , 2015 and 2014 (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Net loss $ (41,708 ) $ (64,911 ) $ (48,429 ) Weighted-average common shares outstanding 84,483 81,914 70,837 Net loss per share — basic and diluted $ (0.49 ) $ (0.79 ) $ (0.68 ) The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders at December 31, 2016 , 2015 and 2014 (in thousands): December 31, 2016 2015 2014 Options to purchase common stock 24,542 24,278 25,590 Common stock warrants 1,459 1,631 3,926 Unvested restricted stock awards 4,339 3,747 828 Total shares excluded from net loss per share attributable to common stockholders 30,340 29,656 30,344

Employee Benefit Plan

Employee Benefit Plan	12 Months Ended
	Dec. 31, 2016
Compensation and Retirement Disclosure [Abstract]
Employee Benefit Plan	Employee Benefit Plan The Company has a 401(k) Savings Retirement Plan that covers substantially all full-time employees who meet the plan’s eligibility requirements and provides for an employee elective contribution. The Company made matching contributions to the plan of $2.1 million , $1.7 million and $1.2 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Transactions with Stockholders In October 2011, as part of the acquisition of ALG, the Company entered into various data licensing and transition services agreements with Dealertrack, a former significant stockholder of the Company. In the first quarter of 2014, Dealertrack divested its holdings in the Company and was no longer a related party. Costs under these agreements included in cost of revenue were $0.4 million for the year ended December 31, 2014. 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 years ended December 31, 2015 and 2014, the Company recorded sales and marketing expense of $6.8 million and $4.2 million , respectively, for expenses paid to this marketing firm. Transactions with USAA USAA is the largest stockholder and most significant affinity marketing partner of the Company. The Company has entered into arrangements with USAA to operate its Auto Buying Program. The Company has amounts due from USAA at December 31, 2016 and 2015 of $0.4 million and $0.3 million , respectively. In addition, the Company has amounts due to USAA at December 31, 2016 and 2015 of $3.9 million and $7.8 million , respectively. At December 31, 2016 and 2015 $2.9 million and $7.5 million was included in accounts payable, respectively, while $1.0 million and $0.3 million was included in accrued expenses and other current liabilities, respectively. The Company recorded sales and marketing expense of $13.9 million , $14.0 million , and $15.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, related to service arrangements entered into with USAA, including non-cash expense associated with warrants to purchase shares of common stock (Note 7).

Revenue Information

Revenue Information	12 Months Ended
	Dec. 31, 2016
Segment Reporting [Abstract]
Revenue Information	Revenue Information The CODM reviews financial information on a consolidated basis, accompanied by information about transaction revenue and forecasts, consulting and other revenue. The following table presents the Company's revenue categories during the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 Transaction revenue $ 259,516 $ 241,395 $ 189,353 Forecasts, consulting and other revenue 17,991 18,443 17,296 Total revenues $ 277,507 $ 259,838 $ 206,649

