TrueCar (TRUE) 10-Q 9 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 03, 2017
Document and Entity Information
Entity Registrant Name	TrueCar, Inc.
Entity Central Index Key	1,327,318
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		99,986,517

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 196,402	$ 107,721
Accounts receivable, net of allowances of $3,094 and $2,600 at September 30, 2017 and December 31, 2016, respectively (includes related party receivables of $218 and $393 at September 30, 2017 and December 31, 2016, respectively)	39,587	36,867
Prepaid expenses	7,114	6,044
Other current assets	2,821	2,278
Total current assets	245,924	152,910
Property and equipment, net	68,380	66,941
Goodwill	53,270	53,270
Intangible assets, net	16,878	19,774
Other assets	1,589	1,553
Total assets	386,041	294,448
Current liabilities
Accounts payable (includes related party payables of $4,353 and $2,925 at September 30, 2017 and December 31, 2016, respectively)	21,309	13,827
Accrued employee expenses	6,692	8,951
Accrued expenses and other current liabilities (includes related party accrued expenses of $49 and $992 at September 30, 2017 and December 31, 2016, respectively)	10,954	12,583
Total current liabilities	38,955	35,361
Deferred tax liabilities	3,393	2,994
Lease financing obligations, net of current portion	29,086	28,833
Other liabilities	3,474	2,679
Total liabilities	74,908	69,867
Commitments and contingencies (Note 6)
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at September 30, 2017 and December 31, 2016, respectively; no shares issued and outstanding at September 30, 2017 and December 31, 2016	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at September 30, 2017 and December 31, 2016; 99,892,583 and 86,159,527 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	10	9
Additional paid-in capital	653,732	542,807
Accumulated deficit	(342,609)	(318,235)
Total stockholders’ equity	311,133	224,581
Total liabilities and stockholders’ equity	$ 386,041	$ 294,448

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivables- current	$ 3,094	$ 2,600
Related party accounts receivable- current	218	393
Related party accounts payable- current	4,353	2,925
Related party accrued expenses and other current liabilities	$ 49	$ 992
Preferred stock, par value ( in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, share issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per shares)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	99,892,583	86,159,527
Common stock, shares outstanding (in shares)	99,892,583	86,159,527

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Revenues	$ 82,440	$ 75,139	$ 240,016	$ 203,426
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented separately below)	7,088	6,320	20,610	18,910
Sales and marketing (includes related party expenses of $4,207 and $3,724 for the three months ended September 30, 2017 and 2016, and $12,750 and $10,384 for the nine months ended September 30, 2017 and 2016, respectively)	48,383	42,557	137,498	112,797
Technology and development	15,357	13,153	43,117	40,315
General and administrative	14,993	13,765	44,034	45,259
Depreciation and amortization	5,765	6,035	17,517	17,807
Total costs and operating expenses	91,586	81,830	262,776	235,088
Loss from operations	(9,146)	(6,691)	(22,760)	(31,662)
Interest income	402	91	784	286
Interest expense	(654)	(645)	(1,955)	(1,885)
Loss before provision for income taxes	(9,398)	(7,245)	(23,931)	(33,261)
Provision for income taxes	121	191	443	497
Net loss	$ (9,519)	$ (7,436)	$ (24,374)	$ (33,758)
Net loss per share attributable to common stockholders:
Net loss per share, basic and diluted (in dollars per share)	$ (0.10)	$ (0.09)	$ (0.26)	$ (0.40)
Weighted average common shares outstanding, basic and diluted (in shares)	98,665	84,822	93,108	84,075
Other comprehensive loss:
Comprehensive loss	$ (9,519)	$ (7,436)	$ (24,374)	$ (33,758)

Consolidated Statements of Com5

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Sales and marketing
Costs and expenses with related parties	$ 4,207	$ 3,724	$ 12,750	$ 10,384

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands	Total	Common stock	APIC	Accumulated Deficit
Beginning Balance at Dec. 31, 2016	$ 224,581	$ 9	$ 542,807	$ (318,235)
Balance (in shares) at Dec. 31, 2016	86,159,527	86,159,527
Increase (Decrease) in Stockholders' Equity
Net loss	$ (24,374)			(24,374)
Stock Issued During Period, Value, New Issues	17,398		17,398
Stock Issued During Period, Shares, New Issues		1,150,000
Stock-based compensation	23,654		23,654
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	69,874	$ 1	69,873
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		12,583,056
Ending Balance at Sep. 30, 2017	$ 311,133	$ 10	$ 653,732	$ (342,609)
Balance (in shares) at Sep. 30, 2017	99,892,583	99,892,583

