TrueCar (TRUE) 10-Q 10 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 02, 2019
Document and Entity Information
Entity Registrant Name	TrueCar, Inc.
Entity Central Index Key	0001327318
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		105,289,373

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 179,898	$ 196,128
Accounts receivable, net of allowances of $4,448 and $3,382 at March 31, 2019 and December 31, 2018, respectively (includes related party receivables of $195 and $349 at March 31, 2019 and December 31, 2018, respectively)	38,368	47,760
Prepaid expenses	7,084	7,468
Other current assets	7,777	4,103
Total current assets	233,127	255,459
Property and equipment, net	34,427	61,511
Operating lease right-of-use assets	40,545	0
Goodwill	73,311	73,311
Intangible assets, net	21,901	23,451
Equity method investment	23,174	0
Other assets	7,112	7,228
Total assets	433,597	420,960
Current liabilities
Accounts payable (includes related party payables of $3,382 and $5,039 at March 31, 2019 and December 31, 2018, respectively)	20,609	26,305
Accrued employee expenses	4,652	4,349
Operating lease liabilities, current	6,849	0
Accrued expenses and other current liabilities (includes related party accrued expenses of $1,284 and $218 at March 31, 2019 and December 31, 2018, respectively)	13,724	10,908
Total current liabilities	45,834	41,562
Deferred tax liabilities	640	568
Lease financing obligations, net of current portion	0	22,987
Operating lease liabilities, net of current portion	41,601	0
Other liabilities	5,655	9,290
Total liabilities	93,730	74,407
Commitments and contingencies (Note 7)
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at March 31, 2019 and December 31, 2018, respectively; no shares issued and outstanding at March 31, 2019 and December 31, 2018	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at March 31, 2019 and December 31, 2018; 105,119,046 and 104,337,508 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	10	10
Additional paid-in capital	731,394	720,025
Accumulated deficit	(391,537)	(373,482)
Total stockholders’ equity	339,867	346,553
Total liabilities and stockholders’ equity	$ 433,597	$ 420,960

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Allowance for doubtful accounts receivables- current	$ 4,448	$ 3,382
Related party accounts receivable- current	195	349
Related party accounts payable- current	3,382	5,039
Related party accrued expenses and other current liabilities	$ 1,284	$ 218
Preferred stock, par value ( in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, share issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per shares)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	105,119,046	104,337,508
Common stock, shares outstanding (in shares)	105,119,046	104,337,508

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenues (includes related party contra revenue of $163 and $0 for the three months ended March 31, 2019 and 2018, respectively)	$ 85,582	$ 81,061
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented separately below; includes related party cost of revenue of $134 and $0 for the three months ended March 31, 2019 and 2018, respectively)	8,936	7,452
Sales and marketing (includes related party expenses of $5,473 and $4,541 for the three months ended March 31, 2019 and 2018, respectively)	54,738	48,418
Technology and development	15,654	15,594
General and administrative	15,104	13,481
Depreciation and amortization	6,415	5,175
Total costs and operating expenses	100,847	90,120
Loss from operations	(15,265)	(9,059)
Interest income	1,001	604
Interest expense	0	(661)
Loss before income taxes	(14,264)	(9,116)
Provision for (benefit from) income taxes	101	(61)
Net loss	$ (14,365)	$ (9,055)
Net loss per share attributable to common stockholders:
Net loss per share, basic and diluted (in dollars per share)	$ (0.14)	$ (0.09)
Weighted average common shares outstanding, basic and diluted (in shares)	104,788	100,571
Other comprehensive loss:
Comprehensive loss	$ (14,365)	$ (9,055)

Consolidated Statements of Co_2

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue from Related Parties	$ 163	$ 0
Cost of revenue
Costs and expenses with related parties	134	0
Sales and marketing
Costs and expenses with related parties	$ 5,473	$ 4,541

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	$ 5,923			$ 5,923
Beginning Balance at Dec. 31, 2017	313,118	$ 10	$ 664,192	(351,084)
Balance (in shares) at Dec. 31, 2017		100,428,656
Increase (Decrease) in Stockholders' Equity
Net loss	(9,055)			(9,055)
Stock-based compensation	9,431		9,431
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	(166)		(166)
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		468,809
Ending Balance at Mar. 31, 2018	319,251	$ 10	673,457	(354,216)
Balance (in shares) at Mar. 31, 2018		100,897,465
Increase (Decrease) in Stockholders' Equity
Cumulative-effect of accounting change adopted	(3,690)			(3,690)
Beginning Balance at Dec. 31, 2018	$ 346,553	$ 10	720,025	(373,482)
Balance (in shares) at Dec. 31, 2018	104,337,508	104,337,508
Increase (Decrease) in Stockholders' Equity
Net loss	$ (14,365)			(14,365)
Stock-based compensation	9,108		9,108
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	2,261		2,261
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		781,538
Ending Balance at Mar. 31, 2019	$ 339,867	$ 10	$ 731,394	$ (391,537)
Balance (in shares) at Mar. 31, 2019	105,119,046	105,119,046