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of TrueCar and its wholly owned subsidiaries. Business acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. The Company’s purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany balances and transactions have been eliminated in consolidation.
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 lease, 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 lease, 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 reviews financial information on a consolidated basis, accompanied by information about transaction revenue and forecasts, consulting and other revenue (Note 13). All of the Company’s principal operations, decision-making functions and assets are located in the United States.
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. Fair Value Methods Fair value is based on quoted market prices, if available. If listed prices or quotes are not available, fair value is based on internally developed models that primarily use market-based or independently sourced market parameters as inputs. For assets and liabilities measured at fair value, the following section describes the valuation methodologies, key inputs and significant assumptions. Cash equivalents, consisting primarily of money market instruments and debt securities represent highly liquid investments with maturities of three months or less at purchase. Generally, market prices are used to determine the fair value of money market instruments and debt securities. The carrying amounts of cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these items. The fair value of the Company’s revolving line of credit approximates carrying value based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements. Certain assets, including long-lived assets, goodwill and intangible assets are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. For the years ended December 31, 2016 , 2015 , and 2014 , no impairments were identified on those assets required to be measured at fair value on a non-recurring basis.
Concentrations of Credit and Business Risk	Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and accounts receivable. The Company, at times, maintains cash balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. The Company places its cash and cash equivalents with high credit quality financial institutions. Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts based on these evaluations. No single customer comprised more than 10% of the Company’s total revenues for the years ended December 31, 2016 , 2015 and 2014 . At December 31, 2016 , one customer accounted for approximately 13% of the accounts receivable balance. No single customer comprised more than 10% of the Company’s accounts receivable balance at December 31, 2015. The Company’s single largest source of unique visitors and unit sales from affinity group marketing partners comes from its relationship with United Services Automobile Association (“USAA”), a related party (Note 12). Changes in the Company’s relationship with USAA and its promotion and marketing of the Company’s Auto Buying Programs may have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents.
Accounts Receivable, Allowance for Doubtful Accounts, and Sales Allowances	Accounts Receivable, Allowance for Doubtful Accounts, and Sales Allowances The Company extends credit in the normal course of business to its customers and performs credit evaluations on a case-by-case basis. The Company does not obtain collateral or other security related to its accounts receivable. Accounts receivable are recorded based on the amount due from the customer and do not bear interest. The Company reduces accounts receivable by sales allowances and allowance for doubtful accounts. The Company establishes sales allowances at the time of revenue recognition based on its history of adjustments and credits provided to its network of dealers. Sales allowances relate primarily to credits issued where a dealer claims that an introduction was previously identified by the dealer from a source other than the Company. While contractually obligated to pay the invoice, the Company may issue a credit against the invoice to maintain overall dealer relations. In assessing the adequacy of the sales allowance, the Company evaluates its history of adjustments and credits made through the date of the issuance of the financial statements. Estimated sales adjustments and credits and ultimate losses may vary from actual results which could be material to the financial statements; however, to date, actual sales allowances have been materially consistent with the Company’s estimates. The Company determines its allowance for doubtful accounts based on its historical write-off experience and when specific circumstances make it likely that recovery will not occur. The Company reviews the allowance for doubtful accounts each reporting period and assesses the aging of account balances, with an emphasis on those that are past due over ninety days. Account balances are charged off against the allowance when the Company determines that it is probable the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers.
Property and Equipment, net	Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer hardware and software, five years for furniture and equipment, and over the shorter of lease term or useful life of the assets for leasehold improvements. Buildings are depreciated over a useful life of forty years. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations.
Build-to-Suit Leases	Build-to-Suit Leases The Company establishes assets and liabilities for the fair value of the building and estimated construction costs incurred under lease arrangements when it is considered the owner (for accounting purposes only), or build-to-suit leases, to the extent it is involved in the construction of structural improvements or takes on construction risk. Upon completion of construction of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance, and if so, the leased facility and lease financing obligation are removed from the balance sheet. If the Company does not qualify for sale-leaseback accounting, then the facilities are accounted for as financing leases.
Software and Website Development Costs	Software and Website Development Costs The Company accounts for the costs of computer software obtained or developed for internal use in accordance with FASB ASC 350, Intangibles — Goodwill and Other . Computer software development costs and website development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include certain employee related expenses, including salaries, bonuses, benefits and stock-based compensation expenses; costs of computer hardware and software; and costs incurred in developing features and functionality. These capitalized costs are included in property and equipment on the consolidated balance sheets. The Company expenses costs incurred in the preliminary project and post implementation stages of software development and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing internal use software applications. Software costs are amortized using the straight-line method over an estimated useful life of three years commencing when the software project is ready for its intended use. Costs incurred related to less significant modifications and enhancements as well as maintenance are expensed as incurred.
Intangible Assets Acquired in Business Combinations	Intangible Assets Acquired in Business Combinations The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination, and allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on its best estimate of fair value. Acquired intangible assets include: trade names, customer relationships, and developed technology. The Company determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for trade names, customer relationships, and technology are generally, one to fifteen years, five to ten years, and three to ten years, respectively.
Long Lived Assets	Long-Lived Assets The Company evaluates the recoverability of its long-lived assets with finite useful lives for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based upon estimated discounted future cash flows.
Goodwill	Goodwill Goodwill represents the excess of the aggregate purchase price paid over the fair value of the identifiable assets and liabilities acquired in the Company’s business combinations. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of use of the acquired assets or the Company’s overall business strategy, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or perform the first step on an impairment test. The first step involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then the second step is to compare the carrying amount of the goodwill to its implied fair value. The estimate of implied fair value of goodwill may require valuations of certain internally generated and unrecognized intangible assets. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The Company tests for goodwill impairment annually at December 31.
Revenue Recognition	Revenue Recognition The Company recognizes revenue, net of sales allowances, when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured. Deferred revenue is recognized on the accompanying consolidated balance sheets when payments are received in advance of the Company meeting all of the revenue recognition criteria described above. The Company recorded deferred revenue (included in other accrued expenses) of $0.5 million at December 31, 2016 and 2015 . Transaction Revenues Auto Buying Program Revenues Revenues consist of fees paid by dealers participating in the Company’s dealer network with which the Company has an agreement (“TrueCar Certified Dealers” or “Dealers”). TrueCar Certified Dealers pay the Company fees either on a per-vehicle basis for sales to Auto Buying Program users or in the form of a subscription arrangement. The Company recognizes revenue for fee arrangements based on a per-vehicle basis when the vehicle sale has occurred between the Auto Buying Program user and the Dealer. Under the contractual terms and conditions of arrangements with its network of participating TrueCar Certified Dealers, the dealer is required to pay the Company upon the sale of a vehicle to an Auto Buying Program user that has been provided to the dealer by the Company. Recognition of revenue from the sale is not contingent upon verification or acceptance of the transaction by the dealer. Upon a user deciding to proceed with the user’s vehicle purchase through the Company, the user provides his or her name, address, e-mail, and a phone number during the process of obtaining a Guaranteed Savings Certificate, which gives the Company the identity and source of a TrueCar introduction provided to a specific dealer prior to an actual sale occurring. After a sale occurs, the Company receives information regarding the sale, including the identity of the purchaser, via the Dealer Management System used by the dealer that made the sale. The Company also receives information regarding vehicle sales from a variety of data sources, including third party car sales aggregators, car dealer networks, and other publicly available sources (collectively, “sales data”) and uses this sales data to further verify that a sale has occurred between an Auto Buying Program user and a TrueCar Certified Dealer, as well as a means to invoice the Dealer shortly after the completion of the sales transaction. Actual vehicle sales data is reported on a daily basis shortly following the date of sale. The Company also recognizes revenue from dealers under subscription agreements. Subscription fee arrangements are short-term in nature with terms ranging from one to six months and are cancellable by the dealer or the Company at any time. Subscription arrangements fall into three types: flat rate subscriptions, subscriptions subject to downward adjustment based on a minimum number of vehicle sales (“guaranteed sales”), and subscriptions based on introduction volume, including those subject to downward adjustment based on a minimum number of introductions (“guaranteed introductions”). Under flat rate subscription arrangements, fees are charged at a monthly flat rate regardless of the number of sales made to users of the Company’s platform by the dealer. For flat rate subscription arrangements, the Company recognizes the fees as revenue over the subscription period on a straight line basis which corresponds to the period that the Company is providing the dealer access to the Auto Buying Program. Under guaranteed sales subscription arrangements, fees are charged based on the number of guaranteed sales multiplied by a fixed amount per vehicle. To the extent that the actual number of vehicles sold by the dealers to users of the Company’s platform is less than the number of guaranteed sales, the Company provides a credit to the dealer. To the extent that the actual number of vehicles sold exceeds the number of guaranteed sales, the Company is not entitled to any additional fees. Certain of our subscription arrangements are charged based on volume of introductions provided while other introduction based subscription arrangements operate under a guaranteed introduction model. Under guaranteed introductions subscription arrangements, fees are charged based on a periodically-updated formula that considers, among other things, the introductions anticipated to be provided to the dealer. To the extent that the number of actual introductions is less than the number of guaranteed introductions, the Company provides a credit to the dealer. To the extent that the actual number of introductions provided exceeds the number guaranteed, the Company is not entitled to any additional fees. For guaranteed sales and guaranteed introductions subscription arrangements, the Company recognizes revenue based on the lesser of (i) the actual number of sales generated or introductions delivered through the Auto Buying Program during the subscription period multiplied by the contracted price-per-sale/introduction or (ii) the guaranteed number of sales or introductions multiplied by the contracted price per sale/introduction. OEM Incentives The Company enters into arrangements with automobile manufacturers (“OEM”) to promote the sale of their vehicles through the offering of additional consumer incentives. These manufacturers pay a per-vehicle fee to the Company for promotion of the incentive and the Company recognizes as revenue the per-vehicle incentive fee at the time the sale of the vehicle has occurred between the Auto Buying Program user and the dealer. Forecasts, Consulting and Other Revenues Revenues are generated from the sale of forecasts of lease residual value data for new and used leased automobiles, guidebooks, and consulting services. Sales are principally made to vehicle manufacturers, vehicle financing companies, investment banks, automobile dealers, and insurance companies. Forecasts and consulting services customers typically prepay annually in the form of a subscription agreement for lease residual value data and guidebooks. Forecasts and consulting services sales arrangements may include multiple deliverables, such as sale of lease residual forecasts from guidebooks and consulting services. For multiple deliverable revenue arrangements, the Company first assesses whether each deliverable has value to the customer on a standalone basis and performance is considered probable and substantially in its control. Forecasts and consulting services can be sold both on a standalone basis or as part of multiple deliverable arrangements. The deliverables constitute separate units of accounting because the deliverables have standalone value to the customer and as such, the total arrangement consideration is allocated to each unit of accounting using the relative selling price hierarchy. This hierarchy requires the selling price of each deliverable in a multiple deliverable revenue arrangement to be based on, in descending order: (i) vendor-specific objective evidence, or VSOE, (ii) third-party evidence of selling price, or TPE, or (iii) management’s best estimated selling price, or BESP. The Company cannot establish VSOE or TPE because the deliverables are not sold separately within a sufficiently narrow price range or third party pricing for comparable services is not available; therefore, it applies judgment to determine BESP. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a stand-alone basis. The determination of BESP requires the Company to make significant estimates and judgments and the Company considers numerous factors in this determination, including the nature of the deliverables, market conditions and the competitive landscape, internal costs, and its pricing and discounting practices. The Company updates its estimates of BESP on a periodic basis as events and as circumstances may require. Revenue allocated to each element from the sale of lease residual value forecasts, guidebooks, and consulting services is recognized when the basic recognition criteria are met for each element. Sales attributed to residual value data and guidebooks are recognized when the data or guidebooks are delivered, and consulting services are recognized when the project is completed. Lead Referral Fees Lead referral fees revenues consist of fees earned through an online process that refers consumers to out-of-network auto dealers for new and used vehicles when the Company is unable to identify a dealer with a vehicle in the Company’s dealer network for which a prospective car buyer is searching. Fees are recognized at the time the lead referral is transmitted to, and accepted by, the lead-buying entities and are not contingent on the sale of a vehicle. The Company is not a party to the arrangement with, and is not the primary obligor to, the lead-buyer’s dealer; accordingly, revenue is recognized for the net fee received for the lead from the lead-buyer.
Cost of Revenue (exclusive of depreciation and amortization)	Cost of Revenue (exclusive of depreciation and amortization) Cost of revenue includes expenses related to the fulfillment of the Company’s services, consisting primarily of data costs and licensing fees paid to third party service providers and expenses related to operating the Company’s website and mobile applications, including those associated with its data centers, hosting fees, data processing costs required to deliver introductions to its network of TrueCar Certified Dealers, employee costs related to certain dealer operations, sales matching, and employee and consulting costs related to delivering data and consulting services to the Company’s customers. Cost of revenue excludes depreciation and amortization of software development costs and other hosting and data infrastructure equipment used to operate the Company’s platforms, which are included in the depreciation and amortization line item on its statement of comprehensive loss.
Sales and Marketing	Sales and Marketing Sales and marketing expenses consist primarily of: television, digital, and radio advertising; media production costs, affinity group partner marketing fees, which also includes loan subvention costs where the Company pays certain affinity group marketing partners a portion of consumers’ borrowing costs for car loan products offered by these affinity group marketing partners, and common stock warrants issued to USAA; marketing sponsorship programs; and digital customer acquisition. In addition, sales and marketing expenses include employee related expenses for sales, customer support, marketing and public relations employees, including salaries, bonuses, benefits, severance, and stock-based compensation expenses; third-party contractor fees; and facilities costs. Sales and marketing expenses also include costs related to common stock warrants issued to a third-party marketing firm and a service provider as part of our commercial arrangements with them. Marketing and advertising costs promote our services and are expensed as incurred, except for media production costs which are expensed the first time the advertisement is aired.
Technology and Development	Technology and Development Technology and development expenses consist primarily of employee related expenses for technology and development staff, including salaries, benefits, bonuses, severance, and stock-based compensation; the cost of certain third-party service providers; and facilities costs. Technology and development expenses are expensed as incurred.
General and Administrative	General and Administrative General and administrative expenses consist primarily of employee related expenses for administrative, legal, finance, and human resource staffs, including salaries, benefits, bonuses, severance, and stock-based compensation; professional fees; insurance premiums; other corporate expenses; lease exit charges, and facilities costs.
Stock Based Compensation	Stock-Based Compensation The Company recognizes stock-based compensation expense related to employee stock option, restricted stock awards, and restricted stock units based on the fair value of the awards on the grant date in accordance with the relevant standards. The Company estimates the grant date fair value of option grants, and the resulting stock-based compensation expense, using the Black-Scholes option pricing model. Stock-based compensation for employee awards is recognized on a straight-line basis over the requisite period, except for performance-based awards which are recognized using the graded-vesting model. Compensation expense for non-employee stock-based awards is recognized in accordance with FASB ASC 505, Equity — Equity-Based Payments to Non-Employees . Under this standard, stock option awards issued to non-employees are accounted for at fair value using the Black-Scholes option-pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. The Company records compensation expense based on the then-current fair values of the stock options at each financial reporting date. Compensation recorded during the service period is adjusted in subsequent periods for changes in the stock options’ fair value until the earlier of the date at which the non-employee’s performance is complete or a performance commitment is reached, which is generally when the stock option vests. For issuances of restricted stock awards or restricted stock units, the Company determines the fair value of the award based on the market value of its common stock at the date of grant.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and income tax bases of assets and liabilities and are measured using the tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company determines whether a tax position is more likely than not to be sustained upon examination based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if any, in its income tax provision in the accompanying statements of comprehensive loss.
Comprehensive Loss	Comprehensive Loss Comprehensive loss encompasses all changes in equity other than those arising from transactions with stockholders and consists of net loss and unrealized gains on marketable securities.
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 January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance simplifying the test for goodwill impairment. This standard eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. In October 2016, the FASB issued new guidance which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. This removes the exception to postpone recognition until the asset has been sold to an outside party. This standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods, with early adoption is permitted. It is required to be applied on a modified retrospective basis through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. 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 upon the 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 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 September 2015, the Financial Accounting Standards Board ("FASB") issued new guidance regarding business combinations to simplify measurement-period adjustments. Under this guidance, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This guidance also requires acquirers to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current period earnings by line item that would have been recorded in previous reporting periods. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015 and must be applied prospectively. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued new guidance related to the customer’s accounting for fees paid in a cloud computing arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued new guidance related to the presentation of debt issuance costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction for the associated debt liability. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In August 2014, the FASB issued guidance on the disclosure of uncertainties about an entity's ability to continue as a going concern. This standard provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures, if required. The guidance is effective for annual reporting periods ending after December 15, 2016. The adoption of this guidance did not have an impact on the Company's 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 continues to evaluate the impact of adopting this guidance on its consolidated financial statements.

