Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 21, 2019 | Jun. 29, 2018 | |
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 | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Document Type | 10-K | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 104,882,802 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 934,840,357 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 196,128 | $ 197,762 |
Accounts receivable, net of allowances of $3,382 and $3,030 at December 31, 2018 and 2017, respectively (includes related party receivables of $349 and $169 at December 31, 2018 and 2017, respectively) | 47,760 | 39,169 |
Prepaid expenses | 7,468 | 5,475 |
Other current assets | 4,103 | 1,145 |
Total current assets | 255,459 | 243,551 |
Property and equipment, net | 61,511 | 70,710 |
Goodwill | 73,311 | 53,270 |
Intangible assets, net | 23,451 | 15,912 |
Other assets | 7,228 | 1,391 |
Total assets | 420,960 | 384,834 |
Current liabilities | ||
Accounts payable (includes related party payables of $5,039 and $3,200 at December 31, 2018 and 2017, respectively) | 26,305 | 18,620 |
Accrued employee expenses | 4,349 | 6,568 |
Accrued expenses and other current liabilities (includes related party accrued expenses of $218 and $52 at December 31, 2018 and 2017, respectively) | 10,908 | 12,790 |
Total current liabilities | 41,562 | 37,978 |
Deferred tax liabilities | 568 | 812 |
Lease financing obligation, net of current portion | 22,987 | 29,129 |
Other liabilities | 9,290 | 3,797 |
Total liabilities | 74,407 | 71,716 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at December 31, 2018 and 2017, respectively; no shares issued and outstanding at December 31, 2018 and 2017 | 0 | 0 |
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at December 31, 2018 and 2017, respectively; 104,337,508 and 100,428,656 shares issued and outstanding at December 31, 2018 and 2017, respectively | 10 | 10 |
Additional paid-in capital | 720,025 | 664,192 |
Accumulated deficit | (373,482) | (351,084) |
Total stockholders’ equity | 346,553 | 313,118 |
Total liabilities and stockholders’ equity | $ 420,960 | $ 384,834 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 3,382 | $ 3,030 |
Related party receivables | 349 | 169 |
Related party payables | 5,039 | 3,200 |
Related party accrued expense and other current liabilities | $ 218 | $ 52 |
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 | 104,337,508 | 100,428,656 |
Common stock, shares outstanding | 104,337,508 | 100,428,656 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenues | $ 353,571 | $ 323,149 | $ 277,507 |
Costs and operating expenses: | |||
Cost of revenue (exclusive of depreciation and amortization presented separately below) | 31,154 | 28,227 | 25,167 |
Sales and marketing (includes related party expenses of $22,128, $16,531, and $13,910, for the years ended December 31, 2018, 2017, and 2016, respectively) | 213,415 | 185,397 | 154,406 |
Technology and development | 61,348 | 59,070 | 53,580 |
General and administrative | 54,140 | 61,646 | 59,908 |
Depreciation and amortization | 22,677 | 22,472 | 23,345 |
Total costs and operating expenses | 382,734 | 356,812 | 316,406 |
Loss from operations | (29,163) | (33,663) | (38,899) |
Interest income | 3,314 | 1,260 | 376 |
Interest expense | (2,649) | (2,610) | (2,530) |
Loss before income taxes | (28,498) | (35,013) | (41,053) |
(Benefit from) / provision for income taxes | (177) | (2,164) | 655 |
Net loss | $ (28,321) | $ (32,849) | $ (41,708) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.28) | $ (0.35) | $ (0.49) |
Weighted average common shares outstanding, basic and diluted | 102,149 | 94,865 | 84,483 |
Other comprehensive loss: | |||
Comprehensive loss | $ (28,321) | $ (32,849) | $ (41,708) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sales and Marketing | |||
Cost and expenses with related parties | $ 22,128 | $ 16,531 | $ 13,910 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | APIC | Accumulated deficit |
Increase (Decrease) in Stockholders' Equity | ||||
Cumulative-effect of accounting change adopted | $ 0 | $ 627 | $ (627) | |
Beginning balance (in shares) at Dec. 31, 2015 | 83,016,735 | |||
Beginning balance at Dec. 31, 2015 | 232,692 | $ 8 | 508,584 | (275,900) |
Increase (Decrease) in Stockholders' Equity | ||||
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 (in shares) at Dec. 31, 2016 | 86,159,527 | |||
Ending balance at Dec. 31, 2016 | 224,581 | $ 9 | 542,807 | (318,235) |
Increase (Decrease) in Stockholders' Equity | ||||
Net loss | (32,849) | (32,849) | ||
Issuance of common stock in follow-on offering, net of underwriting discounts and offering costs (in shares) | 1,150,000 | |||
Issuance of common stock in follow-on offering, net of underwriting discounts and offering costs | 17,398 | 17,398 | ||
Stock-based compensation | 33,648 | 33,648 | ||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 13,119,129 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | $ 70,340 | $ 1 | 70,339 | |
Ending balance (in shares) at Dec. 31, 2017 | 100,428,656 | 100,428,656 | ||
Ending balance at Dec. 31, 2017 | $ 313,118 | $ 10 | 664,192 | (351,084) |
Increase (Decrease) in Stockholders' Equity | ||||
Cumulative-effect of accounting change adopted | 5,923 | 5,923 | ||
Net loss | (28,321) | (28,321) | ||
Stock-based compensation | 39,109 | 39,109 | ||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 3,908,852 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | $ 16,724 | 16,724 | ||
Ending balance (in shares) at Dec. 31, 2018 | 104,337,508 | 104,337,508 | ||
Ending balance at Dec. 31, 2018 | $ 346,553 | $ 10 | $ 720,025 | $ (373,482) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (28,321) | $ (32,849) | $ (41,708) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 22,661 | 22,391 | 23,169 |
Deferred income taxes | (244) | (2,182) | 581 |
Bad debt expense and other reserves | 1,688 | 1,385 | 1,285 |
Stock-based compensation | 37,219 | 32,241 | 24,739 |
Common stock warrant expense | 0 | 0 | 46 |
Non-cash interest expense on lease financing obligation | 332 | 370 | 396 |
Write-off and loss on disposal of fixed assets | 311 | 194 | 474 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (10,039) | (3,687) | (4,391) |
Prepaid expenses | (1,964) | 569 | 4 |
Other current assets | 87 | 765 | (846) |
Other assets | (1,644) | 162 | (613) |
Accounts payable | 7,543 | 4,803 | (4,552) |
Accrued employee expenses | (2,177) | (2,683) | 1,152 |
Accrued expenses and other current liabilities | (642) | (479) | 1,531 |
Other liabilities | 23 | 1,118 | 1,501 |
Net cash provided by operating activities | 24,833 | 22,118 | 2,768 |
Cash flows from investing activities | |||
Purchase of property and equipment | (17,099) | (19,809) | (16,639) |
Cash received from lease financing obligation exit | 800 | 0 | 0 |
Cash paid for acquisition, net of cash acquired | (26,891) | 0 | 0 |
Net cash used in investing activities | (43,190) | (19,809) | (16,639) |
Cash flows from financing activities | |||
Proceeds from public offering, net of underwriting discounts and offering costs | 0 | 17,398 | 0 |
Repurchase of common stock option awards | 0 | 0 | (100) |
Proceeds from exercise of common stock options | 19,757 | 73,543 | 9,112 |
Taxes paid related to net share settlement of equity awards | (3,034) | (3,209) | (1,312) |
Proceeds from financing obligation drawdown | 0 | 0 | 1,521 |
Net cash provided by financing activities | 16,723 | 87,732 | 9,221 |
Net (decrease) increase in cash and cash equivalents | (1,634) | 90,041 | (4,650) |
Cash and cash equivalents at beginning of period | 197,762 | 107,721 | 112,371 |
Cash and cash equivalents at end of period | 196,128 | 197,762 | 107,721 |
Cash paid during the year for: | |||
Interest | 2,323 | 2,099 | 2,133 |
Income taxes | 30 | 43 | 82 |
Supplemental disclosures of non-cash activities | |||
Stock-based compensation capitalized for software development | 1,890 | 1,407 | 1,012 |
De-recognition of leased facility asset and lease financing obligation | 6,889 | 0 | 0 |
Recognition of warrant asset and related liability | 1,231 | 0 | 0 |
Contingent consideration | 4,477 | 0 | 0 |
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses | $ 312 | $ 1,980 | $ 1,078 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business TrueCar, Inc. is an Internet-based information, technology, and communication services company. Hereinafter, TrueCar, Inc. and its wholly owned subsidiaries ALG, Inc., TrueCar Dealer Solutions, Inc. and DealerScience, LLC are collectively referred to as “TrueCar” or the “Company”; ALG, Inc. is referred to as “ALG,” TrueCar Dealer Solutions, Inc. is referred to as “TCDS” and DealerScience, LLC is referred to as “DealerScience.” 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. Through our subsidiary TCDS, we provide our TrueCar Trade product, which gives consumers information on the value of their trade-in vehicles and enables them to obtain a guaranteed trade-in price before setting foot in the dealership. This valuation is, in turn, backed by a third-party guarantee to dealers that the vehicles will be repurchased at the indicated price if the dealer does not want to keep them. In addition, through TCDS, we act as an agent for DealerSync, Inc. (“DealerSync”) and in that capacity offer dealers its products and services, including a dealer website creation and management service and a software platform that assists dealers in managing, marketing and growing their business. Additionally, in December 2018, we acquired DealerScience, which, through TCDS, provides dealers with advanced digital retailing software tools that allow them to calculate accurate monthly payments, expedite vehicle desking, which is the process of presenting and agreeing upon financial terms and financing options, and streamline the consumer’s experience from shopping to showroom. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 that are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, contract assets, the fair value of a warrant asset and the related liability, the fair value of assets and liabilities assumed in business combinations, the 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, the fair values of assets and liabilities assumed in business combinations, the fair value of the warrant asset and related liability, 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 Interim Chief Financial Officer and Chief Accounting 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 dealer revenue, OEM incentives revenue, and forecasts, consulting and other revenue (Note 3). 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, 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 the warrant asset, 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, 2018 , 2017 , and 2016 , no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. The Company recorded a contingent consideration liability upon the acquisition of DealerScience in 2018 (Note 4). Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair-value hierarchy. The valuation of contingent consideration uses assumptions the Company believes a market participant would make. The Company assesses these estimates on an ongoing basis as it obtains additional data impacting the assumptions. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the consolidated statements of comprehensive loss. The Company determined the fair value of the contingent consideration using the probability-adjusted discounted cash flow method. Because the DealerScience purchase agreement makes payment of the contingent consideration contingent on achievement of certain revenue milestones, the significant unobservable inputs used in the fair value measurement of contingent consideration are the probabilities of achieving those milestones and discount rates. Significant increases or decreases in the probabilities of achieving the milestones would result in a significantly higher or lower fair value measurement, respectively. The following table summarizes the Company’s assets and liabilities at fair value on a recurring basis at December 31, 2018 and 2017 by level within the fair-value hierarchy. These assets and liabilities 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, 2018 At December 31, 2017 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 192,207 $ — $ — $ 192,207 $ 195,584 $ — $ — $ 195,584 Total Assets $ 192,207 $ — $ — $ 192,207 $ 195,584 $ — $ — $ 195,584 Liabilities: Contingent consideration, non-current $ — $ — $ 4,477 $ 4,477 $ — $ — $ — $ — Total Liabilities $ — $ — $ 4,477 $ 4,477 $ — $ — $ — $ — 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, 2018 , 2017 , and 2016 . No single customer comprised more than 10% of the Company’s accounts receivable balance at December 31, 2018 and 2017 . 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 14). 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, 2018 and 2017 , 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 for sales allowances and its allowance for doubtful accounts. For contract assets, the Company records the assets net of sales allowances and an allowance for doubtful accounts, which are estimated in the same manner as for accounts receivable balances. 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 the dealer is 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 its sales allowances, 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 specific circumstances that make it likely that recovery will not occur in a particular case. 