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Cash Flows [Abstract]
Net loss	$ (14,365)	$ (9,055)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,415	5,169
Deferred income taxes	72	(73)
Bad debt expense and other reserves	348	335
Stock-based compensation	8,635	9,097
Increase in the fair value of contingent consideration liability	75	0
Amortization of lease right-of-use assets	1,465	0
Non-cash interest expense on lease financing obligation	0	173
Write-off and loss on disposal of fixed assets	0	5
Changes in operating assets and liabilities:
Accounts receivable	9,044	1,502
Prepaid expenses	384	(157)
Other current assets	(3,493)	(347)
Other assets	263	(151)
Accounts payable	(5,578)	(1,128)
Accrued employee expenses	275	(3,114)
Operating lease liabilities	(1,398)	0
Accrued expenses and other liabilities	5,498	917
Other liabilities	(59)	270
Net cash provided by operating activities	7,581	3,443
Cash flows from investing activities
Purchase of property and equipment	(2,905)	(5,332)
Payments to Acquire Equity Method Investments	(23,174)	0
Net cash used in investing activities	(26,079)	(5,332)
Cash flows from financing activities
Proceeds from exercise of common stock options	2,811	681
Taxes paid related to net share settlement of equity awards	(543)	(732)
Net cash provided by (used in) financing activities	2,268	(51)
Net decrease in cash and cash equivalents	(16,230)	(1,940)
Cash and cash equivalents at beginning of period	196,128	197,762
Cash and cash equivalents at end of period	179,898	195,822
Supplemental disclosures of non-cash activities
Stock-based compensation capitalized for software development	473	334
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	176	918
Proceeds receivable from exercise of stock options included in other current assets	0	2
Taxes payable related to net share settlement of equity awards included in accrued employee expenses	$ 0	$ 111

Organization and Nature of Busi

Organization and Nature of Business	3 Months Ended
	Mar. 31, 2019
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 its subsidiary TCDS, the Company provides its 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, the Company acts 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, the Company 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of significant accounting policies	Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, some information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2018 , except for the accounting policy changes detailed in Note 3 as a result of the Company’s adoption of the new leasing standard, and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 1, 2019. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of TrueCar and its wholly owned subsidiaries. Business acquisitions are included in the Company’s condensed 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. Equity investments through which the Company is able to exercise significant influence over but does not control the investee and is not the primary beneficiary of the investee’s activities are accounted for using the equity method. The Company’s share of the income or loss from equity method investments is recognized on a one-quarter lag due to the timing and availability of financial information. 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, right-of-use assets and lease liabilities, the fair value of capitalized lease facilities, 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 the fair value of a warrant asset and the related liability, right-of-use assets and lease liabilities, the fair value of capitalized lease facilities, the fair values of assets and liabilities assumed in business combinations, the fair value of reporting units in connection with annual goodwill impairment testing, the fair value of performance shares, and in periods prior to the Company’s initial public offering, valuation of common stock. Segments The Company has one operating segment. During the first quarter of 2019, the Company’s chief operating decision maker (“CODM”) was the President and Chief Executive Officer and the Interim Chief Financial Officer and Chief Accounting Officer, who managed the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. On March 18, 2019, the Company’s Interim Chief Financial Officer and Chief Accounting Officer notified the Company that he was resigning from his positions effective April 1, 2019. Beginning in April 2019, the Company's CODM is solely comprised of the President and Chief Executive Officer. The CODM reviews financial information on a consolidated basis, accompanied by information about dealer revenue, OEM incentive revenue, and forecasts, consulting and other revenue (Note 12). All of the Company’s principal operations, decision-making functions and assets are located in the United States. Equity Method Investment On February 8, 2019, the Company 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. As the Company’s share of the income or loss from the equity method investment will be recognized on a one-quarter lag, no gain or loss from equity activity was recorded in the consolidated statement of operations for the quarter ended March 31, 2019. Recent Accounting Pronouncements 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. On January 1, 2019, the Company adopted the new leasing standard using the prospective transition method. See Note 3 for further details. In June 2018, the 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, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Leases (Notes)