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Summary of financial assets measured at fair value on a recurring basis	The following table summarizes the Company's assets at fair value on a recurring basis at December 31, 2016 and 2015 by level within the fair value hierarchy. There were no liabilities measure at fair value on a recurring basis at December 31, 2016 and 2015. These assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At December 31, 2016 At December 31, 2015 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 107,721 $ — $ — $ 107,721 $ 112,131 $ — $ — $ 112,131 Total Assets $ 107,721 $ — $ — $ 107,721 $ 112,131 $ — $ — $ 112,131
Summary of changes in the allowance for doubtful accounts and sales allowances	The following table summarizes the changes in the allowance for doubtful accounts and sales allowances (in thousands): Year Ended December 31, 2016 2015 2014 Allowances, at beginning of period $ 2,720 $ 2,069 $ 2,184 Charged as a reduction of revenue 7,042 6,716 4,797 Charged to bad debt expense in general and administrative expenses 1,285 925 373 Write-offs, net of recoveries (8,447 ) (6,990 ) (5,285 ) Allowances, at end of period $ 2,600 $ 2,720 $ 2,069
Schedule of expected amortization expense with respect to capitalized software costs	Expected amortization expense with respect to capitalized software costs at December 31, 2016 for each of the three years through December 31, 2019 is as follows (in thousands): Years ended December 31, 2017 $ 12,438 2018 5,931 2019 2,024 2020 23 Total amortization expense $ 20,416

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Computer equipment, software, and internally developed software $ 65,973 $ 53,862 Furniture and fixtures 3,705 3,575 Leasehold improvements 6,067 4,410 Capitalized facility leases 39,302 39,154 115,047 101,001 Less: Accumulated depreciation (48,106 ) (29,611 ) Total property and equipment, net $ 66,941 $ 71,390

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Schedule of intangible assets	Intangible assets consisted of the following at December 31, 2016 and December 31, 2015 (in thousands, except years): At December 31, 2016 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 31,090 $ (16,876 ) $ 14,214 Customer relationships 6,300 (3,925 ) 2,375 Tradenames 4,900 (1,715 ) 3,185 Total $ 42,290 $ (22,516 ) $ 19,774 At December 31, 2015 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 31,090 $ (13,835 ) $ 17,255 Customer relationships 6,300 (3,252 ) 3,048 Tradenames 4,900 (1,388 ) 3,512 Total $ 42,290 $ (18,475 ) $ 23,815
Schedule of amortization expense	Amortization expense by asset type for the years ended December 31, 2016 , 2015 , and 2014 is shown below (in thousands): Year Ended December 31, 2016 2015 2014 Acquired technology and domain name $ 3,041 $ 3,047 $ 3,164 Customer relationships 673 760 760 Trade names 327 327 327 Total amortization $ 4,041 $ 4,134 $ 4,251
Schedule of expected amortization expense with respect to intangible assets	Expected amortization expense with respect to intangible assets at December 31, 2016 for each of the five years through December 31, 2021 and thereafter is as follows (in thousands): Years ended December 31, 2017 $ 3,862 2018 3,861 2019 3,791 2020 3,787 2021 2,922 Thereafter 1,551 Total amortization expense $ 19,774

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum payments for obligations under non cancellable lease obligations	At December 31, 2016 , future minimum payments for obligations under non-cancellable lease obligations, and related sublease income, are as follows (in thousands): Years ended December 31, Lease Commitments Sublease Income 2017 $ 9,749 $ (1,494 ) 2018 10,134 (1,827 ) 2019 10,426 (1,668 ) 2020 9,415 (1,091 ) 2021 7,863 — Thereafter 39,657 — Total minimum lease payments $ 87,244 $ (6,080 )
Schedule of lease exit liability	The following table presents a roll forward of this severance liability for the years ended December 31, 2016 and 2015 : Executive Severance and Reorganization Costs Accrual at December 31, 2014 $ — Severance Costs 3,732 Cash Payments (929 ) Accrual at December 31, 2015 $ 2,803 Severance Costs 1,783 Cash Payments (4,215 ) Accrual at December 31, 2016 $ 371 The following table presents a roll forward of the lease exit liability for the years ended December 31, 2016 and 2015 (in thousands): Lease Exit Costs Accrual at December 31, 2014 $ — Expense 2,232 Cash Payments (244 ) Accrual at December 31, 2015 $ 1,988 Expense 3,065 Cash Payments (2,396 ) Accrual at December 31, 2016 $ 2,657
Roll forward of severance liability	The following table presents a roll forward of this severance liability for the years ended December 31, 2016 and 2015 : Executive Severance and Reorganization Costs Accrual at December 31, 2014 $ — Severance Costs 3,732 Cash Payments (929 ) Accrual at December 31, 2015 $ 2,803 Severance Costs 1,783 Cash Payments (4,215 ) Accrual at December 31, 2016 $ 371 The following table presents a roll forward of the lease exit liability for the years ended December 31, 2016 and 2015 (in thousands): Lease Exit Costs Accrual at December 31, 2014 $ — Expense 2,232 Cash Payments (244 ) Accrual at December 31, 2015 $ 1,988 Expense 3,065 Cash Payments (2,396 ) Accrual at December 31, 2016 $ 2,657
Schedule of purchase obligations	At December 31, 2016 , the Company had the following purchase obligations (in thousands): Total Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Purchase obligations $ 7,037 $ 3,994 $ 3,043 $ — $ —

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Schedule of assumptions used for fair value of warrants	The fair value of the warrants was based on the following assumptions using the Black-Scholes option-pricing model: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.13 % to 1.98 % 1.51 % to 2.03 % 0.02 % to 2.33 % Contractual life (years) 5.3 to 6.3 6.3 to 7.2 0.3 to 8.0 Expected volatility 46.7 % to 48.8 % 47.8 % to 54.2 % 48.5 % to 57.5 % Dividend yield — — —
Schedule of reserve for unissued shares of common stock	The amount of such shares of the Company’s common stock reserved for these purposes at December 31, 2016 is as follows: Number of Shares Outstanding stock options 24,541,512 Outstanding restricted stock units 4,339,320 Outstanding common stock warrants 1,458,979 Additional shares available for grant under equity plan 3,254,115 Total 33,593,926

Stock-based Awards (Tables)