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, 2018 2017 2016 Allowances, at beginning of period $ 3,030 $ 2,600 $ 2,720 Charged as a reduction of revenue 8,703 7,734 7,042 Charged to bad debt expense in general and administrative expenses 1,688 1,385 1,285 Write-offs, net of recoveries (10,039 ) (8,689 ) (8,447 ) Allowances, at end of period $ 3,382 $ 3,030 $ 2,600 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 the lease term or the 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, 2018 and 2017 , capitalized software costs were $86.0 million and $71.2 million , respectively, before accumulated amortization of $62.2 million and $48.8 million , respectively. During the years ended December 31, 2018 and 2017 , the Company wrote off capitalized software costs of $0.1 million 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 the years ended December 31, 2018 and 2017 , the Company recorded accelerated amortization of $1.0 million and $1.7 million , respectively, related to software assets that were determined to have shortened useful lives due to upgrades to the Company’s technology infrastructure. Expected amortization expense with respect to capitalized software costs at December 31, 2018 for each of the years through December 31, 2022 is as follows (in thousands): Years ended December 31, 2019 $ 11,416 2020 8,603 2021 3,698 2022 50 Total amortization expense $ 23,767 Intangible Assets Acquired in Business Combinations The Company values 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, two 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, a 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 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, 2018 , 2017 , and 2016 , 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 that 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 to perform the quantitative impairment test. The quantitative test 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. If, however, the fair value of the reporting unit is less than book value, 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, 2018 , 2017 , and 2016 , there were no impairment charges recorded on goodwill. In 2018, we elected to conduct a quantitative goodwill assessment at December 31, 2018. The fair value significantly exceeded the carrying value and, accordingly, we concluded that there was no impairment of goodwill. In 2017 , 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 this qualitative assessment, the Company determined that it was more likely than not that the fair values of the reporting units were greater than their carrying amounts. As such, performing the quantitative impairment test was unnecessary. During the year ended December 31, 2018, goodwill increased $20.0 million as a result of the DealerScience acquisition. See Note 4 for further details. Warrant On November 19, 2018, TrueCar entered into a warrant agreement with DealerSync that entitles TrueCar to purchase up to 2,500,000 shares of DealerSync common stock at $1.60 per share. The warrant expires on November 19, 2020. The fair value was determined using a Monte-Carlo simulation. The Company recorded the fair value of the DealerSync warrant of $1.2 million in “other assets” and corresponding liabilities (the current portion of the liability of $0.2 million recorded in “accrued expenses and other current liabilities” and the non-current portion of $1.0 million recorded in “other liabilities”) in the consolidated balance sheet as of December 31, 2018, reflecting the benefit received as part of its commercial sales agent agreement with DealerSync. The Company will test recoverability of the warrant asset whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Revenue Recognition 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 replaces all existing revenue recognition guidance under GAAP. The Company adopted the new revenue standard as of January 1, 2018 using the modified retrospective transition method. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with prior revenue guidance. See Note 3 for further details. Under the new revenue standard, the Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the performance obligation or obligations are satisfied. Dealer Revenue Dealer revenue is comprised of Auto Buying Program revenue as well as revenue from TrueCar Trade, DealerScience, and DealerSync. Auto Buying Program revenues include fees paid by customers 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 in one of three ways: on a per-vehicle basis for sales to Auto Buying Program users, on a per-introduction basis for sales to Auto Buying Program users, or under a subscription arrangement. Contracts are cancellable by the Dealer or the Company at any time. The Company does not provide significant Dealer financing terms. The Company’s performance obligation to TrueCar Certified Dealers is the same for all payment types for our Auto Buying Program revenues: to provide Dealers with introductions to in-market consumers through the use of the TrueCar platform, so that those Dealers have the opportunity to sell vehicles to those consumers. Control transfers to Dealers upon delivery of introductions, which is the point at which the Company recognizes revenue. When a user decides to proceed with a vehicle purchase through the Company, the user provides his or her name, address, email, and 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 before an actual sale occurs. After a sale occurs, the Company receives information regarding the sale, including the identity of the purchaser, through the Dealer Management System used by the Dealer that made the sale. The Company also receives information regarding vehicle sales from a variety of other 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 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. Pay-Per-Sale. Under the old revenue standard, in years prior to 2018, the Company recognized revenue for fee arrangements based on a per-vehicle basis when the vehicle sale had occurred between the Auto Buying Program user and the Dealer. Under the new revenue standard for fee arrangements based on a pay-per-sale billing model, revenue for the Auto Buying Program is recognized when introductions are delivered to the Dealer and for the amount that the Company estimates it will be able to earn. To formulate this estimate, the Company uses the expected value method based primarily on an analysis of historical introductions that result in vehicle sales and further validated by subsequent actual sales information. Under the contractual terms and conditions of arrangements with TrueCar Certified Dealers that pay on a per-vehicle-sale basis, the Dealer is not obligated to pay the Company until a vehicle sale has occurred between the Auto Buying Program user and the Dealer, for which the introduction was provided to the Dealer by the Company. Contractually, the Dealers’ obligation to pay is not contingent on verification or acceptance of the transaction by the Dealer. As a result, revenue recognition occurs earlier than billing as an estimate of the variable consideration to be received is determined upon control transfer, resulting in a contract asset. Pay-Per-Introduction. Under fee arrangements based on a pay-per-introduction billing model, revenue for the Auto Buying Program is recognized when introductions are delivered. 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 also 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”). For all subscription arrangements, the Company recognizes the fees as revenue when introductions are delivered by allocating a portion of the monthly subscription fee to each delivered introduction. For guaranteed sales and guaranteed introduction subscriptions, the amount allocated is adjusted at the end of each month for any credits, as described below. Total revenue recognized in any given month remains unchanged from the old revenue standard for subscription arrangements. Flat-Rate Subscription. Under flat-rate subscription arrangements, fees are charged at a monthly flat rate regardless of the number of introductions provided by the Company to the Dealer or sales made to users of the Company’s platform by the Dealer. Guaranteed-Sales Subscription. Under guaranteed-sales subscription arrangements, monthly 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. If the actual number of vehicles sold exceeds the number of guaranteed sales, the Company is not entitled to any additional fees. As of January 1, 2019, the Company no longer offers guaranteed sales subscription arrangements in California, and it transferred all California dealers from this billing method to flat-rate subscription arrangements before that date. Guaranteed-Introductions Subscription. Under guaranteed-introductions subscription arrangements, monthly 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. If the actual number of introductions provided exceeds the number guaranteed, the Company is not entitled to any additional fees. TrueCar Trade . TrueCar Trade provides consumers with information on the value of their trade-in vehicles, while providing Dealers with introductions to these in-market consumers so that those Dealers have the opportunity to buy trade-in vehicles from those consumers. Dealers pay monthly subscription fees for access to TrueCar Trade that vary depending on the level of service selected. Depending on their subscription terms, some Dealers pay additional transaction fees for each vehicle purchased from a consumer that was introduced through TrueCar Trade. Subscription fees are recognized on a monthly basis, while transaction fees for vehicles purchased by a Dealer are estimated and recognized at the point in time the introduction between the Dealer and consumer occurs. DealerScience and DealerSync. DealerScience and DealerSync revenues consist of monthly subscription fees paid by dealers for access to DealerScience’s and DealerSync’s products and services. DealerScience provides dealers with advanced digital retailing software tools that allow them to calculate accurate monthly payments, expedite vehicle desking, which is the process of presenting and agreeing upon financial terms and financing options, and streamline the consumers’ experience from shopping to showroom. DealerSync products and services include a dealer website creation and management service and a software platform that assists dealers in managing, marketing and growing their business. Subscription fees are recognized on a monthly basis. OEM Incentives Revenue The Company enters into arrangements with OEMs to promote the sale of their vehicles primarily through the offering of additional consumer incentives. These manufacturers pay a per-vehicle fee to the Company for promotion of the incentive after the sale of the vehicle has occurred between the Auto Buying Program user and the Dealer. Under the old revenue standard, in years prior to 2018, the Company recognized as revenue the per-vehicl |
Revenue Information
Revenue Information | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Information and Deferred Sales Commissions | Revenue Information and Deferred Sales Commissions Adoption of the New Revenue Standard On January 1, 2018, the Company adopted the new revenue standard using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting. As a result of adopting the new revenue standard, the Company now recognizes transaction revenue earlier for certain of its dealer and OEM incentives arrangements based on estimated variable consideration to be received upon the occurrence of subsequent vehicle sales between the Auto Buying Program user and the Dealer. Upon adoption, the Company recorded a contract asset within other current assets to reflect revenues that would be recognized earlier under the new revenue standard, which is upon delivery of introductions, as well as a corresponding balance of revenue share paid to affinity marketing partners within accounts payable. The Company records contract assets net of sales allowances and an allowance for doubtful accounts, which are estimated in the same manner as for accounts receivable balances. Also as a result of adoption of the new standard, the Company identified an impact related to the recognition of costs to obtain customer contracts. Prior to its adoption, sales commissions were expensed as incurred. Under the new revenue standard, certain sales commissions are deferred and recognized over a period of time. The Company recorded an adjustment within the consolidated balance sheet to capitalize these sales commissions as of January 1, 2018 within other assets to reflect the deferred costs that had been expensed under the prior accounting policy for sales commissions. The cumulative effects of the changes made to the Company’s January 1, 2018 consolidated balance sheet were as follows (in thousands): December 31, 2017 Adjustments Due to Adoption of New Revenue Standard January 1, 2018 Assets Other current assets $ 1,145 $ 3,324 $ 4,469 Other assets 1,391 2,962 4,353 Liabilities Accounts payable $ 18,620 $ 256 $ 18,876 Accrued expenses and other liabilities 12,790 107 12,897 Stockholders ’ Equity Accumulated deficit $ (351,084 ) $ 5,923 $ (345,161 ) The impact of adoption of the new revenue standard on the Company’s consolidated statement of comprehensive loss and consolidated balance sheet was as follows (in thousands): Year Ended December 31, 2018 As Reported Balances Without Adoption of New Revenue Standard Effect of Change Increase/(Decrease) Revenues $ 353,571 $ 353,575 $ (4 ) Sales and marketing 213,415 213,448 $ (33 ) Net loss (28,321 ) (28,350 ) $ (29 ) December 31, 2018 As Reported Balances Without Adoption of New Revenue Standard Effect of Change Increase/(Decrease) Assets Other current assets $ 4,103 $ 787 3,316 Other assets 7,228 4,015 $ 3,213 Liabilities Accounts payable $ 26,305 $ 25,831 474 Accrued expenses and other liabilities 10,908 10,805 103 Stockholders ’ Equity Accumulated deficit $ (373,482 ) $ (379,434 ) $ 5,952 Deferred Sales Commissions Deferred sales commissions within other assets were $3.2 million as of December 31, 2018 . For the year ended December 31, 2018 , under the new revenue standard, amortization expense for deferred sales commissions was $1.7 million and there was no impairment loss in relation to the costs capitalized in either period. Sales commission expenses under the old standard would have resulted in expenses of $2.0 million for the year ended December 31, 2018 . Contract Balances The Company’s contract asset balance for estimated variable consideration to be received upon the occurrence of subsequent vehicle sales is included within other current assets and is distinguished from accounts receivable in that these amounts are conditional upon subsequent sales and not only upon the passage of time. Substantially all of the contract asset balances of $3.3 million at January 1, 2018 were transferred to accounts receivable during the year ended December 31, 2018 as vehicle sales occurred, with no significant changes in the estimate. A contract asset of $3.3 million was recorded as of December 31, 2018 for leads delivered where consideration to be received was still conditional upon subsequent vehicle sales. Disaggregation of Revenue The Company disaggregates revenue into three revenue streams: dealer revenue, OEM incentives revenue, and forecasts, consulting and other revenue. Prior to adoption of the new revenue standard, dealer revenue and OEM incentives revenue had been disclosed together as “transaction revenue.” The following table presents the Company’s revenue categories during the periods presented (in thousands): Year Ended December 31, 2018 2017(1) 2016(1) Dealer revenue $ 304,596 $ 280,563 $ 240,466 OEM incentives revenue 30,012 23,277 19,050 Forecasts, consulting and other revenue 18,963 19,309 17,991 Total revenues $ 353,571 $ 323,149 $ 277,507 (1) Prior period amounts have not been adjusted under the modified retrospective method. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination | Business Combination On December 7, 2018, the Company acquired the assets and assumed the liabilities of DealerScience for $27.9 million in cash and contingent cash consideration of up to $5.0 million based on achievement of future revenues. The acquisition of DealerScience allows the Company to more quickly expand into the digital retailing space in efforts to build out its end-to-end user experience. At the date of the acquisition, the Company assessed the probabilities of DealerScience meeting future revenues and recorded contingent consideration of $4.5 million . From the acquisition date through December 31, 2018, there were no significant changes to the value of the contingent consideration, which was recorded within other long-term liabilities as of December 31, 2018. The Company recorded goodwill of $20.0 million , which represents the excess of the purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise from the Company’s acquisition of DealerScience. Goodwill attributed to the acquisition is deductible for income tax purposes. The following table summarizes the allocation of the purchase consideration and the estimated fair value of the assets acquired and the liabilities assumed for the acquisition of DealerScience during the year ended December 31, 2018 (in thousands): DealerScience Assets acquired Cash $ 1,037 Accounts receivable 240 Prepaid expenses 29 Acquired technology 9,900 Customer relationships 1,500 Goodwill 20,041 Total assets acquired $ 32,747 Liabilities assumed 342 Net assets acquired $ 32,405 Consideration paid Cash paid $ 27,928 Contingent consideration 4,477 Total consideration $ 32,405 The weighted average useful life of all identified acquired intangible assets is 5 years. The estimated useful lives for acquired technology and customer relationships are 6 years and 2 years, respectively. For the year ended December 31, 2018 , the Company incurred transaction costs of $0.4 million in connection with the DealerScience acquisition which were expensed as incurred and included in general and administrative expense in the accompanying consolidated statements of comprehensive loss. The Company’s consolidated financial statements include the operating results of DealerScience from the date of acquisition of December 7, 2018 through December 31, 2018. Separate operating results and pro forma results of operations for DealerScience have not been presented as the effect of the acquisition is not material to the Company’s financial results. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment consisted of the following at December 31, 2018 and 2017 (in thousands): December 31, 2018 2017 Computer equipment, software, and internally developed software $ 99,204 $ 83,568 Furniture and fixtures 4,758 4,779 Leasehold improvements 8,602 8,342 Capitalized facility leases 30,632 39,302 143,196 135,991 Less: Accumulated depreciation (81,685 ) (65,281 ) Total property and equipment, net $ 61,511 $ 70,710 The Company is considered the owner, for accounting purposes only, of one of its Santa Monica, California leased office spaces and, until the termination of the lease on December 31, 2018 , was considered the owner, for accounting purposes only, 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, 2018 and 2017 , the Company has capitalized $30.6 million and $39.3 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. No interest costs related to the Premises were capitalized for the years ended December 31, 2018 and 2017 . At December 31, 2018 and 2017 , the Company had recorded accumulated amortization of $2.3 million and $2.2 million , respectively, for capitalized facility leases. Additionally, at December 31, 2018 and 2017 , the Company recognized a corresponding lease financing obligation of approximately $24.8 million and $31.4 million , respectively. Refer to Note 8 for additional information. Included in the table above are property and equipment of $1.1 million and $7.8 million as of December 31, 2018 and 2017 , respectively, which are capitalizable but had not yet been placed in service. The $1.1 million and $7.8 million balances at December 31, 2018 and 2017 , respectively, were comprised primarily of capitalized software not ready for its intended use. Total depreciation and amortization expense of property and equipment was $18.8 million , $18.6 million , and $19.3 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. Amortization of internal use capitalized software development costs was $13.4 million , $13.5 million , and $14.7 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. Amortization of capitalized facility leases was $1.0 million for the years ended December 31, 2018 , 2017 and 2016 . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consisted of the following at December 31, 2018 and December 31, 2017 (in thousands, except years): At December 31, 2018 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 40,990 $ (22,946 ) $ 18,044 Customer relationships 7,800 (4,925 ) 2,875 Tradenames 4,900 (2,368 ) 2,532 Total $ 53,690 $ (30,239 ) $ 23,451 At December 31, 2017 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 31,090 $ (19,911 ) $ 11,179 Customer relationships 6,300 (4,425 ) 1,875 Tradenames 4,900 (2,042 ) 2,858 Total $ 42,290 $ (26,378 ) $ 15,912 Amortization expense by asset type for the years ended December 31, 2018 , 2017 , and 2016 is shown below (in thousands): Year Ended December 31, 2018 2017 2016 Acquired technology and domain name $ 3,034 $ 3,035 $ 3,041 Customer relationships 500 500 673 Trade names 327 327 327 Total amortization $ 3,861 $ 3,862 $ 4,041 Expected amortization expense with respect to intangible assets at December 31, 2018 for each of the five years through December 31, 2023 and thereafter is as follows (in thousands): Years ended December 31, 2019 $ 6,191 2020 6,187 2021 4,572 2022 1,977 2023 1,977 Thereafter 2,547 Total amortization expense $ 23,451 |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facility | Credit Facility The Company is party to a third amended and restated loan and security agreement (the “Credit Facility”) with a financial institution that provides for advances under a $35.0 million revolving line of credit. In February 2018, the Company entered into a first amendment to the Credit Facility that, among other things, extended the expiration of the Credit Facility from February 18, 2018 to February 18, 2021. In December 2018, the Company entered into a second amendment to the Credit Facility to make certain other revisions that do not alter the borrowing amounts, interest rates, or required ratios. The Credit Facility provides a $10.0 million subfacility for the issuance of letters of credit and contained an increase option permitting the Company, subject to the lender’s consent, to increase the revolving credit facility by up to $15.0 million , to an aggregate maximum of $50 million . The 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 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. The Credit Facility requires the Company to maintain an adjusted quick ratio of at least 1.5 to 1.00 on the last day of each quarter. If the adjusted quick ratio is not maintained, the Credit 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 the Company’s Adjusted EBITDA minus cash income taxes to its cash interest payments for the trailing twelve months. The Credit Facility also limits the Company’s ability to pay dividends. At December 31, 2018 and 2017 , the Company was in compliance with the Credit Facility’s financial covenants. The Company’s future material domestic subsidiaries are required, upon the lender’s request, to become co-borrowers under the Credit Facility. Additionally, the Credit Facility contains acceleration clauses that accelerate any borrowings in the event of default. The Company’s obligations and those of its future material domestic subsidiaries are collateralized by substantially all of their respective assets, subject to certain exceptions and limitations. At December 31, 2018 and 2017 , the Company had no outstanding amounts under the Credit Facility. At December 31, 2018 and 2017 , the amount available was $31.0 million , reduced for letters of credit issued and outstanding under the subfacility of $4.0 million . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Office Lease Commitments At December 31, 2018 , the Company had various non-cancellable leases related to the Company’s office facilities which expire through 2030. At December 31, 2018 , 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 2019 $ 9,220 $ (2,180 ) 2020 8,716 (1,282 ) 2021 7,145 — 2022 7,362 — 2023 7,621 — Thereafter 22,532 — Total minimum lease payments $ 62,596 $ (3,462 ) The Company recorded rent expense, net of sublease income, of $4.9 million , $4.8 million , and $7.4 million for the years ended December 31, 2018 , 2017 , and 2016 , 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 . 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 and continuing through August 1, 2020, the letter of credit was to be 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, 2017 , the Company had capitalized $8.7 million in “Property and equipment, net” and a corresponding current and non-current lease financing obligation of $6.9 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 recorded 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 was being depreciated over the building’s estimated useful life of forty years. In July 2018, the Company reached an agreement with its landlord to terminate its lease effective December 31, 2018. Upon termination, the capitalized facility lease asset and the lease financing obligation of $6.9 million were both de-recognized. Santa Monica Office Lease In July 2014, the Company entered into a facility lease for one of its office spaces 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, 2018 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 and continuing 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, 2018 and 2017 , the Company has capitalized $30.6 million in “Property and equipment, net” and a corresponding current and non-current lease financing obligation of $24.8 million and $24.5 million , respectively. Upon completion of construction during the fourth quarter of 2015, the Company retained the fair value of the Santa Monica Office 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. 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 2015, the Company recorded an initial $2.2 million in lease exit costs. In 2016 and 2017, the Company updated its estimates of sublease rental income for the spaces exited in December 2015 and recorded an additional expense of $3.1 million and a benefit of $0.1 million , respectively, in lease exit costs due to changes in the local commercial real estate market observed in 2016 and 2017. In 2017, the Company completed subleasing the spaces. As of December 31, 2017 , the Company recognized a total of $5.2 million in lease exit cost associated with these office locations. The Company did not incur any additional costs for the year ended December 31, 2018 and 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, 2018 and 2017 (in thousands): Lease Exit Costs Accrual at December 31, 2016 $ 2,657 Expense (133 ) Cash Payments (1,170 ) Accrual at December 31, 2017 $ 1,354 Cash Payments (571 ) Accrual at December 31, 2018 $ 783 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 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. Discovery in this matter has been completed. On January 19, 2018, the Company filed a motion to exclude testimony from the plaintiffs’ damages expert. On April 10 and 11, 2018, the court held an evidentiary hearing on that motion. On May 9, 2018, the court granted the Company’s motion to exclude testimony from the plaintiffs’ damages expert. On July 2, 2018, the Company filed a motion for summary judgment seeking dismissal of the amended complaint in its entirety. The court has not yet ruled on that motion. 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. The Company has not recorded an accrual related to this matter as of December 31, 2018, as it does 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 California Superior Court for the County of Los Angeles (the “CNCDA Litigation”). The complaint sought declaratory and injunctive relief based on allegations that the Company was operating in the State of California as an unlicensed automobile dealer and autobroker. The complaint did not seek monetary relief. On July 20, 2015, the Company filed a “demurrer” to the complaint, which is a pleading that requests that the court 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 reiterated the claims in the prior complaints and added 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 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. Prior to the commencement of trial, the parties entered into settlement negotiations, and on December 14, 2017, the parties entered into a binding Settlement Agreement and Release (the “CNCDA Settlement Agreement”) to fully resolve the litigation. Pursuant to the CNCDA Settlement Agreement, the litigation was dismissed with prejudice on December 21, 2017. In light of the full resolution of this matter pursuant to the CNCDA Settlement Agreement, the Company does not believe that an additional loss is probable. 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 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 attorney’s 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 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 attorney’s 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 could continue to proceed regarding matters related to class certification only at that time. Subsequently, the court extended to February 7, 2018 the deadline for the filing of plaintiff’s motion for class certification and for the completion of related discovery. On February 7, 2018, the plaintiff filed a motion for class certification. The court held a hearing on the plaintiff’s class certification motion on July 12, 2018 and denied the motion on July 27, 2018. On September 26, 2018, the plaintiff filed a notice of appeal and proceedings in the trial court have been stayed pending the resolution of the appeal. 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, 2018 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 complaint asserted 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 sought an award of unspecified damages, interest, injunctive relief and attorney’s fees. In the complaint, the plaintiff sought 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.” 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. On November 27, 2017, the parties entered into a binding Confidential Settlement Agreement and Mutual Release (the “Haas Settlement Agreement”) on the same financial terms agreed to in principle on or around October 23, 2017. Thereafter, the Company fully satisfied the financial terms of the Haas Settlement Agreement, and pursuant to the Haas Settlement Agreement, the litigation was dismissed with prejudice on December 1, 2017. In light of the full resolution of this matter pursuant to the Haas Settlement Agreement, and the Company does not believe that an additional loss beyond the above-noted immaterial payment is probable. 