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Statement of Cash Flows [Abstract]
Net loss	$ (24,374)	$ (33,758)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,481	17,711
Deferred income taxes	399	437
Bad debt expense and other reserves	1,062	817
Stock-based compensation	22,661	18,033
Common stock warrant expense	0	13
Non-cash interest expense on lease financing obligation	312	314
Write-off and loss on disposal of fixed assets	148	392
Changes in operating assets and liabilities:
Accounts receivable	(3,782)	(2,928)
Prepaid expenses	(1,070)	(1,181)
Other current assets	(167)	(638)
Other assets	(36)	(311)
Accounts payable	7,400	(5,134)
Accrued employee expenses	(2,835)	756
Accrued expenses and other liabilities	(1,081)	1,479
Other liabilities	795	1,396
Net cash provided by (used in) operating activities	16,913	(2,602)
Cash flows from investing activities
Purchase of property and equipment	(15,194)	(12,872)
Net cash used in investing activities	(15,194)	(12,872)
Cash flows from financing activities
Proceeds from public offering, net of underwriting discounts and offering costs	17,398	0
Repurchase of common stock option awards	0	(100)
Proceeds from exercise of common stock options	71,868	5,406
Taxes paid related to net share settlement of equity awards	(2,304)	(751)
Proceeds from financing obligation drawdown	0	1,521
Net cash provided by financing activities	86,962	6,076
Net increase (decrease) in cash and cash equivalents	88,681	(9,398)
Cash and cash equivalents at beginning of period	107,721	112,371
Cash and cash equivalents at end of period	196,402	102,973
Supplemental disclosures of non-cash activities
Stock-based compensation capitalized for software development	993	760
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	909	143
Proceeds receivable from exercise of stock options included in other current assets	530	0
Taxes payable related to net share settlement of equity awards included in accrued employee expenses	$ 220	$ 0

Organization and Nature of Busi

Organization and Nature of Business	9 Months Ended
	Sep. 30, 2017
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	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Summary of significant accounting policies	Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, some information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2016 and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 1, 2017. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, the fair value of assets and liabilities assumed in business combinations, fair value of the capitalized facility leases, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, lease exit liabilities, contingencies, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engaged valuation specialists to assist with management’s determination of the valuation of its capitalized facility leases, fair values of assets and liabilities assumed in business combinations, the fair value of reporting units in connection with annual goodwill impairment testing, and in periods prior to the Company’s initial public offering, valuation of common stock. Segments The Company has one operating segment. The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer and the Chief Financial Officer, who manage the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. The CODM review financial information on a consolidated basis, accompanied by information about transaction revenue and forecasts, consulting and other revenue (Note 12). All of the Company’s principal operations, decision-making functions and assets are located in the United States. Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued guidance amending the existing accounting standard for stock-based awards in order to provide clarity and to reduce both diversity in practice and the cost and complexity of applying the existing guidance as it relates to modifications of stock-based payment awards. The new guidance will be effective for all entities for annual periods beginning after December 15, 2017 and interim periods therein, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. In January 2017, the 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 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 February 2016, the FASB issued guidance amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new guidance will be effective for public entities for annual periods beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is evaluating the methods and impact of adopting this guidance on its consolidated financial statements. In May 2014, the FASB issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace all existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the full 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 plans to adopt this guidance beginning January 1, 2018 using the cumulative effect or “modified retrospective” transition method. While the Company is continuing to assess all potential impacts of the standard, the Company has identified an impact related to the recognition of costs to obtain customer contracts. Currently, sales commissions are expensed as incurred. Under the new revenue standard, certain sales commissions will be deferred and recognized over a period of time. The Company continues to evaluate the new revenue standard and is assessing the impact this identified difference in accounting treatment may have on the consolidated financial statements.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair value measurements	Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities or funds. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value because of the short maturity of these items. The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 by level within the fair value hierarchy. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At September 30, 2017 At December 31, 2016 Level 1 Total Fair Level 1 Total Fair Cash equivalents $ 196,217 $ 196,217 $ 107,721 $ 107,721 Total Assets $ 196,217 $ 196,217 $ 107,721 $ 107,721