Stock-based Awards (Tables)	12 Months Ended
	Dec. 31, 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 year ended December 31, 2016 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (1) (in years) (in millions) Outstanding at December 31, 2015 24,277,901 $ 8.12 5.62 Granted 4,812,332 9.56 Exercised (1,911,723 ) 4.77 Canceled/forfeited (2,636,998 ) 11.54 Outstanding at December 31, 2016 24,541,512 $ 8.29 5.49 $ 110.5 Vested and expected to vest at December 31, 2016 24,541,512 $ 8.29 5.49 $ 110.5 Exercisable at December 31, 2016 16,700,882 $ 7.56 3.94 $ 86.8 (1) The aggregate intrinsic value represents the excess of the closing price of the Company's common stock of $12.50 on December 31, 2016 over the exercise price of in-the-money stock option awards.
Schedule of activity in connection with the restricted stock units	Activity in connection with restricted stock units (“RSUs”) is as follows for the year ended December 31, 2016 : Number of Shares Weighted-Average Grant Date Fair Value Non-vested — December 31, 2015 3,747,340 $ 8.18 Granted 2,711,392 7.37 Vested (1,370,672 ) 8.06 Canceled/forfeited (748,740 ) 7.38 Non-vested — December 31, 2016 4,339,320 $ 7.85
Schedule of fair value of stock option awards	The fair value of each stock option award was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.32 % 1.66 % 1.93 % Expected term (years) 5.96 6.03 6.24 Expected volatility 49 % 49 % 58 % Dividend yield — — —
Schedule of stock-based compensation cost relating to stock options, restricted stock awards and RSUs	The Company recorded stock-based compensation cost relating to stock options, restricted stock awards, and RSUs in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Year Ended December 31, 2016 2015 2014 Cost of revenue $ 960 $ 792 $ 454 Sales and marketing 5,837 4,493 4,743 Technology and development 4,398 4,294 5,013 General and administrative 13,544 32,984 19,123 Total stock-based compensation expense 24,739 42,563 29,333 Amount capitalized to internal-use software 1,012 1,325 1,249 Total stock-based compensation cost $ 25,751 $ 43,888 $ 30,582

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Schedule of components of the income tax provision	The components of the Company’s income tax provision are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State 74 25 63 Total current provision 74 25 63 Deferred: Federal 547 547 540 State 34 34 37 Total deferred provision 581 581 577 Total income tax provision $ 655 $ 606 $ 640
Schedule of overall effective income tax rate	The overall effective income tax rate differs from the statutory federal rate of 34% as follows: Year Ended December 31, 2016 2015 2014 Income tax benefit based on the federal statutory rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit 3.2 2.4 2.0 Nondeductible expenses (1.7 ) (0.3 ) (0.7 ) Change in valuation allowance (33.0 ) (30.7 ) (34.7 ) Stock-based compensation (4.1 ) (6.4 ) (2.0 ) Other — 0.1 0.1 Overall effective income tax rate (1.6 )% (0.9 )% (1.3 )%
Schedule of components of deferred tax assets (liabilities)	The components of deferred tax assets (liabilities) are as follows (in thousands): December 31, 2016 2015 Deferred income tax assets: Net operating loss carryforwards $ 95,342 $ 66,340 Stock-based compensation 25,278 24,192 Accrued expenses 3,338 4,016 Research and development tax credits 543 543 Other 371 306 Gross deferred tax assets 124,872 95,397 Valuation allowance (115,689 ) (84,167 ) Net deferred tax assets 9,183 11,230 Deferred tax liabilities: Property, equipment and software (5,424 ) (6,734 ) Intangible assets and goodwill (6,753 ) (6,909 ) Gross deferred tax liabilities (12,177 ) (13,643 ) Total net deferred tax liabilities $ (2,994 ) $ (2,413 )
Schedule of change in the valuation allowance	The change in the valuation allowance for the years ended December 31, 2016 , 2015 , and 2014 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Valuation allowance, at beginning of year $ 84,167 $ 64,449 $ 47,858 Increase in valuation allowance- share-based compensation guidance impact 17,959 — — Valuation allowance, at beginning of year, as adjusted $ 102,126 $ 64,449 $ 47,858 Increase in valuation allowance 13,563 19,718 16,591 Valuation allowance, at end of year $ 115,689 $ 84,167 $ 64,449
Schedule of reconciliation of the total amounts of unrecognized tax benefits	The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2016 2015 2014 Unrecognized tax benefit, beginning of year $ 3 $ 46 $ (4 ) Additions based on current year tax positions — — 21 Additions for prior years' tax positions — — 29 Settlements with tax authorities — (13 ) — Reductions for prior years' tax positions — (30 ) — Unrecognized tax benefit, end of year $ 3 $ 3 $ 46

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2016
Earnings Per Share [Abstract]
Schedule of computation of basic and diluted net loss per share attributable to common stockholders	The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders during the years ended December 31, 2016 , 2015 and 2014 (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Net loss $ (41,708 ) $ (64,911 ) $ (48,429 ) Weighted-average common shares outstanding 84,483 81,914 70,837 Net loss per share — basic and diluted $ (0.49 ) $ (0.79 ) $ (0.68 )
Schedule of anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders	The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders at December 31, 2016 , 2015 and 2014 (in thousands): December 31, 2016 2015 2014 Options to purchase common stock 24,542 24,278 25,590 Common stock warrants 1,459 1,631 3,926 Unvested restricted stock awards 4,339 3,747 828 Total shares excluded from net loss per share attributable to common stockholders 30,340 29,656 30,344

Revenue Information (Tables)

Revenue Information (Tables)	12 Months Ended
	Dec. 31, 2016
Segment Reporting [Abstract]
Schedule of revenue categories	The following table presents the Company's revenue categories during the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 Transaction revenue $ 259,516 $ 241,395 $ 189,353 Forecasts, consulting and other revenue 17,991 18,443 17,296 Total revenues $ 277,507 $ 259,838 $ 206,649

Summary of Significant Accoun31

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2016USD ($)segment	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Accounting Policies [Abstract]
Number of operating segments | segment	1
Impairments | $	$ 0	$ 0	$ 0
Accounts receivable
Concentration Risk [Line Items]
Concentration risk	13.00%

Summary of Significant Accoun32

Summary of Significant Accounting Policies - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	$ 107,721	$ 112,131
Total Assets	107,721	112,131
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	107,721	112,131
Total Assets	107,721	112,131
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	0	0
Total Assets	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	0	0
Total Assets	$ 0	$ 0

Summary of Significant Accoun33

Summary of Significant Accounting Policies - Schedule of Changes in Allowance for Doubtful Accounts and Sales Allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Allowance for Doubtful Accounts
Allowances, at beginning of period	$ 2,720	$ 2,069	$ 2,184
Charged as a reduction of revenue	7,042	6,716	4,797
Charged to bad debt expense in general and administrative expenses	1,285	925	373
Write-offs, net of recoveries	(8,447)	(6,990)	(5,285)
Allowances, at end of period	$ 2,600	$ 2,720	$ 2,069

Summary of Significant Accoun34

Summary of Significant Accounting Policies - Property and Equipment, Net (Details)	12 Months Ended
	Dec. 31, 2016
Computer Equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Building
Property, Plant and Equipment [Line Items]
Estimated useful life	40 years

Summary of Significant Accoun35

Summary of Significant Accounting Policies - Software and Website Development Costs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Technology and development
Property, Plant and Equipment [Line Items]
Capitalized software costs write off amount	$ 300,000	$ 1,200,000
Software and Software Development Costs
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Capitalized software costs	$ 55,700,000	43,900,000
Accumulated amortization of computer software	35,300,000	20,600,000
Capitalized software costs write off amount			$ 300,000
Accumulated amortization written off			100,000
Acceleration of amortization	2,100,000		$ 200,000
Software and Software Development Costs, Assets Not Yet Placed in Service
Property, Plant and Equipment [Line Items]
Accumulated amortization written off	0	0
Acceleration of amortization	$ 0	$ 0

Summary of Significant Accoun36

Summary of Significant Accounting Policies - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Total property and equipment, net	$ 66,941	$ 71,390
Software Costs
Property, Plant and Equipment [Line Items]
2,017	12,438
2,018	5,931
2,019	2,024
2,020	23
Total property and equipment, net	$ 20,416

Summary of Significant Accoun37

Summary of Significant Accounting Policies - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2016
Minimum | Trade Names
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	1 year
Minimum | Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	5 years
Minimum | Technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	3 years
Maximum | Trade Names
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	15 years
Maximum | Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	10 years
Maximum | Technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	10 years

Summary of Significant Accoun38

Summary of Significant Accounting Policies - Long-Lived Assets, Goodwill, Revenue Recognition (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Impairment charges recorded on long lived assets	$ 0	$ 0	$ 0
Impairment charges recorded on goodwill	0	0	$ 0
Deferred revenue	$ 500,000	$ 500,000

Summary of Significant Accoun39

Summary of Significant Accounting Policies - Transaction Revenues (Details)	12 Months Ended
	Dec. 31, 2016subscription_arrangement_type
Property, Plant and Equipment [Line Items]
Types of subscription arrangement	3
Minimum
Property, Plant and Equipment [Line Items]
Subscription fee arrangement term	1 month
Maximum
Property, Plant and Equipment [Line Items]
Subscription fee arrangement term	6 months

Summary of Significant Accoun40

Summary of Significant Accounting Policies - Sales and Marketing (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Marketing and advertising expenses	$ 70.7	$ 79.6	$ 58.1
Prepaid media costs	1.6	1.8
Accrued marketing and advertising expenses	$ 2.1	$ 2

Summary of Significant Accoun41

Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Jan. 01, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Deferred Tax Assets, Gross	$ 124,872		$ 95,397
Adjustments for New Accounting Principle, Early Adoption
Property, Plant and Equipment [Line Items]
Deferred Tax Assets, Gross		$ 18,000
Retained earnings
Property, Plant and Equipment [Line Items]
Cumulative-effect of accounting change adopted as of January 1, 2016		$ (600)	$ (627)