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. As it relates to the Company, the complaint sought an award of unspecified damages, disgorgement, return of property taken or retained, injunctive relief and attorney’s fees. The complaint alleged 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 Cox Automotive’s request for the entry of a preliminary injunction. On November 13, 2017, oral argument was held on Cox Automotive’s request for the entry of a preliminary injunction. On January 23, 2018, the court dissolved the temporary restraining order and denied the request by Cox Automotive for the entry of a preliminary injunction. On February 27, 2018, the parties filed a “stipulation of discontinuance,” which terminated the case. The Company was not required to make any monetary payment or provide any other consideration in exchange for the stipulation of discontinuance. In light of the termination of the litigation on this basis, the Company has not recorded an accrual related to this matter as of December 31, 2018, as the Company does not believe a loss is probable. On March 30, 2018, the Company and one of its former officers were named as defendants in a putative securities class action filed by Leon Milbeck in the U.S. District Court for the Central District of California. The complaint sought an award of unspecified damages, interest, attorney’s fees and equitable relief based on allegations that the defendants made false or misleading statements about our business, operations, prospects and performance during a purported class period of February 16, 2017 through November 6, 2017 in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. On June 27, 2018, the court appointed the Oklahoma Police Pension and Retirement Fund as lead plaintiff. The plaintiff filed an amended complaint on August 24, 2018. The amended complaint reiterated the claims in the prior complaint and added claims under Section 11 of the Exchange Act. The amended complaint also added our chief executive officer Chip Perry, our interim chief financial officer John Pierantoni, our former chief financial officer Michael Guthrie and our underwriters and directors who signed the registration statement for our secondary offering that occurred during the class period as defendants. On October 31, 2018, the plaintiff dismissed the underwriters from the litigation “without prejudice,” meaning that they could be reinstated as defendants at a later time, and on November 5, 2018, the Company filed a motion to dismiss the amended complaint, which the court denied on February 5, 2019. The Company believes that the amended complaint is without merit and intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of December 31, 2018 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 December 2015, pursuant to an executed separation agreement with the Company’s former CEO, the Company paid its former CEO: (i) a 2015 bonus of $0.1 million ; (ii) severance of approximately $0.5 million , 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 continued to provide its former CEO health insurance benefits through the end of May 2018. At December 31, 2017, the remaining severance liability related to the former CEO was $0.1 million . At December 31, 2018, there was no remaining severance liability related to the former CEO. 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, 2017, there was no remaining severance liability related to these severance costs. 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 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, 2018 and 2017 , 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. Purchase Obligations At December 31, 2018 , 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 $ 7,817 $ 5,558 $ 2,254 $ 5 $ — 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, 2018 . Purchase obligations exclude agreements that are cancelable without penalty. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Follow-on Public Offering 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 (the “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. Warrants Issued to USAA In May 2014, the Company extended our affinity group marketing agreement with USAA, the largest affinity partner and a significant stockholder of the Company. 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 14). For the years ended December 31, 2018 and 2017 , there was no warrant expense recognized. For the year ended December 31, 2016, the Company recognized expense of $0.1 million related to warrants to purchase 10,666 shares of common stock that have been earned and are vested. The fair value of the warrants was based on the following assumptions using the Black-Scholes option-pricing model: Year Ended December 31, 2016 Risk-free interest rate 1.13 % to 1.98 % Contractual life (years) 5.3 to 6.3 Expected volatility 46.7 % to 48.8 % Dividend yield — At December 31, 2018 , there were 509,642 shares that were earned and outstanding under the warrant with an additional 949,337 remaining shares that are available for issuance upon the achievement of minimum performance milestones. 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 equity incentive plans. The number of shares of the Company’s common stock reserved for these purposes at December 31, 2018 is as follows: Number of Shares Outstanding stock options 14,114,651 Outstanding restricted stock units 5,375,963 Outstanding common stock warrants 1,458,979 Additional shares available for grant under the equity plan 4,944,880 Total 25,894,473 |
Stock-based Awards
Stock-based Awards | 12 Months Ended |
Dec. 31, 2018 | |
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 initial public offering in May 2014 (the “IPO”), the 2005 Plan and the 2008 Plan were terminated. Upon the IPO, 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: (x) 10,000,000 shares; (y) 5% of the total outstanding shares of TrueCar common stock as of the last day of the previous fiscal year; or (z) such other amount as determined by the Company’s Board of Directors. As of December 31, 2018 , the total number of shares available for future issuance under the 2014 Plan was 4,944,880 shares. In accordance with the evergreen provision, effective January 1, 2019 , an additional 5,216,875 shares of common stock were 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 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. The exercise price of stock options granted under the 2014 Plan must at least equal 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, 2018 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, 2017 16,714,216 $ 12.46 7.7 Granted 1,692,999 9.78 Exercised (2,182,903 ) 9.05 Forfeited/expired (2,109,661 ) 14.77 Outstanding at December 31, 2018 14,114,651 $ 12.32 7.0 $ 5.8 Vested and expected to vest at December 31, 2018 14,114,651 $ 12.32 7.0 $ 5.8 Exercisable at December 31, 2018 8,301,337 $ 11.42 6.1 $ 4.3 (1) The aggregate intrinsic value represents the excess of the closing price of the Company’s common stock of $9.06 on December 31, 2018 over the exercise price of in-the-money stock option awards. At December 31, 2018 , total remaining stock-based compensation expense for unvested option awards, including performance-based stock option awards, was $32.3 million , which is expected to be recognized over a weighted-average period of 2.4 years . The weighted-average grant-date fair value per share of options granted for the years ended December 31, 2018 , 2017 , and 2016 was $4.60 , $8.77 , and $4.50 , respectively. The Company recorded stock-based compensation expense for stock option awards of $16.0 million , $17.3 million , and $14.8 million , for the years ended December 31, 2018 , 2017 , and 2016 , respectively. The total intrinsic value of options exercised in 2018 , 2017 , and 2016 was $6.6 million , $120.4 million , and $8.5 million , respectively. Restricted Stock Units A summary of the Company’s restricted stock unit (“RSU”) activity for the year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Non-vested — December 31, 2017 4,284,438 $ 11.99 Granted 4,098,970 10.00 Vested (1,999,633 ) 10.86 Forfeited (1,007,812 ) 11.35 Non-vested — December 31, 2018 5,375,963 $ 11.01 The total fair market value of RSUs that vested for the years ended December 31, 2018 , 2017 , and 2016 was $22.4 million , $25.6 million , and $11.8 million , respectively. The weighted-average grant-date fair value of RSUs granted for the years ended December 31, 2018 , 2017 , and 2016 was $10.00 , $18.26 , and $7.37 , respectively. For the years ended December 31, 2018 , 2017 , and 2016 , the Company recorded $21.2 million , $14.9 million , and $9.9 million in compensation expense, respectively. At December 31, 2018 , total remaining stock-based compensation expense for non-vested RSUs is $55.7 million , which is expected to be recognized over a weighted-average period of 2.8 years . 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, 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, 2018 2017 2016 Risk-free interest rate 2.85 % 1.89 % 1.32 % Expected term (years) 5.94 6.25 5.96 Expected volatility 46 % 47 % 49 % 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 and RSUs in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Year Ended December 31, 2018 2017 2016 Cost of revenue $ 1,726 $ 1,105 $ 960 Sales and marketing 13,950 10,353 5,837 Technology and development 10,589 8,060 4,398 General and administrative 10,954 12,723 13,544 Total stock-based compensation expense 37,219 32,241 24,739 Amount capitalized to internal-use software 1,890 1,407 1,012 Total stock-based compensation cost $ 39,109 $ 33,648 $ 25,751 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the Company’s income tax provision (benefit) are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State 67 18 74 Total current provision 67 18 74 Deferred: Federal (282 ) 410 547 State 38 40 34 Tax Act impact — (2,632 ) — Total deferred (benefit) provision (244 ) (2,182 ) 581 Total income tax (benefit) provision $ (177 ) $ (2,164 ) $ 655 The 2018 income tax benefit of $0.2 million primarily reflects decrease in valuation allowance associated with the partial recognition of the Company’s tax-deductible goodwill amortization as an available source of income to realize deferred tax assets. The 2017 income tax benefit of $2.2 million included a $2.6 million impact from the change in tax law. Of the $2.6 million impact of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), $1.2 million results from the remeasurement of our U.S. federal deferred tax assets and liabilities at the tax rate expected to apply when the temporary differences are realized/settled (remeasured at a rate of 21% versus 34% for the majority of the deferred tax assets and liabilities), and $1.4 million results from the decrease in valuation allowance associated with the partial recognition of the Company’s tax-deductible goodwill amortization as an available source of income to realize deferred tax assets. The 2016 income tax provision of $0.7 million primarily reflects 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 as follows: Year Ended December 31, 2018 2017 2016 Income tax benefit based on the federal statutory rate 21.0 % 34.0 % 34.0 % State income taxes, net of federal benefit 1.4 9.4 3.2 Nondeductible expenses (4.7 ) (1.2 ) (1.7 ) Change in valuation allowance, excluding Tax Act impact (14.2 ) (130.0 ) (33.0 ) Stock-based compensation (2.9 ) 86.5 (4.1 ) Tax Act impact — 7.5 — Overall effective income tax rate 0.6 % 6.2 % (1.6 )% The components of deferred tax assets (liabilities) are as follows (in thousands): December 31, 2018 2017 Deferred income tax assets: Net operating loss carryforwards $ 101,763 $ 99,551 Stock-based compensation 13,227 11,854 Accrued expenses 1,950 1,878 Research and development tax credits 569 568 Other 656 271 Gross deferred tax assets 118,165 114,122 Valuation allowance (109,625 ) (107,046 ) Net deferred tax assets 8,540 7,076 Deferred tax liabilities: Property, equipment and software (3,477 ) (3,540 ) Intangible assets and goodwill (4,274 ) (4,348 ) Capitalized commissions (791 ) — §481(a) Adjustment - ASC 606 (566 ) — Gross deferred tax liabilities (9,108 ) (7,888 ) Total net deferred tax liabilities $ (568 ) $ (812 ) The net deferred tax liability at December 31, 2018 and 2017 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, 2018 , the Company had federal and state net operating loss carryforwards of $404.0 million and $255.1 million , respectively. The Company’s federal and state net operating loss carryforwards begin to expire in the years ending December 31, 2025 and 2019, respectively. At December 31, 2018 , 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 (the “IRC”), 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, 2018 . 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, 2018 , a valuation allowance of $109.6 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, 2018 , 2017 , and 2016 is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Valuation allowance, at beginning of year $ 107,046 $ 115,689 $ 84,167 Decrease in valuation allowance - ASC 606 Impact (1,457 ) — — Increase in valuation allowance - share-based compensation guidance impact — — 17,959 Valuation allowance, at beginning of year, as adjusted $ 105,589 $ 115,689 $ 102,126 Increase in valuation allowance, excluding Tax Act impact 4,036 45,512 13,563 Decrease in valuation allowance - federal tax rate change — (52,757 ) — Release of valuation allowance due to the Tax Act — (1,398 ) — Valuation allowance, at end of year $ 109,625 $ 107,046 $ 115,689 The $4.0 million increase in valuation allowance is primarily related to an increase in the tax-effected amount of unrealized net operating loss carryforwards. The $1.4 million release of valuation allowance for the year ended December 31, 2017 pertains to the partial recognition of the Company’s tax-deductible goodwill amortization as an available source of income to realize deferred tax assets due to the net operating loss provisions of the Tax Act. The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2018 2017 2016 Unrecognized tax benefit, beginning of year $ (3 ) $ 3 $ 3 Additions based on current year tax positions — — — Additions for prior years’ tax positions — 1 — Settlements with tax authorities — (7 ) — Reductions for prior years’ tax positions — — — Unrecognized tax benefit, end of year $ (3 ) $ (3 ) $ 3 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, 2018 , no interest and penalties related to uncertain tax positions have been accrued. 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 and various state taxing authorities. The Company is not currently under Internal Revenue Service or state tax examination. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share 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 is 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, 2018 , 2017 , and 2016 (in thousands, except per share data): Year Ended December 31, 2018 2017 2016 Net loss $ (28,321 ) $ (32,849 ) $ (41,708 ) Weighted-average common shares outstanding 102,149 94,865 84,483 Net loss per share — basic and diluted $ (0.28 ) $ (0.35 ) $ (0.49 ) 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, 2018 , 2017 , and 2016 (in thousands): December 31, 2018 2017 2016 Options to purchase common stock 14,115 16,714 24,542 Common stock warrants 1,459 1,459 1,459 Unvested restricted stock units 5,376 4,284 4,339 Total shares excluded from net loss per share attributable to common stockholders 20,950 22,457 30,340 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [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 $2.4 million , $2.3 million , and $2.1 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions 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 pursuant to which the Company operates its Auto Buying Program through a white-labeled website available to USAA’s members. At the time that the Company entered into these arrangements, USAA met the definition of a related party. The Company has amounts due from USAA at December 31, 2018 and 2017 of $0.3 million and $0.2 million , respectively. In addition, the Company has amounts due to USAA at December 31, 2018 and 2017 of $5.3 million and $3.3 million , respectively. At December 31, 2018 and 2017 , $5.0 million and $3.2 million , respectively, was included in accounts payable, while $0.2 million and $0.1 million , respectively, was included in accrued expenses and other current liabilities. The Company recorded sales and marketing expense of $22.1 million , $16.5 million , and $13.9 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively, related to service arrangements entered into with USAA, including non-cash expense associated with warrants to purchase shares of common stock (Note 9). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Reorganization In January 2019, the Company initiated and completed a restructuring plan (the “Plan”) to improve efficiency and reduce expenses. The Company estimates that it will incur severance costs of approximately $3.3 million in the first quarter of 2019 in connection with the Plan. Trade On February 8, 2019, TrueCar, acquired 20% of the outstanding equity interests of Accu-Trade, LLC, a Delaware limited liability company (“Accu-Trade”), from R.M. Hollenshead Auto Sales & Leasing, Inc., a Florida corporation (“RHAS”), Robert M. Hollenshead (“Hollenshead”) and Jeffrey J. Zamora (“Zamora” and, together with RMHS and Hollenshead, the “Sellers”), pursuant to a Membership Interest Purchase Agreement, dated as of February 8, 2019 (the “Purchase Agreement”), by and among Accu-Trade, RMHS, Hollenshead, Zamora and the Company. Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions thereof, the Company paid the Sellers $17.9 million in cash consideration and made a $5 million capital contribution to Accu-Trade. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 that are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, contract assets, the fair value of a warrant asset and the related liability, the fair value of assets and liabilities assumed in business combinations, the 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, the fair values of assets and liabilities assumed in business combinations, the fair value of the warrant asset and related liability, 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 Interim Chief Financial Officer and Chief Accounting 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 dealer revenue, OEM incentives revenue, and forecasts, consulting and other revenue (Note 3). 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, 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 the warrant asset, 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. |
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, 2018 , 2017 , and 2016 . No single customer comprised more than 10% of the Company’s accounts receivable balance at December 31, 2018 and 2017 . 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 14). 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 for sales allowances and its allowance for doubtful accounts. For contract assets, the Company records the assets net of sales allowances and an allowance for doubtful accounts, which are estimated in the same manner as for accounts receivable balances. 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 the dealer is 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 its sales allowances, 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 specific circumstances that make it likely that recovery will not occur in a particular case. 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 the lease term or the 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 values 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, two 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, a 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 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 that 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 to perform the quantitative impairment test. The quantitative test 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. If, however, the fair value of the reporting unit is less than book value, 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 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 replaces all existing revenue recognition guidance under GAAP. The Company adopted the new revenue standard as of January 1, 2018 using the modified retrospective transition method. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with prior revenue guidance. See Note 3 for further details. Under the new revenue standard, the Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the performance obligation or obligations are satisfied. Dealer Revenue Dealer revenue is comprised of Auto Buying Program revenue as well as revenue from TrueCar Trade, DealerScience, and DealerSync. Auto Buying Program revenues include fees paid by customers 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 in one of three ways: on a per-vehicle basis for sales to Auto Buying Program users, on a per-introduction basis for sales to Auto Buying Program users, or under a subscription arrangement. Contracts are cancellable by the Dealer or the Company at any time. The Company does not provide significant Dealer financing terms. The Company’s performance obligation to TrueCar Certified Dealers is the same for all payment types for our Auto Buying Program revenues: to provide Dealers with introductions to in-market consumers through the use of the TrueCar platform, so that those Dealers have the opportunity to sell vehicles to those consumers. Control transfers to Dealers upon delivery of introductions, which is the point at which the Company recognizes revenue. When a user decides to proceed with a vehicle purchase through the Company, the user provides his or her name, address, email, and 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 before an actual sale occurs. After a sale occurs, the Company receives information regarding the sale, including the identity of the purchaser, through the Dealer Management System used by the Dealer that made the sale. The Company also receives information regarding vehicle sales from a variety of other 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 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. Pay-Per-Sale. Under the old revenue standard, in years prior to 2018, the Company recognized revenue for fee arrangements based on a per-vehicle basis when the vehicle sale had occurred between the Auto Buying Program user and the Dealer. Under the new revenue standard for fee arrangements based on a pay-per-sale billing model, revenue for the Auto Buying Program is recognized when introductions are delivered to the Dealer and for the amount that the Company estimates it will be able to earn. To formulate this estimate, the Company uses the expected value method based primarily on an analysis of historical introductions that result in vehicle sales and further validated by subsequent actual sales information. Under the contractual terms and conditions of arrangements with TrueCar Certified Dealers that pay on a per-vehicle-sale basis, the Dealer is not obligated to pay the Company until a vehicle sale has occurred between the Auto Buying Program user and the Dealer, for which the introduction was provided to the Dealer by the Company. Contractually, the Dealers’ obligation to pay is not contingent on verification or acceptance of the transaction by the Dealer. As a result, revenue recognition occurs earlier than billing as an estimate of the variable consideration to be received is determined upon control transfer, resulting in a contract asset. Pay-Per-Introduction. Under fee arrangements based on a pay-per-introduction billing model, revenue for the Auto Buying Program is recognized when introductions are delivered. 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 also 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”). For all subscription arrangements, the Company recognizes the fees as revenue when introductions are delivered by allocating a portion of the monthly subscription fee to each delivered introduction. For guaranteed sales and guaranteed introduction subscriptions, the amount allocated is adjusted at the end of each month for any credits, as described below. Total revenue recognized in any given month remains unchanged from the old revenue standard for subscription arrangements. Flat-Rate Subscription. Under flat-rate subscription arrangements, fees are charged at a monthly flat rate regardless of the number of introductions provided by the Company to the Dealer or sales made to users of the Company’s platform by the Dealer. Guaranteed-Sales Subscription. Under guaranteed-sales subscription arrangements, monthly 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. If the actual number of vehicles sold exceeds the number of guaranteed sales, the Company is not entitled to any additional fees. As of January 1, 2019, the Company no longer offers guaranteed sales subscription arrangements in California, and it transferred all California dealers from this billing method to flat-rate subscription arrangements before that date. Guaranteed-Introductions Subscription. Under guaranteed-introductions subscription arrangements, monthly 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. If the actual number of introductions provided exceeds the number guaranteed, the Company is not entitled to any additional fees. TrueCar Trade . TrueCar Trade provides consumers with information on the value of their trade-in vehicles, while providing Dealers with introductions to these in-market consumers so that those Dealers have the opportunity to buy trade-in vehicles from those consumers. Dealers pay monthly subscription fees for access to TrueCar Trade that vary depending on the level of service selected. Depending on their subscription terms, some Dealers pay additional transaction fees for each vehicle purchased from a consumer that was introduced through TrueCar Trade. Subscription fees are recognized on a monthly basis, while transaction fees for vehicles purchased by a Dealer are estimated and recognized at the point in time the introduction between the Dealer and consumer occurs. DealerScience and DealerSync. DealerScience and DealerSync revenues consist of monthly subscription fees paid by dealers for access to DealerScience’s and DealerSync’s products and services. DealerScience provides dealers with advanced digital retailing software tools that allow them to calculate accurate monthly payments, expedite vehicle desking, which is the process of presenting and agreeing upon financial terms and financing options, and streamline the consumers’ experience from shopping to showroom. DealerSync products and services include a dealer website creation and management service and a software platform that assists dealers in managing, marketing and growing their business. Subscription fees are recognized on a monthly basis. OEM Incentives Revenue The Company enters into arrangements with OEMs to promote the sale of their vehicles primarily through the offering of additional consumer incentives. These manufacturers pay a per-vehicle fee to the Company for promotion of the incentive after the sale of the vehicle has occurred between the Auto Buying Program user and the Dealer. Under the old revenue standard, in years prior to 2018, the Company recognized as revenue the per-vehicle incentive fee at the time the sale of the vehicle occurred between the Auto Buying Program user and the Dealer. Under the new revenue standard, the Company’s performance obligation to OEMs is to deliver incentive offers to consumers. Control transfers upon delivery of incentive offers, which is the point at which the Company recognizes revenue. The Company recognizes revenue for the amount that the Company estimates it will be able to earn. To formulate this estimate, the Company uses the expected value method based primarily on an analysis of historical incentive offers that result in vehicle sales and further validated by subsequent actual sales information. As a result, revenue recognition occurs earlier than billing as an estimate of the variable consideration to be received is determined upon control transfer, resulting in a contract asset. 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 projects. Sales are principally made to vehicle manufacturers, vehicle financing companies, investment banks, automobile dealers, and insurance companies. Forecasts and consulting project sales arrangements may include multiple promises to deliver goods and services, such as sale of lease residual forecasts from guidebooks and consulting projects. For revenue arrangements containing multiple promises to transfer goods or services, the Company first determines which of the goods or services are distinct and therefore separate performance obligations. If multiple distinct performance obligations are identified, the total transaction price for a contract is allocated to each performance obligation on a relative standalone selling price basis. In most cases, the goods and services we promise to deliver are sold on a stand-alone basis, which is determined to be the standalone selling price. Revenue allocated to each performance obligation from the sale of lease residual value forecasts, guidebooks, and consulting projects is recognized when each performance obligation is satisfied. Some residual value data is available via subscription with updated data provided as available during the subscription period or as part of discrete delivered data packages. Sales attributed to residual value data and guidebooks are recognized either over time during the subscription period or when the data or guidebooks are delivered, depending on the terms of the contract, and consulting projects are recognized when the project is delivered. The Company has elected to use the practical expedient of not disclosing the remaining performance obligations for contracts that have durations of one year or less. The Company does not have significant remaining performance obligations in excess of one year. Incremental Costs to Obtain a Contract The new revenue standard requires the deferral of the recognition of incremental costs to obtain a contract, which the Company has identified as certain of its sales commissions paid to internal sales representatives for the sale of TrueCar’s services to Dealers. These costs are deferred and then amortized over the expected customer life, which has been determined to be three years based on an analysis of historical and expected customer life. Amortization expense is included within sales and marketing on the accompanying consolidated statements of comprehensive loss. Prior to adoption of the new revenue standard, sales commissions were expensed when incurred. 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; 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. 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 options 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 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 which 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued new guidance to simplify the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation — Stock Compensation , to include share-based payment transactions for acquiring goods and services from nonemployees. Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods, 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 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 Company early adopted this guidance for its 2018 annual impairment test. The adoption of this guidance did not 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 became effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. 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 did not 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. Upon adoption, the Company will recognize the cumulative effect of adopting this guidance as an adjustment to the opening balance of accumulated deficit. Prior periods will not be retrospectively adjusted. As a result of adoption, the Company expects a material impact as right-of-use assets and lease liabilities are recognized on the consolidated balance sheet, primarily related to office facility leases. Additionally, the Company expects to recognize greater rent expense in operating expenses and less interest expense as the Company no longer expects to have any build-to-suit leases. The Company continues to evaluate the methods and impact of adopting this guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of financial assets measured at fair value on a recurring basis | The following table summarizes the Company’s assets and liabilities at fair value on a recurring basis at December 31, 2018 and 2017 by level within the fair-value hierarchy. These assets and liabilities 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, 2018 At December 31, 2017 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 192,207 $ — $ — $ 192,207 $ 195,584 $ — $ — $ 195,584 Total Assets $ 192,207 $ — $ — $ 192,207 $ 195,584 $ — $ — $ 195,584 Liabilities: Contingent consideration, non-current $ — $ — $ 4,477 $ 4,477 $ — $ — $ — $ — Total Liabilities $ — $ — $ 4,477 $ 4,477 $ — $ — $ — $ — |