Property and Equipment, net

Property and Equipment, net	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Property and equipment, net	Property and Equipment, net Property and equipment consisted of the following at September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, Computer equipment, software, and internally developed software $ 79,316 $ 65,973 Furniture and fixtures 4,679 3,705 Leasehold improvements 7,108 6,067 Capitalized facility leases 39,302 39,302 130,405 115,047 Less: Accumulated depreciation (62,025 ) (48,106 ) Total property and equipment, net $ 68,380 $ 66,941 The Company is considered the owner, for accounting purposes only, of one of its Santa Monica, California leased office spaces and of its San Francisco, California leased office space (collectively, the “Premises”) as it had taken on certain risks of construction build cost overages above normal tenant improvement allowances. Accordingly, at September 30, 2017 and December 31, 2016 , the Company has capitalized $39.3 million related to the Premises, which represents the estimated fair value of the leased properties, additions for capitalized interest incurred during the construction periods, and capitalized costs related to improvements to the building. At September 30, 2017 and December 31, 2016 , the Company recorded accumulated amortization of $1.9 million and $1.2 million , respectively. Additionally, at September 30, 2017 and December 31, 2016 , the Company recognized a corresponding lease financing obligation of approximately $31.2 million and $30.9 million , respectively. Included in the table above are property and equipment of $5.7 million and $4.3 million at September 30, 2017 and December 31, 2016 , respectively, which are capitalizable, but had not yet been placed in service. The $5.7 million and $4.3 million balances at September 30, 2017 and December 31, 2016 , respectively, were comprised primarily of capitalized software not ready for its intended use. Total depreciation and amortization expense of property and equipment was $4.8 million and $5.0 million for the three months ended September 30, 2017 and 2016 , respectively. Total depreciation and amortization expense of property and equipment was $14.6 million and $14.7 million for the nine months ended September 30, 2017 and 2016 , respectively. Amortization of internal use capitalized software development costs was $3.4 million and $3.9 million for the three months ended September 30, 2017 and 2016 , respectively. Amortization of internal use capitalized software development costs was $10.8 million and $11.3 million for the nine months ended September 30, 2017 and 2016 , respectively.

Credit Facility

Credit Facility	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Credit facility	Credit Facility In February 2015, the Company entered into a third amended and restated loan and security agreement (“Third Amended Credit Facility”) with a financial institution for a $35.0 million secured revolving credit facility that expires on February 18, 2018. The Third Amended Credit Facility provides a $10.0 million subfacility for the issuance of letters of credit and contains an increase option permitting the Company, subject to the lender's consent, to increase the revolving credit facility by up to $15.0 million , to an aggregate maximum of $50.0 million . The Third Amended Credit Facility bears interest, at the Company’s option, at either (i) the prime rate published by The Wall Street Journal, plus a spread of -0.25% to 0.50% , or (ii) a LIBOR rate determined in accordance with the terms of the Third Amended Credit Facility, plus a spread of 1.75% to 2.50% . In each case, the spread is based on the Company’s adjusted quick ratio, which is a ratio of the Company’s cash and cash equivalents plus net billed accounts receivable to current liabilities plus all borrowings under the credit facility. Interest is due and payable quarterly in arrears for prime rate loans and on the earlier of the last day of each quarter or the end of an interest period, as defined in the Third Amended Credit Facility, for LIBOR rate loans. The Company is also obligated to pay an unused revolving line facility fee of 0.00% to 0.20% per annum based on the Company’s adjusted quick ratio. The Third Amended Credit Facility requires the Company to maintain an adjusted quick ratio of at least 1.50 to 1.00 on the last day of each quarter. If this adjusted quick ratio is not maintained, then the facility requires the Company to maintain, as measured at each quarter end, a maximum consolidated leverage ratio of 3.00 or 2.50 to 1.00 , and a fixed charge coverage ratio of at least 1.25 to 1.00 . Consolidated leverage ratio is a ratio of all funded indebtedness, including all capital lease obligations, plus all letters of credit under the facility to the Company’s Adjusted EBITDA for the trailing twelve months. Fixed charge coverage ratio is the ratio of our Adjusted EBITDA less cash paid for income taxes to our cash paid for interest plus capital expenditures for the trailing twelve months. This credit facility also limits the Company’s ability to pay dividends. At September 30, 2017 , the Company was in compliance with all financial covenants. The Company’s future material domestic subsidiaries are required, upon the lender’s request, to become co-borrowers under the credit facility. The credit facility contains acceleration clauses that accelerate any borrowings in the event of default. The obligations of the Company and its future material domestic subsidiaries are collateralized by substantially all of their respective assets, subject to certain exceptions and limitations. At September 30, 2017 and December 31, 2016 , the Company had no outstanding amounts under the Third Amended Credit Facility. The amount available was $30.7 million , reduced for the letters of credit issued and outstanding under the subfacility of $4.3 million at September 30, 2017 .