Property and Equipment, net - S

Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 115,047	$ 101,001
Less: Accumulated depreciation	(48,106)	(29,611)
Total property and equipment, net	66,941	71,390
Computer equipment, software, and internally developed software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	65,973	53,862
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,705	3,575
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,067	4,410
Capitalized facility leases
Property, Plant and Equipment [Line Items]
Property and equipment, gross	39,302	39,154
Less: Accumulated depreciation	$ (1,200)	$ (200)

Property and Equipment, net - N

Property and Equipment, net - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 115,047,000	$ 101,001,000
Accumulated amortization	48,106,000	29,611,000
Lease financing obligation	30,900,000	28,900,000
Property and equipment capitalized but not placed in service	4,300,000	5,300,000
Total depreciation and amortization expense	23,345,000	17,646,000	$ 13,213,000
Capitalized Facility Lease
Property, Plant and Equipment [Line Items]
Property and equipment, gross	39,302,000	39,154,000
Interest costs capitalized related to premises	0	2,000,000	0
Accumulated amortization	1,200,000	200,000
Depreciation and amortization expense	1,000,000	200,000
Property and Equipment
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expense	19,300,000	13,500,000	8,900,000
Software Development
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 14,700,000	$ 8,800,000	$ 5,700,000

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Intangible assets
Gross Carrying Value	$ 42,290	$ 42,290
Accumulated amortization	(22,516)	(18,475)
Net Carrying Value	19,774	23,815
Acquired technology and domain name
Intangible assets
Gross Carrying Value	31,090	31,090
Accumulated amortization	(16,876)	(13,835)
Net Carrying Value	14,214	17,255
Customer relationships
Intangible assets
Gross Carrying Value	6,300	6,300
Accumulated amortization	(3,925)	(3,252)
Net Carrying Value	2,375	3,048
Tradenames
Intangible assets
Gross Carrying Value	4,900	4,900
Accumulated amortization	(1,715)	(1,388)
Net Carrying Value	$ 3,185	$ 3,512

Intangible Assets - Schedule 45

Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Total amortization	$ 4,041	$ 4,134	$ 4,251
Acquired technology and domain name
Finite-Lived Intangible Assets [Line Items]
Total amortization	3,041	3,047	3,164
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Total amortization	673	760	760
Trade names
Finite-Lived Intangible Assets [Line Items]
Total amortization	$ 327	$ 327	$ 327

Intangible Assets - Schedule 46

Intangible Assets - Schedule of Expected Amortization Expense with Respect to Intangible Assets (Details 2) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Amortization expense for each of the five years through December 31, 2020 and thereafter
2,017	$ 3,862
2,018	3,861
2,019	3,791
2,020	3,787
2,021	2,922
Thereafter	1,551
Net Carrying Value	$ 19,774	$ 23,815

Credit Facility - February 2015

Credit Facility - February 2015 Amended Credit Facility (Details)	1 Months Ended
	Feb. 28, 2015USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Letter of Credit
Line of Credit Facility [Line Items]
Revolving credit facility	$ 10,000,000
Third Amended Credit Facility
Line of Credit Facility [Line Items]
Revolving credit facility	35,000,000
Increase in revolving credit facility (up to)	15,000,000
Aggregate maximum of revolving credit facility	$ 50,000,000
Adjusted quick ratio (at least)	1.5
Maximum consolidated leverage ratio, upper end of the range	3
Maximum consolidated leverage ratio, lower end of the range	2.50
Fixed charge coverage ratio (at least)	1.25
Outstanding amount under the credit facility		$ 0	$ 0
Amount available under the credit facility		30,700,000	30,400,000
Letters of credit outstanding under the subfacility		$ 4,300,000	$ 4,600,000
Third Amended Credit Facility | Minimum
Line of Credit Facility [Line Items]
Unused revolving line facility fee (as a percent)	0.00%
Third Amended Credit Facility | Maximum
Line of Credit Facility [Line Items]
Unused revolving line facility fee (as a percent)	0.20%
Third Amended Credit Facility | Prime Rate | Minimum
Line of Credit Facility [Line Items]
Interest rate	(0.25%)
Third Amended Credit Facility | Prime Rate | Maximum
Line of Credit Facility [Line Items]
Interest rate	0.50%
Third Amended Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum
Line of Credit Facility [Line Items]
Interest rate	1.75%
Third Amended Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum
Line of Credit Facility [Line Items]
Interest rate	2.50%

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Future Minimum Payments for Obligations and Rent Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Sublease Income
Rent expense, net of sublease income	$ 7,400	$ 6,300	$ 2,800
Office Lease Obligations
Lease Commitments
2,017	9,749
2,018	10,134
2,019	10,426
2,020	9,415
2,021	7,863
Thereafter	39,657
Total minimum lease payments	87,244
Sublease Income
2,017	(1,494)
2,018	(1,827)
2,019	(1,668)
2,020	(1,091)
2,021	0
Thereafter	0
Total minimum lease payments	$ (6,080)

Commitments and Contingencies49

Commitments and Contingencies - San Francisco Office Lease (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	May 31, 2014	Dec. 31, 2015	Dec. 31, 2016
Operating Leased Assets [Line Items]
Property and equipment net, capitalized		$ 71,390	$ 66,941
Lease financing obligations, current and noncurrent		28,900	30,900
Lease
Operating Leased Assets [Line Items]
Expected cumulative base rent over initial lease term			87,244
San Francisco Office
Operating Leased Assets [Line Items]
Total future minimum lease commitments period	10 years
Standby letter of credit	$ 800
Lease financing obligations, current and noncurrent		$ 6,800	6,800
Estimated useful life		40 years
San Francisco Office | Debt Redemption Period August 1, 2017 to August 1, 2020
Operating Leased Assets [Line Items]
Amount of annual reduction of letter of credit	200
San Francisco Office | Lease
Operating Leased Assets [Line Items]
Expected cumulative base rent over initial lease term	$ 7,000
Capitalized facility leases | San Francisco Office
Operating Leased Assets [Line Items]
Property and equipment net, capitalized		$ 8,500	$ 8,700

Commitments and Contingencies50

Commitments and Contingencies - Santa Monica Office Lease (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2014	Dec. 31, 2015	Dec. 31, 2016
Operating Leased Assets [Line Items]
Property and equipment net, capitalized		$ 71,390	$ 66,941
Lease Financing Obligation Current and Noncurrent Amount		28,900	30,900
Lease
Operating Leased Assets [Line Items]
Expected cumulative base rent over initial lease term			87,244
Santa Monica Office
Operating Leased Assets [Line Items]
Total future minimum lease commitments period	15 years
Standby letter of credit	$ 3,500
Lease Financing Obligation Current and Noncurrent Amount		$ 22,100	24,000
Estimated useful life		40 years
Santa Monica Office | Debt Redemption Period October 1, 2019 to October 1, 2025
Operating Leased Assets [Line Items]
Amount of annual reduction of letter of credit	1,200
Santa Monica Office | Lease
Operating Leased Assets [Line Items]
Expected cumulative base rent over initial lease term	$ 36,000
Capitalized facility leases | Santa Monica Office
Operating Leased Assets [Line Items]
Property and equipment net, capitalized		$ 30,400	$ 30,600

Commitments and Contingencies51

Commitments and Contingencies - Austin Office Lease (Details) - Austin Office Lease [Member] - Office ft² in Thousands, $ in Millions	1 Months Ended
	May 31, 2016USD ($)ft²extension
Operating Leased Assets [Line Items]
Area of office building leased (in square feet) | ft²	38
Term of lease	10 years
Number of lease extensions available | extension	2
Period of time for lease extensions	5 years
Expected cumulative base rent over initial lease term | $	$ 9.9

Commitments and Contingencies52

Commitments and Contingencies - Schedule of Lease Exit Charges and Related Liability Balances (Details) - Lease Exit Costs - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Lease Exit Costs
Beginning balance	$ 1,988	$ 0
Expense	3,065	2,232
Cash Payments	(2,396)	(244)
Ending balance	$ 2,657	$ 1,988

Commitments and Contingencies53

Commitments and Contingencies - Legal Proceedings (Details) $ in Millions	Jun. 15, 2015defendant	May 27, 2015defendant	Mar. 09, 2015USD ($)
NY Lanham Act Litigation
Loss Contingencies [Line Items]
Amount in damages (more than) | $			$ 250
Federal Securities Litigation
Loss Contingencies [Line Items]
Number of defendants | defendant	2	2