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, 2018 2017 2016 Allowances, at beginning of period $ 3,030 $ 2,600 $ 2,720 Charged as a reduction of revenue 8,703 7,734 7,042 Charged to bad debt expense in general and administrative expenses 1,688 1,385 1,285 Write-offs, net of recoveries (10,039 ) (8,689 ) (8,447 ) Allowances, at end of period $ 3,382 $ 3,030 $ 2,600 |
Schedule of expected amortization expense with respect to capitalized software costs | Expected amortization expense with respect to capitalized software costs at December 31, 2018 for each of the years through December 31, 2022 is as follows (in thousands): Years ended December 31, 2019 $ 11,416 2020 8,603 2021 3,698 2022 50 Total amortization expense $ 23,767 |
Revenue Information and Deferre
Revenue Information and Deferred Sales Commissions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Cumulative Effects of Changes | The cumulative effects of the changes made to the Company’s January 1, 2018 consolidated balance sheet were as follows (in thousands): December 31, 2017 Adjustments Due to Adoption of New Revenue Standard January 1, 2018 Assets Other current assets $ 1,145 $ 3,324 $ 4,469 Other assets 1,391 2,962 4,353 Liabilities Accounts payable $ 18,620 $ 256 $ 18,876 Accrued expenses and other liabilities 12,790 107 12,897 Stockholders ’ Equity Accumulated deficit $ (351,084 ) $ 5,923 $ (345,161 ) The impact of adoption of the new revenue standard on the Company’s consolidated statement of comprehensive loss and consolidated balance sheet was as follows (in thousands): Year Ended December 31, 2018 As Reported Balances Without Adoption of New Revenue Standard Effect of Change Increase/(Decrease) Revenues $ 353,571 $ 353,575 $ (4 ) Sales and marketing 213,415 213,448 $ (33 ) Net loss (28,321 ) (28,350 ) $ (29 ) December 31, 2018 As Reported Balances Without Adoption of New Revenue Standard Effect of Change Increase/(Decrease) Assets Other current assets $ 4,103 $ 787 3,316 Other assets 7,228 4,015 $ 3,213 Liabilities Accounts payable $ 26,305 $ 25,831 474 Accrued expenses and other liabilities 10,908 10,805 103 Stockholders ’ Equity Accumulated deficit $ (373,482 ) $ (379,434 ) $ 5,952 |
Disaggregation of Revenue | The Company disaggregates revenue into three revenue streams: dealer revenue, OEM incentives revenue, and forecasts, consulting and other revenue. Prior to adoption of the new revenue standard, dealer revenue and OEM incentives revenue had been disclosed together as “transaction revenue.” The following table presents the Company’s revenue categories during the periods presented (in thousands): Year Ended December 31, 2018 2017(1) 2016(1) Dealer revenue $ 304,596 $ 280,563 $ 240,466 OEM incentives revenue 30,012 23,277 19,050 Forecasts, consulting and other revenue 18,963 19,309 17,991 Total revenues $ 353,571 $ 323,149 $ 277,507 (1) Prior period amounts have not been adjusted under the modified retrospective method. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Purchase Consideration | The following table summarizes the allocation of the purchase consideration and the estimated fair value of the assets acquired and the liabilities assumed for the acquisition of DealerScience during the year ended December 31, 2018 (in thousands): DealerScience Assets acquired Cash $ 1,037 Accounts receivable 240 Prepaid expenses 29 Acquired technology 9,900 Customer relationships 1,500 Goodwill 20,041 Total assets acquired $ 32,747 Liabilities assumed 342 Net assets acquired $ 32,405 Consideration paid Cash paid $ 27,928 Contingent consideration 4,477 Total consideration $ 32,405 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following at December 31, 2018 and 2017 (in thousands): December 31, 2018 2017 Computer equipment, software, and internally developed software $ 99,204 $ 83,568 Furniture and fixtures 4,758 4,779 Leasehold improvements 8,602 8,342 Capitalized facility leases 30,632 39,302 143,196 135,991 Less: Accumulated depreciation (81,685 ) (65,281 ) Total property and equipment, net $ 61,511 $ 70,710 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of intangible assets | Intangible assets consisted of the following at December 31, 2018 and December 31, 2017 (in thousands, except years): At December 31, 2018 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 40,990 $ (22,946 ) $ 18,044 Customer relationships 7,800 (4,925 ) 2,875 Tradenames 4,900 (2,368 ) 2,532 Total $ 53,690 $ (30,239 ) $ 23,451 At December 31, 2017 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 31,090 $ (19,911 ) $ 11,179 Customer relationships 6,300 (4,425 ) 1,875 Tradenames 4,900 (2,042 ) 2,858 Total $ 42,290 $ (26,378 ) $ 15,912 |
Schedule of amortization expense | Amortization expense by asset type for the years ended December 31, 2018 , 2017 , and 2016 is shown below (in thousands): Year Ended December 31, 2018 2017 2016 Acquired technology and domain name $ 3,034 $ 3,035 $ 3,041 Customer relationships 500 500 673 Trade names 327 327 327 Total amortization $ 3,861 $ 3,862 $ 4,041 |
Schedule of expected amortization expense with respect to intangible assets | Expected amortization expense with respect to intangible assets at December 31, 2018 for each of the five years through December 31, 2023 and thereafter is as follows (in thousands): Years ended December 31, 2019 $ 6,191 2020 6,187 2021 4,572 2022 1,977 2023 1,977 Thereafter 2,547 Total amortization expense $ 23,451 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments for obligations under non cancellable lease obligations | At December 31, 2018 , 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 2019 $ 9,220 $ (2,180 ) 2020 8,716 (1,282 ) 2021 7,145 — 2022 7,362 — 2023 7,621 — Thereafter 22,532 — Total minimum lease payments $ 62,596 $ (3,462 ) |
Schedule of lease exit liability | The following table presents a roll forward of the lease exit liability for the years ended December 31, 2018 and 2017 (in thousands): Lease Exit Costs Accrual at December 31, 2016 $ 2,657 Expense (133 ) Cash Payments (1,170 ) Accrual at December 31, 2017 $ 1,354 Cash Payments (571 ) Accrual at December 31, 2018 $ 783 |
Schedule of purchase obligations | At December 31, 2018 , 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 $ 7,817 $ 5,558 $ 2,254 $ 5 $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 Risk-free interest rate 1.13 % to 1.98 % Contractual life (years) 5.3 to 6.3 Expected volatility 46.7 % to 48.8 % Dividend yield — |
Schedule of reserve for unissued shares of common stock | The number of shares of the Company’s common stock reserved for these purposes at December 31, 2018 is as follows: Number of Shares Outstanding stock options 14,114,651 Outstanding restricted stock units 5,375,963 Outstanding common stock warrants 1,458,979 Additional shares available for grant under the equity plan 4,944,880 Total 25,894,473 |
Stock-based Awards (Tables)
Stock-based Awards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 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, 2017 16,714,216 $ 12.46 7.7 Granted 1,692,999 9.78 Exercised (2,182,903 ) 9.05 Forfeited/expired (2,109,661 ) 14.77 Outstanding at December 31, 2018 14,114,651 $ 12.32 7.0 $ 5.8 Vested and expected to vest at December 31, 2018 14,114,651 $ 12.32 7.0 $ 5.8 Exercisable at December 31, 2018 8,301,337 $ 11.42 6.1 $ 4.3 (1) The aggregate intrinsic value represents the excess of the closing price of the Company’s common stock of $9.06 on December 31, 2018 over the exercise price of in-the-money stock option awards. |
Schedule of activity in connection with the restricted stock units | restricted stock unit (“RSU”) activity for the year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Non-vested — December 31, 2017 4,284,438 $ 11.99 Granted 4,098,970 10.00 Vested (1,999,633 ) 10.86 Forfeited (1,007,812 ) 11.35 Non-vested — December 31, 2018 5,375,963 $ 11.01 |
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, 2018 2017 2016 Risk-free interest rate 2.85 % 1.89 % 1.32 % Expected term (years) 5.94 6.25 5.96 Expected volatility 46 % 47 % 49 % 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 and RSUs in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Year Ended December 31, 2018 2017 2016 Cost of revenue $ 1,726 $ 1,105 $ 960 Sales and marketing 13,950 10,353 5,837 Technology and development 10,589 8,060 4,398 General and administrative 10,954 12,723 13,544 Total stock-based compensation expense 37,219 32,241 24,739 Amount capitalized to internal-use software 1,890 1,407 1,012 Total stock-based compensation cost $ 39,109 $ 33,648 $ 25,751 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the income tax provision | The components of the Company’s income tax provision (benefit) are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State 67 18 74 Total current provision 67 18 74 Deferred: Federal (282 ) 410 547 State 38 40 34 Tax Act impact — (2,632 ) — Total deferred (benefit) provision (244 ) (2,182 ) 581 Total income tax (benefit) provision $ (177 ) $ (2,164 ) $ 655 |
Schedule of overall effective income tax rate | The overall effective income tax rate differs from the statutory federal rate as follows: Year Ended December 31, 2018 2017 2016 Income tax benefit based on the federal statutory rate 21.0 % 34.0 % 34.0 % State income taxes, net of federal benefit 1.4 9.4 3.2 Nondeductible expenses (4.7 ) (1.2 ) (1.7 ) Change in valuation allowance, excluding Tax Act impact (14.2 ) (130.0 ) (33.0 ) Stock-based compensation (2.9 ) 86.5 (4.1 ) Tax Act impact — 7.5 — Overall effective income tax rate 0.6 % 6.2 % (1.6 )% |
Schedule of components of deferred tax assets (liabilities) | The components of deferred tax assets (liabilities) are as follows (in thousands): December 31, 2018 2017 Deferred income tax assets: Net operating loss carryforwards $ 101,763 $ 99,551 Stock-based compensation 13,227 11,854 Accrued expenses 1,950 1,878 Research and development tax credits 569 568 Other 656 271 Gross deferred tax assets 118,165 114,122 Valuation allowance (109,625 ) (107,046 ) Net deferred tax assets 8,540 7,076 Deferred tax liabilities: Property, equipment and software (3,477 ) (3,540 ) Intangible assets and goodwill (4,274 ) (4,348 ) Capitalized commissions (791 ) — §481(a) Adjustment - ASC 606 (566 ) — Gross deferred tax liabilities (9,108 ) (7,888 ) Total net deferred tax liabilities $ (568 ) $ (812 ) |
Schedule of change in the valuation allowance | e change in the valuation allowance for the years ended December 31, 2018 , 2017 , and 2016 is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Valuation allowance, at beginning of year $ 107,046 $ 115,689 $ 84,167 Decrease in valuation allowance - ASC 606 Impact (1,457 ) — — Increase in valuation allowance - share-based compensation guidance impact — — 17,959 Valuation allowance, at beginning of year, as adjusted $ 105,589 $ 115,689 $ 102,126 Increase in valuation allowance, excluding Tax Act impact 4,036 45,512 13,563 Decrease in valuation allowance - federal tax rate change — (52,757 ) — Release of valuation allowance due to the Tax Act — (1,398 ) — Valuation allowance, at end of year $ 109,625 $ 107,046 $ 115,689 |
Schedule of reconciliation of the total amounts of unrecognized tax benefits | e following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2018 2017 2016 Unrecognized tax benefit, beginning of year $ (3 ) $ 3 $ 3 Additions based on current year tax positions — — — Additions for prior years’ tax positions — 1 — Settlements with tax authorities — (7 ) — Reductions for prior years’ tax positions — — — Unrecognized tax benefit, end of year $ (3 ) $ (3 ) $ 3 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 , 2017 , and 2016 (in thousands, except per share data): Year Ended December 31, 2018 2017 2016 Net loss $ (28,321 ) $ (32,849 ) $ (41,708 ) Weighted-average common shares outstanding 102,149 94,865 84,483 Net loss per share — basic and diluted $ (0.28 ) $ (0.35 ) $ (0.49 ) |
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, 2018 , 2017 , and 2016 (in thousands): December 31, 2018 2017 2016 Options to purchase common stock 14,115 16,714 24,542 Common stock warrants 1,459 1,459 1,459 Unvested restricted stock units 5,376 4,284 4,339 Total shares excluded from net loss per share attributable to common stockholders 20,950 22,457 30,340 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Segments and Fair Value Methods Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Accounting Policies [Abstract] | |||
Number of operating segments | segment | 1 | ||
Impairments | $ | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_5
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, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 192,207 | $ 195,584 |
Total Assets | 192,207 | 195,584 |
Contingent consideration, non-current | 4,477 | 0 |
Total Liabilities | 4,477 | 0 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 192,207 | 195,584 |
Total Assets | 192,207 | 195,584 |
Contingent consideration, non-current | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Total Assets | 0 | 0 |
Contingent consideration, non-current | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Total Assets | 0 | 0 |
Contingent consideration, non-current | 4,477 | 0 |