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Commitments and Contingencies 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 once the Company 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. In the second quarter of 2016, due to a deterioration in the local commercial real estate market, the Company updated its estimates of sublease rental income for these spaces and recorded additional lease exit costs. In the first quarter of 2017, the Company completed the execution of subleases for its properties and recorded a benefit of $0.1 million in lease exit costs. The benefit is recorded in general and administrative expense in the consolidated statement of comprehensive loss for the nine months ended September 30, 2017 . The remaining liability is recorded in accrued expenses and other current liabilities (current portion) and other liabilities (non-current portion) within the consolidated balance sheets. The following table presents a roll forward of the lease exit liability for the nine months ended September 30, 2017 : Lease Exit Costs Accrual at December 31, 2016 $ 2,657 Benefit (133 ) Cash Payments (1,020 ) Accrual at September 30, 2017 $ 1,504 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 for 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 in part and denied in part 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 expert discovery phase. The Company believes that the portions of the amended complaint that survived the Company’s motion to dismiss are without merit, and it intends to vigorously defend itself in this matter. We have not recorded an accrual related to this matter as of September 30, 2017 , 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 approaching the conclusion of the discovery phase and was previously scheduled for trial in August 2017. On April 3, 2017, the Court indicated that the trial date would be postponed to a future date. On May 17, 2017, the Court scheduled trial to begin on December 11, 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 September 30, 2017 , as the Company does not believe a loss is probable or reasonably estimable. 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 was 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, punitive and exemplary 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 could then proceed regarding matters related to class certification only. At a status conference held on July 25, 2017, the Court set a deadline of January 8, 2018 for the filing of the plaintiff’s motion for class certification and provided that discovery may continue to proceed regarding matters related to class certification only at this time. An additional status conference has been scheduled for January 12, 2018. The Company believes that the amended complaint is without merit, and it intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of September 30, 2017 , as the Company does not believe a loss is probable or reasonably estimable. On June 30, 2017, the Company was named as a defendant in a putative class action lawsuit filed by Kip Haas in the U.S. District Court for the Central District of California (the “Federal Consumer Class Action”). The complaint asserts claims for violation of the California Business and Professions Code, based principally on allegations of false and misleading advertising and unfair business practices. The complaint seeks an award of unspecified damages, interest, injunctive relief, and attorneys’ fees. In the complaint, the plaintiff seeks to represent a class of consumers defined as “[a]ll consumers who, between the applicable statute of limitations and the present, obtained a TrueCar ‘guaranteed’ price” and “[a]ll consumers, who, between the applicable statute of limitations and the present, obtained a TrueCar ‘guaranteed’ price pertaining to a vehicle located at Riverside Mazda.” The Company believes the complaint is without merit, and intends to vigorously defend itself in this matter in the event that a settlement is not consummated on terms agreeable to the Company. On or around October 23, 2017, the parties reached an agreement in principle to settle this matter on an individual (non-classwide) basis in exchange for the payment of an immaterial amount to Mr. Haas, which has been accrued as of September 30, 2017 . On October 18, 2017, the Company was named as a defendant in a lawsuit filed by Cox Automotive, Inc. ("Cox Automotive") in the Supreme Court of the State of New York in the County of Nassau (the “Cox Automotive Litigation”). As it relates to the Company, the complaint in the Cox Automotive Litigation seeks an award of unspecified damages, disgorgement, return of property taken or retained, injunctive relief and attorneys’ fees. The complaint in the Cox Automotive Litigation alleges that the Company engaged in tortious interference with a contractual relationship between Cox Automotive and one of its former employees, among other claims against the former Cox Automotive employee, who is also named as a defendant in the lawsuit. On October 20, 2017, the court granted a temporary restraining order prohibiting the Company from employing the former Cox Automotive employee pending the court’s ruling on the request by Cox Automotive for the entry of a preliminary injunction. Oral argument, on request by Cox Automotive for the entry of a preliminary injunction has been scheduled for November 13, 2017. The Company believes that the complaint is without merit, and it intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of September 30, 2017, as the Company does not believe a loss is probable or reasonably estimable. Employment Contracts The Company has entered into employment contracts with certain executives of the Company. Employment under these contracts is at-will employment. However, under the provisions of the contracts, the Company would incur severance obligations up to twelve months of the executive’s annual base salary for certain events such as involuntary terminations. Indemnifications In the ordinary course of business, the Company may provide indemnities of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss provisions. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. To date, there has not been a material claim paid by the Company, nor has the Company been sued in connection with these indemnification arrangements. At September 30, 2017 and December 31, 2016 , 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.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity On January 19, 2017, the Company filed a shelf registration statement on Form S-3 under which the Company may, from time to time, sell securities up to a total dollar amount of $100 million , and selling stockholders may sell, from time to time, up to 20 million of shares of common stock (“2017 Shelf Registration”). The 2017 Shelf Registration was declared effective by the SEC on February 6, 2017. On April 26, 2017, the Company entered into an underwriting agreement to sell up to 1,150,000 shares of its common stock at $16.50 per share in a public offering (including shares subject to the underwriters’ option to purchase additional shares). The Company sold 1,150,000 shares in the offering with aggregate net proceeds to the Company of $17.4 million , net of underwriting discounts and commissions and offering costs of $1.6 million . Selling stockholders party to the underwriting agreement also sold an aggregate of 9,200,000 shares of common stock in the offering (including shares subject to the underwriters' option to purchase additional shares). The Company did not receive any proceeds from the shares sold by the selling stockholders. The offering closed on May 2, 2017.