Commitments and Contingencies54

Commitments and Contingencies - Employment Contracts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Other Commitments [Line Items]
Severance costs	$ 1,783	$ 3,732
Payments for Severance	(4,215)	(929)
Remaining severance liability	371	2,803	$ 0
Selling and Marketing Expense
Other Commitments [Line Items]
Severance costs	500
Technology And Development
Other Commitments [Line Items]
Severance costs	$ 1,300
Employment Contracts
Other Commitments [Line Items]
Period of severance obligations (up to)	12 months
Remaining severance liability	$ 200
Employment Contracts | Former CEO
Other Commitments [Line Items]
Bonus		100
Severance costs		500
Annual fee		100
Remaining severance liability	200	900
Employment Contracts | Former Executive-Level Employees
Other Commitments [Line Items]
Severance costs		2,500
Remaining severance liability	$ 0	1,900
Employment Contracts | Sales and Marketing and General and Administrative Expenses
Other Commitments [Line Items]
Liquidity bonuses			$ 2,600
Employment Contracts | General and Administrative Expenses | Former CEO
Other Commitments [Line Items]
Severance costs		900
Employment Contracts | General and Administrative Expenses | Former Executive-Level Employees
Other Commitments [Line Items]
Severance costs		1,700
Employment Contracts | Selling and Marketing Expense | Former Executive-Level Employees
Other Commitments [Line Items]
Severance costs		400
Employment Contracts | Technology And Development | Former Executive-Level Employees
Other Commitments [Line Items]
Severance costs		$ 400

Commitments and Contingencies55

Commitments and Contingencies - Software Subscription License Agreement (Details) - USD ($) $ in Thousands	1 Months Ended
	Aug. 31, 2014	Dec. 31, 2016
Other Commitments [Line Items]
Purchase obligations		$ 7,037
Software Subscription License
Other Commitments [Line Items]
Total amount of software license	$ 4,900
Support Services Agreement
Other Commitments [Line Items]
Support service package period	3 years
Purchase obligations	$ 2,400

Commitments and Contingencies56

Commitments and Contingencies - Schedule of Purchase Obligations (Details) $ in Thousands	Dec. 31, 2016USD ($)
Purchase obligations
Total	$ 7,037
Less Than 1 Year	3,994
1 - 3 Years	3,043
3 - 5 Years	0
More Than 5 Years	$ 0

Stockholders' Equity - Initial

Stockholders' Equity - Initial Public Offering and Follow-on Public Offering (Details) - Common Stock $ / shares in Units, $ in Millions	May 02, 2014	Nov. 30, 2014USD ($)$ / sharesshares	May 31, 2014USD ($)$ / sharesshares	Dec. 31, 2014shares
Class of Stock [Line Items]
Shares sold				8,941,250
Shares of common stock issued for conversion of series A preferred			2,857,143
Issuance of common stock in follow-on offering, net of underwriting discounts and offering costs (in shares)				1,960,390
IPO
Class of Stock [Line Items]
Shares sold			8,941,250
Public offering price (in dollars per share) | $ / shares			$ 9
Net proceeds | $			$ 69.2
Over-Allotment Option
Class of Stock [Line Items]
Shares sold			1,166,250
Follow On Public Offering
Class of Stock [Line Items]
Public offering price (in dollars per share) | $ / shares		$ 17
Issuance of common stock in follow-on offering, net of underwriting discounts and offering costs (in shares)		1,960,390
Shares sold		5,402,601
Net proceeds | $		$ 30.8
Conversion of convertible preferred stock
Class of Stock [Line Items]
Reverse split of common stock	0.6667

Stockholders' Equity - Series A

Stockholders' Equity - Series A Preferred Stock and Stock Repurchases (Details) $ / shares in Units, $ in Millions	1 Months Ended		12 Months Ended
	May 31, 2014shares	Nov. 30, 2013USD ($)$ / sharesshares	Dec. 31, 2014shares	Dec. 31, 2016shares	Dec. 31, 2015shares	Dec. 31, 2012shares
Convertible Preferred Stock and Stockholders' Equity
Common stock, shares authorized		150,000,000		1,000,000,000	1,000,000,000	147,000,000
Common Stock
Convertible Preferred Stock and Stockholders' Equity
Shares sold			8,941,250
Shares of common stock issued for conversion of Series A	2,857,143
Vulcan
Convertible Preferred Stock and Stockholders' Equity
Aggregate purchase price for preferred stock and warrants | $		$ 30
Vulcan | Common Stock Purchase Warrants
Convertible Preferred Stock and Stockholders' Equity
Number of shares that may be purchased under warrant		666,666
Exercise price of warrants (in dollars per share) | $ / shares		$ 15
Series A
Convertible Preferred Stock and Stockholders' Equity
Preferred stock, shares authorized		4,500,000
Series A | Vulcan
Convertible Preferred Stock and Stockholders' Equity
Shares sold		2,857,143
Private placement price per share (in dollars per share) | $ / shares		$ 10.50
Conversion ratio	1

Stockholders' Equity - Warrants

Stockholders' Equity - Warrants Issued to USAA and Third Party Marketing Firm (Details) $ / shares in Units, $ in Thousands	May 01, 2014tranche$ / sharesshares	Jan. 01, 2012$ / sharesshares	Feb. 25, 2011$ / sharesshares	Jun. 25, 2010$ / sharesshares	Mar. 31, 2015shares	May 31, 2014USD ($)shares	Dec. 31, 2016USD ($)shares	Dec. 31, 2015USD ($)shares	Dec. 31, 2014USD ($)shares	Dec. 31, 2011shares	Nov. 24, 2009$ / sharesshares
Convertible Preferred Stock and Stockholders' Equity
Warrant expense | $							$ 46	$ (803)	$ 9,861
Proceeds from exercise of warrants | $							$ 0	0	$ 9,461
Common Stock Purchase Warrants | Third Party Marketing Firm
Convertible Preferred Stock and Stockholders' Equity
Exercise price of warrants (in dollars per share) | $ / shares			$ 6.02
Maximum number of shares under warrant agreement			1,433,333		1,433,333
Period of warrant			8 years
Number of shares under warrants that have been earned									343,665
Shares issued for exercise of warrants					959,676
Common Stock Purchase Warrants | Third Party Marketing Firm | Selling and Marketing Expense
Convertible Preferred Stock and Stockholders' Equity
Warrant expense | $									$ 2,300
Common Stock Purchase Warrants | Third Party Marketing Firm | Minimum
Convertible Preferred Stock and Stockholders' Equity
Expected life									4 years 9 months 18 days
Risk-free interest rate									1.51%
Volatility (as a percent)									46.60%
Common Stock Purchase Warrants | Third Party Marketing Firm | Maximum
Convertible Preferred Stock and Stockholders' Equity
Expected life									5 years 1 month 6 days
Risk-free interest rate									1.70%
Volatility (as a percent)									48.10%
USAA
Convertible Preferred Stock and Stockholders' Equity
Warrants earned and outstanding (in shares)							509,642
Remaining warrants available for issuance (in shares)							949,337
USAA | Common Stock Purchase Warrants
Convertible Preferred Stock and Stockholders' Equity
Warrant expense | $							$ 100	$ 200	$ 5,700
Number of shares under warrants that have been earned							10,666	71,330	631,449
Shares issued for exercise of warrants						3,265,168
Proceeds from exercise of warrants | $						$ 9,500
USAA | Common Stock Purchase Warrants | Warrant Agreement In March 2009
Convertible Preferred Stock and Stockholders' Equity
Shares that may be purchased under warrant											961,482
Exercise price of warrants (in dollars per share) | $ / shares											$ 0.83
USAA | Common Stock Purchase Warrants | Warrants Agreement in June 2010
Convertible Preferred Stock and Stockholders' Equity
Shares that may be purchased under warrant										1,653,333
Exercise price of warrants (in dollars per share) | $ / shares				$ 2.12
Maximum number of shares under warrant agreement				1,653,333
USAA | Common Stock Purchase Warrants | Warrants Agreement in January 2012
Convertible Preferred Stock and Stockholders' Equity
Exercise price of warrants (in dollars per share) | $ / shares		$ 7.95
Maximum number of shares under warrant agreement		1,042,666
Period of warrant		8 years
Period of warrant after expiration of the affinity agreement		90 days
USAA | Common Stock Purchase Warrants | Affinity Group Marketing Agreement
Convertible Preferred Stock and Stockholders' Equity
Maximum number of shares under warrant agreement	1,458,979
Number of warrant tranches | tranche	2
USAA | Common Stock Purchase Warrants | Affinity Group Marketing Agreement | Tranche One
Convertible Preferred Stock and Stockholders' Equity
Exercise price of warrants (in dollars per share) | $ / shares	$ 7.95
Maximum number of shares under warrant agreement	392,313
USAA | Common Stock Purchase Warrants | Affinity Group Marketing Agreement | Tranche Two
Convertible Preferred Stock and Stockholders' Equity
Exercise price of warrants (in dollars per share) | $ / shares	$ 15
Maximum number of shares under warrant agreement	1,066,666