Total Liabilities | $ 4,477 | $ 0 |
Summary of Significant Accoun_6
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Review period for past due accounts | 90 days | ||
Allowance for Doubtful Accounts | |||
Allowances, at beginning of period | $ 3,030 | $ 2,600 | $ 2,720 |
Charged as a reduction of revenue | 8,703 | 7,734 | 7,042 |
Charged to bad debt expense in general and administrative expenses | 1,688 | 1,385 | 1,285 |
Write-offs, net of recoveries | (10,039) | (8,689) | (8,447) |
Allowances, at end of period | $ 3,382 | $ 3,030 | $ 2,600 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment, Net Narrative (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 Accoun_8
Summary of Significant Accounting Policies - Software and Website Development Costs Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Technology and development | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized software costs write off amount | $ 100,000 | $ 100,000 |
Software and Software Development Costs | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Capitalized software costs | $ 86,000,000 | 71,200,000 |
Accumulated amortization of computer software | 62,200,000 | 48,800,000 |
Acceleration of amortization | 1,000,000 | 1,700,000 |
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 Accoun_9
Summary of Significant Accounting Policies - Schedule of Expected Amortization Expense (Details) - Software Costs $ in Thousands | Dec. 31, 2018USD ($) |
Property, Plant and Equipment [Line Items] | |
2,019 | $ 11,416 |
2,020 | 8,603 |
2,021 | 3,698 |
2,022 | 50 |
Total amortization expense | $ 23,767 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Intangible Assets Acquired in Business Combinations Narrative (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 | 2 years |
Minimum | Acquired 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 | Acquired technology | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Long-Lived Assets, Goodwill, Revenue Recognition Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Asset Impairment Charges | $ 0 | $ 0 | $ 0 |
Impairment charges recorded on long lived assets | 0 | 0 | 0 |
Impairment charges recorded on goodwill | 0 | $ 0 | $ 0 |
Goodwill acquired | $ 20,000,000 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Warrant (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2018 | Nov. 19, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Investment [Line Items] | ||||
Accrued expenses and other current liabilities (includes related party accrued expenses of $218 and $52 at December 31, 2018 and 2017, respectively) | $ 10,908 | $ 12,897 | $ 12,790 | |
Other liabilities | 9,290 | $ 3,797 | ||
Common stock warrants | DealerSync | ||||
Investment [Line Items] | ||||
Warrant agreement (shares) | 2,500,000 | |||
Exercise price of warrants (in dollars per share) | $ 1.60 | |||
Other assets | 1,200 | |||
Accrued expenses and other current liabilities (includes related party accrued expenses of $218 and $52 at December 31, 2018 and 2017, respectively) | 200 | |||
Other liabilities | $ 1,000 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Incremental Costs to Obtain a Contract (Details) | Dec. 31, 2018 |
Accounting Policies [Abstract] | |
Expected customer life | 3 years |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Sales and Marketing Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Marketing and advertising expenses | $ 75.9 | $ 71 | $ 70.7 |
Prepaid media costs | 1.3 | 0.4 | |
Accrued marketing and advertising expenses | $ 1.8 | $ 2.7 |
Revenue Information and Defer_2
Revenue Information and Deferred Sales Commissions - Schedule of Cumulative Effects of Changes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Assets | ||||
Other current assets | $ 4,103 | $ 1,145 | $ 4,469 | |
Other assets | 7,228 | 1,391 | 4,353 | |
Liabilities | ||||
Accounts payable | 26,305 | 18,620 | 18,876 | |
Accrued expenses and other liabilities | 10,908 | 12,790 | 12,897 | |
Stockholders’ Equity | ||||
Accumulated deficit | (373,482) | (351,084) | (345,161) | |
Revenues | 353,571 | 323,149 | $ 277,507 | |
Sales and marketing | 213,415 | 185,397 | 154,406 | |
Net loss | (28,321) | (32,849) | $ (41,708) | |
Balances Without Adoption of New Revenue Standard | ||||
Assets | ||||
Other current assets | 787 | 1,145 | ||
Other assets | 4,015 | 1,391 | ||
Liabilities | ||||
Accounts payable | 25,831 | 18,620 | ||
Accrued expenses and other liabilities | 10,805 | 12,790 | ||
Stockholders’ Equity | ||||
Accumulated deficit | (379,434) | $ (351,084) | ||
Revenues | 353,575 | |||
Sales and marketing | 213,448 | |||
Net loss | (28,350) | |||
ASU 2014-09 | Adjustments Due to Adoption of New Revenue Standard | ||||
Assets | ||||
Other current assets | 3,316 | 3,324 | ||
Other assets | 3,213 | 2,962 | ||
Liabilities | ||||
Accounts payable | 474 | 256 | ||
Accrued expenses and other liabilities | 103 | 107 | ||
Stockholders’ Equity | ||||
Accumulated deficit | 5,952 | $ 5,923 | ||
Revenues | (4) | |||
Sales and marketing | (33) | |||
Net loss | $ (29) |
Revenue Information and Defer_3
Revenue Information and Deferred Sales Commissions - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Jan. 01, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract asset balance | $ 3,300,000 | $ 3,300,000 |
Sales commission | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred sales commission | 3,200,000 | |
Amortization of capitalized contract costs | 1,700,000 | |
Impairment loss | 0 | |
Sales commission | Balances Without Adoption of New Revenue Standard | ASU 2014-09 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Sales commissions expense | $ 2,000,000 |
Revenue Information and Defer_4
Revenue Information and Deferred Sales Commissions Revenue Information and Deferred Sales Commissions - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue Information | |||
Revenues | $ 353,571 | $ 323,149 | $ 277,507 |
Dealer revenue | |||
Revenue Information | |||
Revenues | 304,596 | 280,563 | 240,466 |
OEM incentives revenue | |||
Revenue Information | |||
Revenues | 30,012 | 23,277 | 19,050 |
Forecasts, consulting and other revenue | |||
Revenue Information | |||
Revenues | $ 18,963 | $ 19,309 | $ 17,991 |
Business Combination - Narrativ
Business Combination - Narrative (Details) - USD ($) $ in Thousands | Dec. 07, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 4,477 | $ 0 | $ 0 | |
Goodwill | $ 73,311 | $ 53,270 | ||
DealerScience | ||||
Business Acquisition [Line Items] | ||||
Cash and contingent cash consideration | $ 27,928 | |||
Contingent consideration | 4,477 | |||
Goodwill | 20,041 | |||
Weighted average useful live | 5 years | |||
Transaction costs | 400 | |||
DealerScience | Future sales | ||||
Business Acquisition [Line Items] | ||||
Contingent cash consideration (up to) | $ 5,000 | |||
DealerScience | Acquired technology | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful live | 6 years | |||
DealerScience | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful live | 2 years |
Business Combination - Schedule
Business Combination - Schedule of Allocation of Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 07, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets acquired | ||||
Goodwill | $ 73,311 | $ 53,270 | ||
Contingent consideration | $ 4,477 | $ 0 | $ 0 | |
DealerScience | ||||
Assets acquired | ||||
Cash | $ 1,037 | |||
Accounts receivable | 240 | |||
Prepaid expenses | 29 | |||
Goodwill | 20,041 | |||
Total assets acquired | 32,747 | |||
Liabilities assumed | 342 | |||
Net assets acquired | 32,405 | |||
Cash paid | 27,928 | |||
Contingent consideration | 4,477 | |||
Total consideration | 32,405 | |||
DealerScience | Acquired technology | ||||
Assets acquired | ||||
Intangible assets | 9,900 | |||
DealerScience | Customer relationships | ||||
Assets acquired | ||||
Intangible assets | $ 1,500 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 143,196 | $ 135,991 |
Less: Accumulated depreciation | (81,685) | (65,281) |
Total property and equipment, net | 61,511 | 70,710 |
Computer equipment, software, and internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 99,204 | 83,568 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,758 | 4,779 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,602 | 8,342 |
Capitalized facility leases | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 30,632 | 39,302 |
Less: Accumulated depreciation | $ (2,300) | $ (2,200) |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 143,196,000 | $ 135,991,000 | |
Accumulated amortization | 81,685,000 | 65,281,000 | |
Lease financing obligation | 24,800,000 | 31,400,000 | |
Property and equipment capitalized but not placed in service | 1,100,000 | 7,800,000 | |
Total depreciation and amortization expense | 22,677,000 | 22,472,000 | $ 23,345,000 |
Capitalized Facility Lease | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 30,632,000 | 39,302,000 | |
Interest Costs Capitalized | 0 | 0 | |
Accumulated amortization | 2,300,000 | 2,200,000 | |
Depreciation and amortization expense | 1,000,000 | 1,000,000 | 1,000,000 |
Property and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total depreciation and amortization expense | 18,800,000 | 18,600,000 | 19,300,000 |
Software Development | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 13,400,000 | $ 13,500,000 | $ 14,700,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Intangible assets | ||
Gross Carrying Value | $ 53,690 | $ 42,290 |
Accumulated amortization | (30,239) | (26,378) |
Net Carrying Value | 23,451 | 15,912 |
Acquired technology and domain name | ||
Intangible assets | ||
Gross Carrying Value | 40,990 | 31,090 |
Accumulated amortization | (22,946) | (19,911) |
Net Carrying Value | 18,044 | 11,179 |
Customer relationships | ||
Intangible assets | ||
Gross Carrying Value | 7,800 | 6,300 |
Accumulated amortization | (4,925) | (4,425) |
Net Carrying Value | 2,875 | 1,875 |
Tradenames | ||
Intangible assets | ||
Gross Carrying Value | 4,900 | 4,900 |
Accumulated amortization | (2,368) | (2,042) |
Net Carrying Value | $ 2,532 | $ 2,858 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization | $ 3,861 | $ 3,862 | $ 4,041 |
Acquired technology and domain name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization | 3,034 | 3,035 | 3,041 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization | 500 | 500 | 673 |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization | $ 327 | $ 327 | $ 327 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Expected Amortization Expense with Respect to Intangible Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Amortization expense for each of the five years through December 31, 2023 and thereafter | ||
2,019 | $ 6,191 | |
2,020 | 6,187 | |
2,021 | 4,572 | |
2,022 | 1,977 | |
2,023 | 1,977 | |
Thereafter | 2,547 | |
Net Carrying Value | $ 23,451 | $ 15,912 |
Credit Facility - February 2015
Credit Facility - February 2015 Amended Credit Facility (Details) | Feb. 18, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
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 Balance on Credit Facility | $ 0 | $ 0 | |
Amount available under the credit facility | 31,000,000 | 31,000,000 | |
Letters of credit outstanding under the subfacility | $ 4,000,000 | $ 4,000,000 | |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sublease Income | |||
Rent expense, net of sublease income | $ 4,900 | $ 4,800 | $ 7,400 |
Office Lease Obligations | |||
Lease Commitments | |||
2,019 | 9,220 | ||
2,020 | 8,716 | ||
2,021 | 7,145 | ||
2,022 | 7,362 | ||
2,023 | 7,621 | ||
Thereafter | 22,532 | ||
Total minimum lease payments | 62,596 | ||
Sublease Income | |||
2,019 | (2,180) | ||
2,020 | (1,282) | ||
2,021 | 0 | ||
2,022 | 0 | ||
2,023 | 0 | ||
Thereafter | 0 | ||
Total minimum lease payments | $ (3,462) |
Commitments and Contingencies_2
Commitments and Contingencies - San Francisco Office Lease (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2014 | |
Operating Leased Assets [Line Items] | ||||
Property and equipment net, capitalized | $ 61,511 | $ 70,710 | ||
Lease Financing Obligation Current and Noncurrent Amount | 24,800 | 31,400 | ||
Property and equipment, gross | 143,196 | 135,991 | ||
Capitalized facility leases | ||||
Operating Leased Assets [Line Items] | ||||
Property and equipment, gross | 30,632 | 39,302 | ||
Lease | ||||
Operating Leased Assets [Line Items] | ||||
Expected cumulative base rent over initial lease term | 62,596 | |||
San Francisco Office | ||||
Operating Leased Assets [Line Items] | ||||
Total future minimum lease commitments period | 10 years | |||
Standby letter of credit | $ 800 | |||
Lease Financing Obligation Current and Noncurrent Amount | 6,900 | |||
Estimated useful life | 40 years | |||
San Francisco Office | Capitalized facility leases | ||||
Operating Leased Assets [Line Items] | ||||
Property and equipment net, capitalized | $ 8,700 | |||
Property and equipment, gross | $ 6,900 | |||
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 |
Commitments and Contingencies_3
Commitments and Contingencies - Santa Monica Office Lease (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2014 | |
Operating Leased Assets [Line Items] | ||||
Property and equipment net, capitalized | $ 61,511 | $ 70,710 | ||
Lease Financing Obligation Current and Noncurrent Amount | 24,800 | 31,400 | ||
Lease | ||||
Operating Leased Assets [Line Items] | ||||
Expected cumulative base rent over initial lease term | 62,596 | |||
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 | 24,800 | 24,500 | ||
Estimated useful life | 40 years | |||
Santa Monica Office | Capitalized facility leases | ||||
Operating Leased Assets [Line Items] | ||||
Property and equipment net, capitalized | $ 30,600 | $ 30,600 | ||
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 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Lease Exit Charges and Related Liability Balances (Details) - Lease Exit Costs - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | |
Lease Exit Costs | |||||
Beginning balance | $ 1,354 | $ 2,657 | |||
Expense | (133) | $ 3,100 | $ 2,200 | $ 5,200 | |
Cash Payments | (571) | (1,170) | |||
Ending balance | $ 783 | $ 1,354 | $ 2,657 | $ 1,354 |
Commitments and Contingencies_5
Commitments and Contingencies - Legal Proceedings (Details) $ in Millions | 1 Months Ended |
Mar. 31, 2015USD ($) | |
Minimum | NY Lanham Act Litigation | |
Loss Contingencies [Line Items] | |
Amount in damages (more than) | $ 250 |
Commitments and Contingencies_6
Commitments and Contingencies - Employment Contracts (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | |
Other Commitments [Line Items] | ||||
Severance costs | $ 1,800,000 | |||
Selling and Marketing Expense | ||||
Other Commitments [Line Items] | ||||
Severance costs | 500,000 | |||
Technology And Development | ||||
Other Commitments [Line Items] | ||||
Severance costs | $ 1,300,000 | |||
Employment Contracts | ||||
Other Commitments [Line Items] | ||||
Period of severance obligations (up to) | 12 months | |||
Remaining severance liability | $ 0 | |||
Employment Contracts | Former CEO | ||||
Other Commitments [Line Items] | ||||
Bonus | $ 100,000 | |||
Severance costs | 500,000 | |||
Annual fee | $ 100,000 | |||