Stock-based Awards

Stock-based Awards	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock based awards	Stock-based Awards Stock Options A summary of the Company’s stock option activity for the nine months ended September 30, 2017 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2016 24,541,512 $ 8.29 5.49 Granted 4,812,839 18.41 Exercised (11,517,023 ) 6.29 Canceled/forfeited (748,821 ) 8.68 Outstanding at September 30, 2017 17,088,507 $ 12.48 7.90 At September 30, 2017 , total remaining stock-based compensation expense for unvested stock option awards was $60.2 million , which is expected to be recognized over a weighted-average period of 3.2 years . For the three months ended September 30, 2017 and 2016 , the Company recorded stock-based compensation expense for stock option awards of $5.3 million and $3.5 million , respectively. For the nine months ended September 30, 2017 and 2016 , the Company recorded stock-based compensation expense for stock option awards of $12.3 million and $10.9 million , respectively. Restricted Stock Units Activity in connection with restricted stock units is as follows for the nine months ended September 30, 2017 : Number of Shares Weighted- Average Grant Date Fair Value Non-vested — December 31, 2016 4,339,320 $ 7.85 Granted 2,054,374 18.34 Vested (1,217,878 ) 9.10 Canceled/forfeited (328,678 ) 8.88 Non-vested — September 30, 2017 4,847,138 $ 11.91 At September 30, 2017 , total remaining stock-based compensation expense for non-vested restricted stock units is $54.6 million , which is expected to be recognized over a weighted-average period of 3.1 years . The Company recorded $4.6 million and $2.8 million in stock-based compensation expense for restricted stock units for the three months ended September 30, 2017 and 2016 , respectively. The Company recorded $10.4 million and $7.1 million in stock-based compensation expense for restricted stock units for the nine months ended September 30, 2017 and 2016 , respectively. Stock-based Compensation Cost The Company recorded stock-based compensation cost relating to stock options and restricted stock awards in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Cost of revenue $ 339 $ 256 $ 775 $ 711 Sales and marketing 3,358 1,655 7,263 4,154 Technology and development 2,598 1,200 5,496 3,025 General and administrative 3,613 3,130 9,127 10,143 Total stock-based compensation expense 9,908 6,241 22,661 18,033 Amount capitalized to internal software use 443 292 993 760 Total stock-based compensation cost $ 10,351 $ 6,533 $ 23,654 $ 18,793

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Income taxes	Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, tax amortization of goodwill and changes in the Company’s valuation allowance. The Company recorded $0.1 million and $0.2 million in income tax expense for the three months ended September 30, 2017 and 2016 , respectively. The Company recorded $0.4 million and $0.5 million in income tax expense for each of the nine months ended September 30, 2017 and 2016 . There were no material changes to the Company’s unrecognized tax benefits in the three and nine months ended September 30, 2017 , and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. Due to the presence of net operating loss carryforwards, all income tax years remain open for examination by the Internal Revenue Service (“IRS”) and various state taxing authorities.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Net loss per share	Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Net loss $ (9,519 ) $ (7,436 ) $ (24,374 ) $ (33,758 ) Weighted-average common shares outstanding 98,665 84,822 93,108 84,075 Net loss per share - basic and diluted $ (0.10 ) $ (0.09 ) $ (0.26 ) $ (0.40 ) The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share at September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Options to purchase common stock 17,089 25,552 Common stock warrants 1,459 1,605 Non-vested restricted stock unit awards 4,847 4,578 Total shares excluded from net loss per share 23,395 31,735

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Related party transactions	Related Party Transactions Transactions with USAA USAA is a large stockholder in the Company and the Company's most significant affinity marketing partner. The Company has entered into arrangements with USAA to operate its Auto Buying Program. The Company has amounts due from USAA at September 30, 2017 and December 31, 2016 of $0.2 million and $0.4 million , respectively. In addition, the Company has amounts due to USAA at September 30, 2017 and December 31, 2016 of $4.4 million and $3.9 million , respectively. The Company recorded sales and marketing expense of $4.2 million and $3.7 million for the three months ended September 30, 2017 and 2016 , respectively, related to service arrangements entered into with USAA. The Company recorded sales and marketing expenses of $12.8 million and $10.4 million for the nine months ended September 30, 2017 and 2016 , respectively, related to such service arrangements.