Leases (Notes)	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Leases	Leases Adoption of the New Lease Accounting Standard On January 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition method applied at the effective date of the standard. Results for reporting periods beginning after January 1, 2019 are presented under the new leasing standard, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting. The Company has elected to utilize the package of practical expedients at the time of adoption, which allows the Company to (1) not reassess whether any expired or existing contracts are or contain leases, (2) not reassess the lease classification of any expired or existing leases, and (3) not reassess initial direct costs for any existing leases. The Company also has elected to utilize the short-term lease recognition exemption and, for those leases that qualified, the Company did not recognize right-of-use (“ROU”) assets or lease liabilities. New Lease Accounting Policies The Company determines if an arrangement is a lease at inception and determine the classification of the lease, as either operating or finance, at commencement. The Company has various operating leases for its offices. These existing leases have remaining lease terms ranging from 1 to 11 years. Certain lease agreements contain options to renew, with renewal terms that generally extend the lease terms by 3 to 5 years for each option. The Company does not have any finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company estimates the incremental borrowing rate to reflect the profile of secured borrowing over the expected term of the leases based on the information available at the later of the initial date of adoption or the lease commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Sublease rental income is recognized as a reduction to the related lease expense on a straight-line basis over the sublease term. Adoption Impact As a result of adoption, the Company recorded a material impact as ROU assets and lease liabilities are recognized on the consolidated balance sheet related to office facility leases. The ROU assets and lease liabilities were valued using the incremental borrowing rate as of the adoption date. Additionally, the Company expects to recognize greater rent expense in operating expenses and less interest expense as the Company’s prior build-to-suit leases are now classified as operating leases. Additionally, the change related to build-to-suit leases resulted in the removal of build-to-suit assets from the consolidated balance sheet, which reduced property and equipment, net by $28.3 million and eliminated the lease financing obligation of $1.8 million within accrued expenses and other liabilities and $23.0 million within lease financing obligation, net of current portion. See Note 5 for further details. The cumulative effects of the changes made to the Company’s January 1, 2019 consolidated balance sheet were as follows (in thousands): December 31, 2018 Adjustments Due to Adoption of New Leasing Standard January 1, 2019 Assets Other current assets $ 4,103 $ 188 $ 4,291 Property and equipment, net 61,511 (25,461 ) 36,050 Operating lease right-of-use assets — 42,010 42,010 Other assets 7,228 147 7,375 Liabilities Operating lease liabilities, current $ — $ 6,498 $ 6,498 Accrued expenses and other current liabilities 10,908 (2,637 ) 8,271 Lease financing obligation, net of current portion 22,987 (22,987 ) — Operating lease liabilities, net of current portion — 43,351 43,351 Other liabilities 9,290 (3,651 ) 5,639 Stockholders ’ Equity Accumulated deficit $ (373,482 ) $ (3,690 ) $ (377,172 ) Lease Costs For the three months ended March 31, 2019, the Company recorded operating lease costs, excluding subleases, that were included in the statement of operations as follows: Operating lease costs recorded within: Three Months Ended March 31, 2019 Cost of revenue $ 200 Sales and marketing 439 Technology and development 871 General and administrative 634 Total operating lease costs $ 2,144 The Company did not include short term or variable lease costs in the table above as these amounts were immaterial. For the three months ended March 31, 2018, the Company recorded lease costs, excluding subleases, of $1.7 million . The Company made cash payments for operating leases of $2.3 million and $2.5 million for the three months ended March 31, 2019 and 2018, respectively, all of which were included in cash flow from operating activities within the consolidated statements of cash flows. The Company’s operating leases have a weighted average remaining lease term of 7.4 years and weighted average discount rate of 5.6% . For its subleases, the Company recorded contra rent expense of $0.5 million for the three months ended March 31, 2019 and 2018. Lease Commitments Future undiscounted lease payments for the Company's operating lease liabilities, a reconciliation of these payments to its operating lease liabilities, and related sublease income at March 31, 2019 are as follows (in thousands): Nine months ended December 31, 2019 and years ended December 31, 2019 $ 6,282 2020 8,523 2021 7,152 2022 7,369 2023 7,628 Thereafter 22,561 Total lease payments $ 59,515 Less: imputed interest (11,065 ) Total lease liabilities (discounted) $ 48,450 Nine months ended December 31, 2019 and year ended December 31, Sublease Income 2019 $ (1,640 ) 2020 (1,299 ) Total sublease income $ (2,939 ) As previously disclosed in the Company’s 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for the Company's operating leases at December 31, 2018, on an undiscounted basis, were 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 )

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Fair value measurements	Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets, liabilities, or funds. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value because of the short maturity of these items. The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018 by level within the fair value hierarchy. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At March 31, 2019 At December 31, 2018 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 175,409 $ — $ — $ 175,409 $ 192,207 $ — $ — $ 192,207 Total Assets $ 175,409 $ — $ — $ 175,409 $ 192,207 $ — $ — $ 192,207 Liabilities: Contingent consideration, non-current $ — $ — $ 4,552 $ 4,552 $ — $ — $ 4,477 $ 4,477 Total Liabilities $ — $ — $ 4,552 $ 4,552 $ — $ — $ 4,477 $ 4,477