Remaining severance liability | $ 0 | 100,000 | ||
Employment Contracts | Former Executive-Level Employees | ||||
Other Commitments [Line Items] | ||||
Remaining severance liability | $ 0 |
Commitments and Contingencies_7
Commitments and Contingencies - Schedule of Purchase Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Purchase obligations | |
Total | $ 7,817 |
Less Than 1 Year | 5,558 |
1 - 3 Years | 2,254 |
3 - 5 Years | 5 |
More Than 5 Years | $ 0 |
Stockholders' Equity - Follow-o
Stockholders' Equity - Follow-on Public Offering (Details) - Follow On Public Offering - USD ($) | May 02, 2017 | Jan. 19, 2017 | Apr. 26, 2017 |
Class of Stock [Line Items] | |||
Shelf registration to sell shares | $ 100,000,000 | ||
Shares sold by shareholders (shares) | 9,200,000 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Shelf registration to sell shares (shares) | 20,000,000 | ||
Underwriting agreement to sell (shares) | 1,150,000 | ||
Stock price (in dollars per share) | $ 16.50 | ||
Shares sold | 1,150,000 | ||
Net proceeds | $ 17,400,000 | ||
Underwriting discounts and commissions and offering costs | $ 1,600,000 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants Issued to USAA and Third Party Marketing Firm (Details) | May 01, 2014tranche$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)shares |
Convertible Preferred Stock and Stockholders' Equity | ||||
Warrant expense | $ | $ 0 | $ 0 | $ 46,000 | |
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 | $ | $ 0 | $ 0 | $ 100,000 | |
Number of shares under warrants that have been earned | 10,666 | |||
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 | ||||
Maximum number of shares under warrant agreement | 392,313 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 7.95 | |||
USAA | Common Stock Purchase Warrants | Affinity Group Marketing Agreement | Tranche Two | ||||
Convertible Preferred Stock and Stockholders' Equity | ||||
Maximum number of shares under warrant agreement | 1,066,666 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 15 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Assumptions used for Fair Value of Warrants (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Contractual life | 5 years 11 months 9 days | 6 years 3 months | 5 years 11 months 16 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% | ||
Maximum risk-free interest rate | 1.98% | ||
Minimum expected volatility | 46.70% | ||
Maximum expected volatility | 48.80% | ||
Dividend yield | 0.00% | ||
USAA | Common Stock Purchase Warrants | Minimum | |||
Class of Stock [Line Items] | |||
Contractual life | 5 years 3 months 29 days | ||
USAA | Common Stock Purchase Warrants | Maximum | |||
Class of Stock [Line Items] | |||
Contractual life | 6 years 3 months |
Stockholders' Equity - Reserve
Stockholders' Equity - Reserve for Unissued Shares of Common Stock (Details) | Dec. 31, 2018shares |
Equity [Abstract] | |
Outstanding stock options | 14,114,651 |
Outstanding restricted stock units | 5,375,963 |
Outstanding common stock warrants | 1,458,979 |
Additional shares available for grant under the equity plan | 4,944,880 |
Total | 25,894,473 |
Stock-based Awards - Narrative
Stock-based Awards - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2019shares | Dec. 31, 2015shares | May 31, 2014shares | Dec. 31, 2018USD ($)equity_incentive_plan$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares |
Stock-based Awards | ||||||
Number of equity incentive plans | equity_incentive_plan | 4 | |||||
Total stock-based compensation expense | $ | $ 37,219 | $ 32,241 | $ 24,739 | |||
Outstanding stock options (in shares) | 14,114,651 | |||||
Number of non-vested RSUs (in shares) | 5,375,963 | |||||
Additional shares available for grant under the equity plan | 4,944,880 | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | |||
Common Stock | ||||||
Stock-based Awards | ||||||
Closing price of common stock (in dollars per share) | $ / shares | $ 9.06 | |||||
Options to Purchase Common Stock | ||||||
Stock-based Awards | ||||||
Shares of common stock, grants to purchase | 1,692,999 | |||||
Total remaining stock-based compensation expense for unvested option awards | $ | $ 32,300 | |||||
Weighted-average period | 2 years 4 months 10 days | |||||
Weighted-average grant-date fair value per share of options granted (in dollars per share) | $ / shares | $ 4.60 | $ 8.77 | $ 4.50 | |||
Total stock-based compensation expense | $ | $ 16,000 | $ 17,300 | $ 14,800 | |||
Total intrinsic value of options exercised | $ | $ 6,600 | $ 120,400 | 8,500 | |||
Weighted average exercise price (in dollars per share) | $ / shares | $ 9.78 | |||||
Outstanding stock options (in shares) | 14,114,651 | 16,714,216 | ||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 12.32 | $ 12.46 | ||||
Restricted Stock Units (RSUs) | ||||||
Stock-based Awards | ||||||
Total remaining stock-based compensation expense for unvested option awards | $ | $ 55,700 | |||||
Weighted-average period | 2 years 10 months 2 days | |||||
Total stock-based compensation expense | $ | $ 21,200 | $ 14,900 | 9,900 | |||
Fair value of shares of restricted stock awards vested | $ | $ 22,400 | $ 25,600 | $ 11,800 | |||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 10 | $ 18.26 | $ 7.37 | |||
Shares granted | 4,098,970 | |||||
Number of non-vested RSUs (in shares) | 5,375,963 | 4,284,438 | ||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 11.01 | $ 11.99 | ||||
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) | 5,216,875 | |||||
Inducement Plan | ||||||
Stock-based Awards | ||||||
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 | |||||
Additional shares available for grant under the equity plan | 0 |
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, 2018 | Dec. 31, 2017 | |
Number of Options | ||
Outstanding at the end of the period (in shares) | 14,114,651 | |
Options to Purchase Common Stock | ||
Number of Options | ||
Outstanding at the beginning of period (in shares) | 16,714,216 | |
Granted (in shares) | 1,692,999 | |
Exercised (in shares) | (2,182,903) | |
Canceled/forfeited (in shares) | (2,109,661) | |
Outstanding at the end of the period (in shares) | 14,114,651 | 16,714,216 |
Vested and expected to vest at the end of the period (in shares) | 14,114,651 | |
Exercisable at the end of the period (in shares) | 8,301,337 | |
Weighted-Average Exercise Price | ||
Outstanding at the beginning of period (in dollars per share) | $ 12.46 | |
Granted (in dollars per share) | 9.78 | |
Exercised (in dollars per share) | 9.05 | |
Canceled/forfeited (in dollars per share) | 14.77 | |
Outstanding at the end of the period (in dollars per share) | 12.32 | $ 12.46 |
Vested and expected to vest at the end of the period (in dollars per share) | 12.32 | |
Exercisable at the end of the period (in dollars per share) | $ 11.42 | |
Weighted-Average Remaining Contractual Life | ||
Outstanding at the end of the period | 7 years | 7 years 8 months 12 days |
Vested and expected to vest at the end of the period | 7 years | |
Exercisable at the end of the period | 6 years 1 month 6 days | |
Aggregate Intrinsic Value | ||
Intrinsic value of all outstanding options | $ 5.8 | |
Intrinsic value of options vested and expected to vest | 5.8 | |
Intrinsic value of exercisable options | $ 4.3 |
Stock-based Awards - Schedule_2
Stock-based Awards - Schedule of Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Non-vested at the end of the period (in dollars per share) | 5,375,963 | ||
Weighted-Average Grant Date Fair Value | |||
Total stock-based compensation expense | $ 37,219 | $ 32,241 | $ 24,739 |
Restricted Stock Units (RSUs) | |||
Stock-based Awards | |||
Fair value of shares of restricted stock awards vested | $ 22,400 | $ 25,600 | $ 11,800 |
Number of Shares | |||
Non-vested at the beginning of period (in shares) | 4,284,438 | ||
Granted (in shares) | 4,098,970 | ||
Vested (in shares) | (1,999,633) | ||
Canceled/forfeited (in shares) | (1,007,812) | ||
Non-vested at the end of the period (in dollars per share) | 5,375,963 | 4,284,438 | |
Weighted-Average Grant Date Fair Value | |||
Non-vested at the beginning of period (in dollars per share) | $ 11.99 | ||
Granted (in dollars per share) | 10 | $ 18.26 | $ 7.37 |
Vested (in dollars per share) | 10.86 | ||
Canceled/forfeited (in dollars per share) | 11.35 | ||
Non-vested at the end of the period (in dollars per share) | $ 11.01 | $ 11.99 | |
Total stock-based compensation expense | $ 21,200 | $ 14,900 | $ 9,900 |
Stock-based Awards - Schedule_3
Stock-based Awards - Schedule of Fair Value of Stock Option Award (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate | 2.85% | 1.89% | 1.32% |
Expected term | 5 years 11 months 9 days | 6 years 3 months | 5 years 11 months 16 days |
Expected volatility (as a percent) | 46.00% | 47.00% | 49.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock-based Awards - Schedule_4
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 37,219 | $ 32,241 | $ 24,739 |
Amount capitalized to internal-use software | 1,890 | 1,407 | 1,012 |
Total stock-based compensation cost | 39,109 | 33,648 | 25,751 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,726 | 1,105 | 960 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 13,950 | 10,353 | 5,837 |
Technology and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 10,589 | 8,060 | 4,398 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 10,954 | $ 12,723 | $ 13,544 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of the Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 67 | 18 | 74 |
Total current provision | 67 | 18 | 74 |
Deferred: | |||
Federal | (282) | 410 | 547 |
State | 38 | 40 | 34 |
Tax Act impact | 0 | (2,632) | 0 |
Total deferred (benefit) provision | (244) | (2,182) | 581 |
Total income tax (benefit) provision | $ (177) | $ (2,164) | $ 655 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Increase in valuation allowance, excluding Tax Act impact | $ 4,036 | $ 45,512 | $ 13,563 | |
Income tax (benefit) provision | (177) | (2,164) | 655 | |
Impact from the change in tax law | 0 | 2,632 | 0 | |
Remeasurement of our U.S. federal deferred tax assets and liabilities | 1,200 | |||
Release of valuation allowance due to the Tax Act | $ 0 | $ 1,398 | $ 0 | |
Statutory federal rate | 21.00% | 34.00% | 34.00% | |
Valuation allowance | $ 109,625 | $ 107,046 | $ 115,689 | $ 84,167 |
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 255,100 | |||
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 | 404,000 | |||
Federal | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research and development tax credit carryforwards | $ 800 |
Income Taxes - Schedule of Over
Income Taxes - Schedule of Overall Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit based on the federal statutory rate | 21.00% | 34.00% | 34.00% |
State income taxes, net of federal benefit (as a percent) | 1.40% | 9.40% | 3.20% |
Nondeductible expenses (as a percent) | (4.70%) | (1.20%) | (1.70%) |
Change in valuation allowance (as a percent) | (14.20%) | (130.00%) | (33.00%) |
Stock-based compensation (as a percent) | (2.90%) | 86.50% | (4.10%) |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 0.00% | 7.50% | 0.00% |
Overall effective income tax rate | 0.60% | 6.20% | (1.60%) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax assets: | ||||
Net operating loss carryforwards | $ 101,763 | $ 99,551 | ||
Stock-based compensation | 13,227 | 11,854 | ||
Accrued expenses | 1,950 | 1,878 | ||
Research and development tax credits | 569 | 568 | ||
Other | 656 | 271 | ||
Gross deferred tax assets | 118,165 | 114,122 | ||
Valuation allowance | (109,625) | (107,046) | $ (115,689) | $ (84,167) |
Net deferred tax assets | 8,540 | 7,076 | ||
Deferred tax liabilities: | ||||
Property, equipment and software | (3,477) | (3,540) | ||
Intangible assets and goodwill | (4,274) | (4,348) | ||
Deferred Tax Liabilities, Deferred Expense, Capitalized Commission | (791) | 0 | ||
Deferred Tax Liabilities, Section 481 Revenue Adjustment | (566) | 0 | ||
Gross deferred tax liabilities | (9,108) | (7,888) | ||
Total net deferred tax liabilities | $ (568) | $ (812) |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Tax Assets, Net of Valuation Allowance [Abstract] | ||||
Valuation allowance, at beginning of year | $ 107,046 | $ 115,689 | $ 84,167 | |
Decrease in valuation allowance - ASC 606 Impact | (1,457) | 0 | $ 0 | |
Increase in valuation allowance - share-based compensation guidance impact | 0 | 0 | 17,959 | |
Valuation allowance, at beginning of year, as adjusted | 105,589 | 115,689 | $ 102,126 | |
Increase in valuation allowance, excluding Tax Act impact | 4,036 | 45,512 | 13,563 | |
Decrease in valuation allowance - federal tax rate change | 0 | 52,757 | 0 | |
Release of valuation allowance due to the Tax Act | 0 | (1,398) | 0 | |
Valuation allowance, at end of year | $ 109,625 | $ 107,046 | $ 115,689 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit, beginning of year | $ (3) | $ 3 | $ 3 |
Additions based on current year tax positions | 0 | 0 | 0 |
Additions for prior years’ tax positions | 0 | 1 | 0 |
Settlements with tax authorities | 0 | (7) | 0 |
Reductions for prior years’ tax positions | 0 | 0 | 0 |
Unrecognized tax benefit, end of year | $ (3) | $ (3) | $ 3 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (28,321) | $ (32,849) | $ (41,708) |
Weighted-average common shares outstanding | 102,149 | 94,865 | 84,483 |
Net loss per share — basic and diluted (in dollars per share) | $ (0.28) | $ (0.35) | $ (0.49) |
Net Loss Per Share - Schedule_2
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, 2018 | Dec. 31, 2017 | Dec. 31, 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 attributable to common stockholders | 20,950 | 22,457 | 30,340 |
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 | 14,115 | 16,714 | 24,542 |
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 | 1,459 | 1,459 |
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 | 5,376 | 4,284 | 4,339 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Matching contributions to 401(k) savings retirement plan | $ 2.4 | $ 2.3 | $ 2.1 |
Related Party Transactions - Tr
Related Party Transactions - Transactions with USAA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Amounts due from related party | $ 349 | $ 169 | |
Related party payables | 5,039 | 3,200 | |
Related party accrued expense and other current liabilities | 218 | 52 | |
USAA | |||
Related Party Transaction [Line Items] | |||
Amounts due from related party | 300 | 200 | |
Total amounts due | 5,300 | 3,300 | |
Related party payables | 5,000 | 3,200 | |
Related party accrued expense and other current liabilities | 200 | 100 | |
USAA | Selling and Marketing Expense | |||
Related Party Transaction [Line Items] | |||
Sales and marketing expense | $ 22,100 | $ 16,500 | $ 13,900 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Feb. 08, 2019 | Jan. 31, 2019 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||
Severance costs | $ 1.8 | ||
Subsequent event | |||
Subsequent Event [Line Items] | |||
Severance costs | $ 3.3 | ||
Accu-Trade, LLC | Subsequent event | |||
Subsequent Event [Line Items] | |||
Outstanding equity interest acquired, percent | 20.00% | ||
Cash paid | $ 17.9 | ||
Capital contributions | $ 5 |