Revenue Information

Revenue Information	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
Revenue information	Revenue Information The CODM reviews separate revenue information for its Transaction and Forecasts, Consulting and Other service offerings. All other financial information is reviewed by the CODM on a consolidated basis. The following table presents the Company’s revenue categories during the periods presented (in thousands): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Transaction revenue $ 77,526 $ 70,306 $ 225,161 $ 189,556 Forecasts, consulting and other revenue 4,914 4,833 14,855 13,870 Total revenues $ 82,440 $ 75,139 $ 240,016 $ 203,426

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, some information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2016 and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 1, 2017.
Use of estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, the fair value of assets and liabilities assumed in business combinations, fair value of the capitalized facility leases, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, lease exit liabilities, contingencies, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engaged valuation specialists to assist with management’s determination of the valuation of its capitalized facility leases, fair values of assets and liabilities assumed in business combinations, the fair value of reporting units in connection with annual goodwill impairment testing, and in periods prior to the Company’s initial public offering, valuation of common stock.
Segments	Segments The Company has one operating segment. The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer and the Chief Financial Officer, who manage the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. The CODM review financial information on a consolidated basis, accompanied by information about transaction revenue and forecasts, consulting and other revenue (Note 12). All of the Company’s principal operations, decision-making functions and assets are located in the United States.
Recent accounting pronouncements	Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued guidance amending the existing accounting standard for stock-based awards in order to provide clarity and to reduce both diversity in practice and the cost and complexity of applying the existing guidance as it relates to modifications of stock-based payment awards. The new guidance will be effective for all entities for annual periods beginning after December 15, 2017 and interim periods therein, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. In January 2017, the 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 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 February 2016, the FASB issued guidance amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new guidance will be effective for public entities for annual periods beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is evaluating the methods and impact of adopting this guidance on its consolidated financial statements. In May 2014, the FASB issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace all existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the full 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 plans to adopt this guidance beginning January 1, 2018 using the cumulative effect or “modified retrospective” transition method. While the Company is continuing to assess all potential impacts of the standard, the Company has identified an impact related to the recognition of costs to obtain customer contracts. Currently, sales commissions are expensed as incurred. Under the new revenue standard, certain sales commissions will be deferred and recognized over a period of time. The Company continues to evaluate the new revenue standard and is assessing the impact this identified difference in accounting treatment may have on the consolidated financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Summary of financial assets measured at fair value on a recurring basis	The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 by level within the fair value hierarchy. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At September 30, 2017 At December 31, 2016 Level 1 Total Fair Level 1 Total Fair Cash equivalents $ 196,217 $ 196,217 $ 107,721 $ 107,721 Total Assets $ 196,217 $ 196,217 $ 107,721 $ 107,721

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, Computer equipment, software, and internally developed software $ 79,316 $ 65,973 Furniture and fixtures 4,679 3,705 Leasehold improvements 7,108 6,067 Capitalized facility leases 39,302 39,302 130,405 115,047 Less: Accumulated depreciation (62,025 ) (48,106 ) Total property and equipment, net $ 68,380 $ 66,941

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of lease exit liability	The following table presents a roll forward of the lease exit liability for the nine months ended September 30, 2017 : Lease Exit Costs Accrual at December 31, 2016 $ 2,657 Benefit (133 ) Cash Payments (1,020 ) Accrual at September 30, 2017 $ 1,504

Stock-based Awards (Tables)

Stock-based Awards (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of stock option activity	A summary of the Company’s stock option activity for the nine months ended September 30, 2017 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2016 24,541,512 $ 8.29 5.49 Granted 4,812,839 18.41 Exercised (11,517,023 ) 6.29 Canceled/forfeited (748,821 ) 8.68 Outstanding at September 30, 2017 17,088,507 $ 12.48 7.90
Schedule of activity in connection with restricted stock	Activity in connection with restricted stock units is as follows for the nine months ended September 30, 2017 : Number of Shares Weighted- Average Grant Date Fair Value Non-vested — December 31, 2016 4,339,320 $ 7.85 Granted 2,054,374 18.34 Vested (1,217,878 ) 9.10 Canceled/forfeited (328,678 ) 8.88 Non-vested — September 30, 2017 4,847,138 $ 11.91
Schedule of stock-based compensation cost relating to stock options and restricted stock awards	The Company recorded stock-based compensation cost relating to stock options and restricted stock awards in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Cost of revenue $ 339 $ 256 $ 775 $ 711 Sales and marketing 3,358 1,655 7,263 4,154 Technology and development 2,598 1,200 5,496 3,025 General and administrative 3,613 3,130 9,127 10,143 Total stock-based compensation expense 9,908 6,241 22,661 18,033 Amount capitalized to internal software use 443 292 993 760 Total stock-based compensation cost $ 10,351 $ 6,533 $ 23,654 $ 18,793

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Computation of basic and diluted net loss per share	The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Net loss $ (9,519 ) $ (7,436 ) $ (24,374 ) $ (33,758 ) Weighted-average common shares outstanding 98,665 84,822 93,108 84,075 Net loss per share - basic and diluted $ (0.10 ) $ (0.09 ) $ (0.26 ) $ (0.40 )
Anti-dilutive shares excluded from the calculation of diluted net loss per share	The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share at September 30, 2017 and 2016 (in thousands): September 30, 2017 2016 Options to purchase common stock 17,089 25,552 Common stock warrants 1,459 1,605 Non-vested restricted stock unit awards 4,847 4,578 Total shares excluded from net loss per share 23,395 31,735