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Assumptions used for Fair Value of Warrants (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Class of Stock [Line Items]
Contractual life	5 years 11 months 16 days	6 years 11 days	6 years 2 months 27 days
Dividend yield	0.00%	0.00%	0.00%
USAA | Common Stock Purchase Warrants
Class of Stock [Line Items]
Minimum risk-free interest rate	1.13%	1.51%	0.02%
Maximum risk-free interest rate	1.98%	2.03%	2.33%
Minimum expected volatility	46.70%	47.80%	48.50%
Maximum expected volatility	48.80%	54.20%	57.50%
Dividend yield	0.00%	0.00%	0.00%
USAA | Common Stock Purchase Warrants | Minimum
Class of Stock [Line Items]
Contractual life	5 years 3 months 29 days	6 years 3 months 18 days	3 months 18 days
USAA | Common Stock Purchase Warrants | Maximum
Class of Stock [Line Items]
Contractual life	6 years 3 months	7 years 2 months 12 days	8 years

Stockholders' Equity - Warran61

Stockholders' Equity - Warrants Issued to Financial Institution, Vulcan, Service Provider (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended				12 Months Ended
	Dec. 31, 2015	Jun. 30, 2014	May 31, 2014	Nov. 30, 2013	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Aug. 29, 2013
Convertible Preferred Stock and Stockholders' Equity
Amount drawn on credit facility					$ 0	$ 0	$ 5,000
Warrant expense					$ 46	$ (803)	$ 9,861
Vulcan
Convertible Preferred Stock and Stockholders' Equity
Aggregate proceeds from issuance of Series A				$ 30,000
Common Stock Purchase Warrants | Service Provider
Convertible Preferred Stock and Stockholders' Equity
Exercise price of warrants (in dollars per share)			$ 12.81
Number of shares under warrant agreement (up to)	187,500		333,333
Vesting period			4 years
Expiration period			5 years
Early expiration period			12 months
Outstanding common stock warrants	145,833					145,833
Total number of warrants earned under agreement						112,500	33,333
Warrant expense							$ 1,700
Common Stock Purchase Warrants | Service Provider | Selling and Marketing Expense
Convertible Preferred Stock and Stockholders' Equity
Reduction in warrant expense						$ 1,000
Common Stock Purchase Warrants | Service Provider | Minimum
Convertible Preferred Stock and Stockholders' Equity
Expected life						1 year	4 years 4 months 24 days
Risk-free interest rate						0.52%	1.48%
Volatility (as a percent)						44.10%	54.80%
Common Stock Purchase Warrants | Service Provider | Maximum
Convertible Preferred Stock and Stockholders' Equity
Expected life						4 years	5 years
Risk-free interest rate						1.28%	1.55%
Volatility (as a percent)						48.90%	56.80%
Common Stock Purchase Warrants | Vulcan
Convertible Preferred Stock and Stockholders' Equity
Shares that may be purchased under warrant				666,666
Exercise price of warrants (in dollars per share)				$ 15
Common Stock Purchase Warrants | Revolving Credit Facility
Convertible Preferred Stock and Stockholders' Equity
Shares that may be purchased under warrant								66,666
Exercise price of warrants (in dollars per share)								$ 7.92
Number of shares exercised through a net settlement		66,666
Shares issued for exercise of warrants		27,526

Stockholders' Equity - Other Eq

Stockholders' Equity - Other Equity Awards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Compensation expense	$ 24,739	$ 42,563	$ 29,333
Former CEO
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Compensation expense		$ 7,700

Stockholders' Equity - Reserve

Stockholders' Equity - Reserve for Unissued Shares of Common Stock (Details)	Dec. 31, 2016shares
Equity [Abstract]
Outstanding stock options	24,541,512
Outstanding restricted stock units	4,339,320
Outstanding common stock warrants	1,458,979
Additional shares available for grant under equity plan	3,254,115
Total	33,593,926

Stock-based Awards - Narrative

Stock-based Awards - Narrative (Details) $ / shares in Units, $ in Thousands	Jan. 01, 2017shares	Nov. 30, 2015USD ($)$ / sharesshares	Dec. 31, 2015$ / sharesshares	May 31, 2014shares	Dec. 31, 2015former_executive$ / sharesshares	Mar. 31, 2015shares	Dec. 31, 2016USD ($)equity_incentive_plan$ / sharesshares	Dec. 31, 2015USD ($)$ / sharesshares	Dec. 31, 2014USD ($)$ / sharesshares
Stock-based Awards
Number of equity incentive plans | equity_incentive_plan							4
Shares canceled and available for future issuance							3,254,115
Total stock-based compensation expense | $							$ 24,739	$ 42,563	$ 29,333
Outstanding stock options (in shares)							24,541,512
Number of non-vested RSUs (in shares)							4,339,320
Former CEO
Stock-based Awards
Shares canceled and available for future issuance		1,333,332
Total stock-based compensation expense | $								7,700
Weighted average exercise price (in dollars per share) | $ / shares		$ 45
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares		1,401,553
Payments for surrender and cancellation of options | $		$ 100
Former Executive
Stock-based Awards
Total stock-based compensation expense | $								$ 3,000
Number of former executives | former_executive					4
Former President
Stock-based Awards
Shares canceled and available for future issuance			309,722		309,722			309,722
Total stock-based compensation expense | $								$ 2,100
Weighted average exercise price (in dollars per share) | $ / shares			$ 13.17
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares			252,431		252,431			252,431
Common Stock
Stock-based Awards
Closing price of common stock (in dollars per share) | $ / shares							$ 12.50
Options to Purchase Common Stock
Stock-based Awards
Shares of common stock, grants to purchase							4,812,332
Total remaining stock-based compensation expense for unvested option awards | $							$ 33,100
Weighted-average period							2 years 11 months 19 days
Weighted-average grant-date fair value per share of options granted (in dollars per share) | $ / shares							$ 4.50	$ 4.76	$ 6.32
Total stock-based compensation expense | $							$ 14,800	$ 34,000	$ 27,200
Total intrinsic value of options exercised | $							$ 8,500	$ 19,200	$ 57,100
Weighted average exercise price (in dollars per share) | $ / shares							$ 9.56
Outstanding stock options (in shares)			24,277,901		24,277,901		24,541,512	24,277,901
Weighted average exercise price (in dollars per share) | $ / shares			$ 8.12		$ 8.12		$ 8.29	$ 8.12
Options to Purchase Common Stock | Stock Options Performance 2
Stock-based Awards
Shares of common stock, grants to purchase									2,776,114
Vesting period								48 months
Weighted average exercise price (in dollars per share) | $ / shares									$ 12.81
Outstanding stock options (in shares)									2,241,796
Weighted average exercise price (in dollars per share) | $ / shares									$ 12.81
Shares forfeited						288,406
Options to Purchase Common Stock | Stock Options Performance
Stock-based Awards
Grant date fair values of awards | $									$ 20,100
Restricted Stock Units (RSUs)
Stock-based Awards
Total remaining stock-based compensation expense for unvested option awards | $							$ 30,700
Weighted-average period							2 years 11 months 27 days
Total stock-based compensation expense | $							$ 9,900	$ 8,600	2,000
Fair value of shares of restricted stock awards vested | $							$ 11,800	$ 6,500	$ 300
Weighted average grant date fair value (in dollars per share) | $ / shares							$ 7.37	$ 8.17	$ 12.35
Shares granted							2,711,392
Number of non-vested RSUs (in shares)			3,747,340		3,747,340		4,339,320	3,747,340
Weighted average grant date fair value (in dollars per share) | $ / shares			$ 8.18		$ 8.18		$ 7.85	$ 8.18
Restricted Stock Units (RSUs) | Former CEO
Stock-based Awards
Number of non-vested RSUs (in shares)		154,088
Restricted Stock Units (RSUs) | Former Executive
Stock-based Awards
Shares of common stock, accelerated vesting of stock					48,113
Restricted Stock Units (RSUs) | Former President
Stock-based Awards
Number of non-vested RSUs (in shares)			57,679		57,679			57,679
Stock Option | Former Executive
Stock-based Awards
Shares of common stock, accelerated vesting of stock					337,111
Restricted Stock Units Containing Two Step Vesting Condition
Stock-based Awards
Shares forfeited						73,939
Weighted average grant date fair value (in dollars per share) | $ / shares									$ 10.04
Shares granted									720,146
Number of non-vested RSUs (in shares)									583,537
Weighted average grant date fair value (in dollars per share) | $ / shares									$ 10.07
2014 Plan
Stock-based Awards
Annual increase in the number of shares available for future issuance under the terms of the plan agreement				10,000,000
Annual increase in the number of shares available for future issuance expressed as a percentage of the total outstanding shares of common stock as of the last day of the previous fiscal year				5.00%
2014 Plan | Options to Purchase Common Stock
Stock-based Awards
Vesting period				4 years
Expiration period				10 years
2014 Plan | Restricted Stock Units (RSUs) | Minimum
Stock-based Awards
Vesting period				4 years
2014 Plan | Restricted Stock Units (RSUs) | Maximum
Stock-based Awards
Vesting period				5 years
2014 Plan | Subsequent event
Stock-based Awards
Additional shares registered (in shares)	4,307,976
Inducement Plan
Stock-based Awards
Shares canceled and available for future issuance			0		0			0
Shares of common reserved for issuance under non-qualified stock options							1,840,000
Shares of common stock, grants to purchase								1,840,000
Vesting period								4 years
Expiration period								10 years