Revenue Information (Tables)

Revenue Information (Tables)	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
Schedule of revenue categories	The following table presents the Company’s revenue categories during the periods presented (in thousands): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Transaction revenue $ 77,526 $ 70,306 $ 225,161 $ 189,556 Forecasts, consulting and other revenue 4,914 4,833 14,855 13,870 Total revenues $ 82,440 $ 75,139 $ 240,016 $ 203,426

Summary of Significant Accoun27

Summary of Significant Accounting Policies (Details 1 - Segments)	9 Months Ended
	Sep. 30, 2017segment
Accounting Policies [Abstract]
Number of operating segments	1

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Level 1
Fair Value Measurements
Cash equivalents	$ 196,217	$ 107,721
Total assets	196,217	107,721
Total fair value
Fair Value Measurements
Cash equivalents	196,217	107,721
Total assets	$ 196,217	$ 107,721

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Property and Equipment, net
Property and equipment, gross	$ 130,405		$ 130,405		$ 115,047
Less: Accumulated depreciation	(62,025)		(62,025)		(48,106)
Total property and equipment, net	68,380		68,380		66,941
Property and equipment capitalized but not placed in service	5,700		5,700		4,300
Total depreciation and amortization expense			17,481	$ 17,711
Property and Equipment
Property and Equipment, net
Total depreciation and amortization expense	4,800	$ 5,000	14,600	14,700
Computer equipment, software, and internally developed software
Property and Equipment, net
Property and equipment, gross	79,316		79,316		65,973
Furniture and fixtures
Property and Equipment, net
Property and equipment, gross	4,679		4,679		3,705
Leasehold Improvements
Property and Equipment, net
Property and equipment, gross	7,108		7,108		6,067
Capitalized facility leases
Property and Equipment, net
Property and equipment, gross	39,302		39,302		39,302
Less: Accumulated depreciation	(1,900)		(1,900)		(1,200)
Lease financing obligation	31,200		31,200		$ 30,900
Internally developed software
Property and Equipment, net
Amortization	$ 3,400	$ 3,900	$ 10,800	$ 11,300

Credit Facility (Details)

Credit Facility (Details)	1 Months Ended
	Feb. 28, 2015	Sep. 30, 2017USD ($)	Dec. 31, 2016USD ($)	Feb. 18, 2015USD ($)
Credit facility
Amount outstanding		$ 0	$ 0
Remaining borrowing capacity		30,700,000	30,700,000
Letters of credit outstanding, amount		$ 4,300,000	$ 4,300,000
Revolving line of credit
Credit facility
Maximum borrowing capacity				$ 35,000,000
Increase in maximum borrowing capacity, subject to lender's consent				15,000,000
Maximum borrowing capacity, subject to lender's consent				50,000,000
Quick ratio minimum	1.5
Maximum consolidated leverage ratio, upper end of range	3
Maximum consolidated leverage ratio, lower end of range	2.50
Minimum fixed charge coverage ratio	1.25
Revolving line of credit | Minimum
Credit facility
Unused facility fee (as a percent)	0.00%
Revolving line of credit | Maximum
Credit facility
Unused facility fee (as a percent)	0.20%
Revolving line of credit | Prime rate | Minimum
Credit facility
Variable rate basis spread (as a percent)	(0.25%)
Revolving line of credit | Prime rate | Maximum
Credit facility
Variable rate basis spread (as a percent)	0.50%
Revolving line of credit | LIBOR | Minimum
Credit facility
Variable rate basis spread (as a percent)	1.75%
Revolving line of credit | LIBOR | Maximum
Credit facility
Variable rate basis spread (as a percent)	2.50%
Letters of credit
Credit facility
Maximum borrowing capacity				$ 10,000,000

Commitments and Contingencies L

Commitments and Contingencies Lease Exit Liability (Details) - Facility Closing $ in Thousands	9 Months Ended
	Sep. 30, 2017USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 2,657
Benefit	(133)
Cash Payments	(1,020)
Ending balance	$ 1,504

Commitments and Contingencies -

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

Commitments and Contingencies33

Commitments and Contingencies - Employee Contracts and Severance Costs (Details)	9 Months Ended
	Sep. 30, 2017
Employment contracts
Restructuring Cost and Reserve [Line Items]
Maximum term of executive's annual base salary to determine severance obligations	12 months

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	May 02, 2017	Jan. 19, 2017	Apr. 26, 2017
Class of Stock [Line Items]
Securities authorized (up to)		$ 100,000,000
Number of shares sold by selling stockholders (in shares)	9,200,000
Common stock
Class of Stock [Line Items]
Selling stockholders may sell shares of stock (up to)		20,000,000
Common stock, shares authorized (up to) (in shares)			1,150,000
Price per share to sell common stock (in dollars per share)			$ 16.50
Number of shares sold in offering	1,150,000
Net proceeds from offering	$ 17,400,000
Underwriter commission and offering costs	$ 1,600,000

Stock-based Awards (Details - O

Stock-based Awards (Details - Options) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Additional disclosure
Stock-based compensation expense	$ 9,908	$ 6,241	$ 22,661	$ 18,033
Options
Number of Options
Outstanding at the beginning of period (in shares)			24,541,512
Granted (in shares)			4,812,839
Exercised (in shares)			(11,517,023)
Canceled/forfeited (in shares)			(748,821)
Outstanding at the end of the period (in shares)	17,088,507		17,088,507		24,541,512
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)			$ 8.29
Granted (in dollars per share)			18.41
Exercised (in dollars per share)			6.29
Canceled/forfeited (in dollars per share)			8.68
Outstanding at the end of the period (in dollars per share)	$ 12.48		$ 12.48		$ 8.29
Additional disclosure
Weighted average remaining contractual life (in years)			7 years 10 months 24 days		5 years 5 months 27 days
Remaining stock-based compensation expense for unvested awards	$ 60,200		$ 60,200
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized			3 years 2 months 19 days
Stock-based compensation expense	$ 5,300	$ 3,500	$ 12,300	$ 10,900

Stock-based Awards (Details 2 -

Stock-based Awards (Details 2 - RSUs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Stock-based Awards
Stock based compensation expense	$ 9,908	$ 6,241	$ 22,661	$ 18,033
Non-vested restricted stock unit awards
Stock-based Awards
Remaining stock based compensation expense for non vested restricted stock units	54,600		$ 54,600
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized			3 years 1 month 17 days
Stock based compensation expense	$ 4,600	$ 2,800	$ 10,400	$ 7,100
Number of Shares
Non-vested at the beginning of period (in shares)			4,339,320
Granted (in shares)			2,054,374
Vested (in shares)			(1,217,878)
Canceled/forfeited (in shares)			(328,678)
Non-vested at the end of the period (in per share)	4,847,138		4,847,138
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)			$ 7.85
Granted (in dollars per share)			18.34
Vested (in dollars per share)			9.10
Canceled/forfeited (in dollars per share)			8.88
Non-vested at the end of the period (in dollars per share)	$ 11.91		$ 11.91

Stock-based Awards (Details 3 -

Stock-based Awards (Details 3 - Stock comp by FSLI) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Stock-based Compensation Cost
Stock-based compensation expense	$ 9,908	$ 6,241	$ 22,661	$ 18,033
Amount capitalized to internal software use	443	292	993	760
Total stock-based compensation cost	10,351	6,533	23,654	18,793
Cost of revenue
Stock-based Compensation Cost
Stock-based compensation expense	339	256	775	711
Sales and marketing
Stock-based Compensation Cost
Stock-based compensation expense	3,358	1,655	7,263	4,154
Technology and development
Stock-based Compensation Cost
Stock-based compensation expense	2,598	1,200	5,496	3,025
General and administrative
Stock-based Compensation Cost
Stock-based compensation expense	$ 3,613	$ 3,130	$ 9,127	$ 10,143

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Income tax expense	$ 121	$ 191	$ 443	$ 497

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share [Abstract]
Net loss	$ (9,519)	$ (7,436)	$ (24,374)	$ (33,758)
Weighted average common shares outstanding (in shares)	98,665	84,822	93,108	84,075
Net loss per share, basic and diluted (in dollars per share)	$ (0.10)	$ (0.09)	$ (0.26)	$ (0.40)

Net Loss Per Shares (Details 2)

Net Loss Per Shares (Details 2) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
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	23,395	31,735
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	17,089	25,552
Common stock warrants
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	1,459	1,605
Non-vested restricted stock unit awards
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	4,847	4,578

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Related Party Transactions
Receivable from related party	$ 218		$ 218		$ 393
USAA
Related Party Transactions
Receivable from related party	200		200		400
Due to Related Parties	4,400		4,400		$ 3,900
USAA | Sales and marketing
Related Party Transactions
Costs under related party agreements	$ 4,200	$ 3,700	$ 12,800	$ 10,400

Revenue Information (Details)

Revenue Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenue Information
Revenue	$ 82,440	$ 75,139	$ 240,016	$ 203,426
Transaction revenue
Revenue Information
Revenue	77,526	70,306	225,161	189,556
Forecasts, consulting and other revenue
Revenue Information
Revenue	$ 4,914	$ 4,833	$ 14,855	$ 13,870