Stock-based Awards - Schedule o

Stock-based Awards - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Number of Options
Outstanding at the end of the period (in shares)	24,541,512
Options to Purchase Common Stock
Number of Options
Outstanding at the beginning of period (in shares)	24,277,901
Granted (in shares)	4,812,332
Exercised (in shares)	(1,911,723)
Canceled/forfeited (in shares)	(2,636,998)
Outstanding at the end of the period (in shares)	24,541,512	24,277,901
Vested and expected to vest at the end of the period (in shares)	24,541,512
Exercisable at the end of the period (in shares)	16,700,882
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)	$ 8.12
Granted (in dollars per share)	9.56
Exercised (in dollars per share)	4.77
Canceled/forfeited (in dollars per share)	11.54
Outstanding at the end of the period (in dollars per share)	8.29	$ 8.12
Vested and expected to vest at the end of the period (in dollars per share)	8.29
Exercisable at the end of the period (in dollars per share)	$ 7.56
Weighted-Average Remaining Contractual Life
Outstanding at the end of the period	5 years 5 months 27 days	5 years 7 months 13 days
Vested and expected to vest at the end of the period	5 years 5 months 27 days
Exercisable at the end of the period	3 years 11 months 9 days
Aggregate Intrinsic Value
Intrinsic value of all outstanding options	$ 110.5
Intrinsic value of options vested and expected to vest	110.5
Intrinsic value of exercisable options	$ 86.8

Stock-based Awards - Schedule66

Stock-based Awards - Schedule of Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Number of Shares
Non-vested at the end of the period (in dollars per share)	4,339,320
Weighted-Average Grant Date Fair Value
Total stock-based compensation expense	$ 24,739	$ 42,563	$ 29,333
Restricted Stock Units (RSUs)
Stock-based Awards
Fair value of shares of restricted stock awards vested	$ 11,800	$ 6,500	$ 300
Number of Shares
Non-vested at the beginning of period (in shares)	3,747,340
Granted (in shares)	2,711,392
Vested (in shares)	(1,370,672)
Canceled/forfeited (in shares)	(748,740)
Non-vested at the end of the period (in dollars per share)	4,339,320	3,747,340
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)	$ 8.18
Granted (in dollars per share)	7.37	$ 8.17	$ 12.35
Vested (in dollars per share)	8.06
Canceled/forfeited (in dollars per share)	7.38
Non-vested at the end of the period (in dollars per share)	$ 7.85	$ 8.18
Total stock-based compensation expense	$ 9,900	$ 8,600	$ 2,000

Stock-based Awards - Schedule67

Stock-based Awards - Schedule of Fair Value of Stock Option Award (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Risk-free interest rate	1.32%	1.66%	1.93%
Expected term	5 years 11 months 16 days	6 years 11 days	6 years 2 months 27 days
Expected volatility (as a percent)	49.00%	49.00%	58.00%
Dividend yield	0.00%	0.00%	0.00%

Stock-based Awards - Schedule68

Stock-based Awards - Schedule of Stock-based Compensation Cost Relating to Stock Options, Restricted Stock Awards, and RSUs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 24,739	$ 42,563	$ 29,333
Amount capitalized to internal-use software	1,012	1,325	1,249
Total stock-based compensation cost	25,751	43,888	30,582
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	960	792	454
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	5,837	4,493	4,743
Technology and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	4,398	4,294	5,013
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 13,544	$ 32,984	$ 19,123

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of the Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Current:
Federal	$ 0	$ 0	$ 0
State	74	25	63
Total current provision	74	25	63
Deferred:
Federal	547	547	540
State	34	34	37
Total deferred provision	581	581	577
Total income tax provision	$ 655	$ 606	$ 640

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Jan. 01, 2016	Dec. 31, 2013
Operating Loss Carryforwards [Line Items]
Income tax provision	$ 655	$ 606	$ 640
Statutory federal rate	34.00%	34.00%	34.00%
Valuation allowance	$ 115,689	$ 84,167	$ 64,449		$ 47,858
Full valuation allowance against tax benefits	124,872	$ 95,397
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	176,500
State and Local Jurisdiction | Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit carryforwards	400
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	250,200
Federal | Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit carryforwards	$ 800
Adjustments for New Accounting Principle, Early Adoption
Operating Loss Carryforwards [Line Items]
Full valuation allowance against tax benefits				$ 18,000

Income Taxes - Schedule of Over

Income Taxes - Schedule of Overall Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Income tax benefit based on the federal statutory rate	34.00%	34.00%	34.00%
State income taxes, net of federal benefit (as a percent)	3.20%	2.40%	2.00%
Nondeductible expenses (as a percent)	(1.70%)	(0.30%)	(0.70%)
Change in valuation allowance (as a percent)	(33.00%)	(30.70%)	(34.70%)
Stock-based compensation (as a percent)	(4.10%)	(6.40%)	(2.00%)
Other (as a percent)	0.00%	0.10%	0.10%
Overall effective income tax rate	(1.60%)	(0.90%)	(1.30%)

Income Taxes - Schedule of Co72

Income Taxes - Schedule of Components of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Deferred income tax assets:
Net operating loss carryforwards	$ 95,342	$ 66,340
Stock-based compensation	25,278	24,192
Accrued expenses	3,338	4,016
Research and development tax credits	543	543
Other	371	306
Gross deferred tax assets	124,872	95,397
Valuation allowance	(115,689)	(84,167)	$ (64,449)	$ (47,858)
Net deferred tax assets	9,183	11,230
Deferred tax liabilities:
Property, equipment and software	(5,424)	(6,734)
Intangible assets and goodwill	(6,753)	(6,909)
Gross deferred tax liabilities	(12,177)	(13,643)
Total net deferred tax liabilities	$ (2,994)	$ (2,413)

Income Taxes - Schedule of Chan

Income Taxes - Schedule of Change in Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Deferred Tax Assets, Net of Valuation Allowance [Abstract]
Valuation allowance, at beginning of year	$ 84,167	$ 64,449	$ 47,858
Valuation allowance, at beginning of year, as adjusted	102,126	64,449	47,858
Increase in valuation allowance	13,563	19,718	16,591
Valuation allowance, at end of year	115,689	84,167	64,449
Valuation Allowance of Deferred Tax Assets
Deferred Tax Assets, Net of Valuation Allowance [Abstract]
Increase in valuation allowance- share-based compensation guidance impact	$ 17,959	$ 0	$ 0

Income Taxes - Schedule of Reco

Income Taxes - Schedule of Reconciliation of Total Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefit, beginning of year	$ 3	$ 46	$ (4)
Additions based on current year tax positions	0	0	21
Additions for prior years' tax positions	0	0	29
Settlements with tax authorities	0	(13)	0
Reductions for prior years' tax positions	0	(30)	0
Unrecognized tax benefit, end of year	$ 3	$ 3	$ 46

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share [Abstract]
Net loss	$ (41,708)	$ (64,911)	$ (48,429)
Weighted-average common shares outstanding	84,483	81,914	70,837
Net loss per share — basic and diluted (in dollars per share)	$ (0.49)	$ (0.79)	$ (0.68)

Net Loss Per Share - Schedule76

Net Loss Per Share - Schedule of Anti-dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share (Details 2) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
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 attributable to common stockholders	30,340	29,656	30,344
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 attributable to common stockholders	24,542	24,278	25,590
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 attributable to common stockholders	1,459	1,631	3,926
Unvested restricted stock 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 attributable to common stockholders	4,339	3,747	828

Employee Benefit Plan (Details)

Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Matching contributions to 401(k) savings retirement plan	$ 2.1	$ 1.7	$ 1.2

Related Party Transactions -Tra

Related Party Transactions -Transactions with Stakeholders (Details) $ in Millions	12 Months Ended
	Dec. 31, 2014USD ($)
Dealertrack | Cost of Revenue
Related Party Transaction [Line Items]
Costs under agreement	$ 0.4

Related Party Transactions - Se

Related Party Transactions - Service Provider (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Marketing Firm With Related Officer | Selling and Marketing Expense
Related Party Transaction [Line Items]
Sales and marketing expense	$ 6.8	$ 4.2

Related Party Transactions - Tr

Related Party Transactions - Transactions with USAA (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Related Party Transaction [Line Items]
Amounts due from related party	$ 393	$ 328
USAA
Related Party Transaction [Line Items]
Amounts due from related party	400	300
Total amounts due	3,900	7,800
Related party payables	2,925	7,490
Related party accrued expense and other current liabilities	992	318
USAA | Selling and Marketing Expense
Related Party Transaction [Line Items]
Sales and marketing expense	$ 13,900	$ 14,000	$ 15,200

Revenue Information (Details)

Revenue Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenue Information
Total revenues	$ 277,507	$ 259,838	$ 206,649
Transaction revenue
Revenue Information
Total revenues	259,516	241,395	189,353
Forecasts, consulting and other revenue
Revenue Information
Total revenues	$ 17,991	$ 18,443	$ 17,296