Property and Equipment, net

Property and Equipment, net	3 Months Ended
	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Property and equipment, net	Property and Equipment, net Property and equipment consisted of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, Computer equipment, software, and internally developed software $ 102,364 $ 99,204 Furniture and fixtures 4,758 4,758 Leasehold improvements 15,838 8,602 Capitalized facility leases — 30,632 122,960 143,196 Less: Accumulated depreciation (88,533 ) (81,685 ) Total property and equipment, net $ 34,427 $ 61,511 Prior to the adoption of the new lease guidance, the Company was considered the owner, for accounting purposes only, of one of its Santa Monica, California leased office spaces as it had taken on certain risks of construction build cost overages above normal tenant improvement allowances. These capitalized facility leases were removed from the balance sheet at adoption. Refer to Note 3 for further details. Included in the table above are property and equipment of $1.2 million and $1.1 million at March 31, 2019 and December 31, 2018 , respectively, which are capitalizable but had not yet been placed in service. These balances were comprised primarily of capitalized software not ready for its intended use. Total depreciation and amortization expense of property and equipment was $4.9 million and $4.2 million for the three months ended March 31, 2019 and 2018 . Amortization of internal use capitalized software development costs was $3.4 million and $2.9 million for the three months ended March 31, 2019 and 2018 , respectively.

Credit Facility

Credit Facility	3 Months Ended
	Mar. 31, 2019
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 $50.0 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 0.00% 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 1.50 to 1.00 on the last day of each quarter. If this adjusted quick ratio is not maintained, then the facility requires the Company to maintain, as measured at each quarter end, a maximum consolidated leverage ratio of 3.00 or 2.50 to 1.00, and a fixed charge coverage ratio of at least 1.25 to 1.00. Consolidated leverage ratio is a ratio of all funded indebtedness, including all capital lease obligations, plus all letters of credit under the facility to the Company’s Adjusted EBITDA for the trailing twelve months. Fixed charge coverage ratio is the ratio of 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 March 31, 2019 , 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 March 31, 2019 , the Company had no outstanding amounts under the Credit Facility and the amount available was $31.0 million , reduced for the letters of credit issued and outstanding under the subfacility of $4.0 million .

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Commitments and Contingencies Lease Exit Costs The Company had historically accounted for exit and disposal activities through the use of a lease exit liability. Under the new leasing guidance, the remaining lease exit liability was eliminated and the remaining balance was included as an adjustment to reduce the ROU assets for the relevant properties. Refer to Note 3 for further details. Reorganization In January 2019, the Company initiated and completed a restructuring plan (the “Reorganization Plan”) to improve efficiency and reduce expenses. The Company recorded severance costs of approximately $3.3 million in the first quarter of 2019 in connection with the Reorganization Plan. These costs were recorded within cost of revenue, sales and marketing, technology and development, and general and administrative expenses within our consolidated statement of comprehensive loss. The Company does not expect to incur significant additional charges in future periods related to this Reorganization Plan. The following table presents a roll forward of the severance liability for the three months ended March 31, 2019 (in thousands): Reorganization Liability Accrual at December 31, 2018 $ — Expense 3,280 Cash Payments (3,093 ) Accrual at March 31, 2019 $ 187 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 April 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. On March 27, 2019, the court granted in part and denied in part the Company’s motion, allowing the plaintiffs to pursue disgorgement of the Company’s profits on a deterrence theory but granting summary judgment to the Company on the other aspects of the plaintiffs’ claims. On April 9, 2019, the Company filed a motion for reconsideration of the court’s ruling. 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 and motion for summary judgment 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 March 31, 2019 , 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 March 31, 2019 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 March 31, 2019 , 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 “Milbeck Federal Securities Litigation”). 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 former 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 (the “2017 Registration Statement”) 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. On May 9, 2019, the court granted lead plaintiff’s motion for class certification and scheduled trial to begin on November 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 March 31, 2019 as the Company does not believe a loss is probable or reasonably estimable. On March 6, 2019, the Company, its chief executive officer Chip Perry, its former chief financial officer Michael Guthrie, its former interim chief financial officer John Pierantoni, its directors who signed the 2017 Registration Statement and USAA were named as defendants in a derivative action filed by Dean Drulias nominally on behalf of the Company in the U.S. District Court for the Central District of California. The complaint alleges breach of fiduciary duties and unjust enrichment and seeks contribution for damages awarded against the Company in the Milbeck Federal Securities Litigation and an award of unspecified damages, interest, attorney’s fees and equitable relief based on substantially the same factual allegations as the Milbeck Federal Securities Litigation. The Company believes that the 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 March 31, 2019 as the Company does not believe a loss is probable or reasonably estimable. On April 1 and April 3, 2019, respectively, the Company, its chief executive officer Chip Perry, its former chief financial officer Michael Guthrie, its former interim chief financial officer John Pierantoni, its directors who signed the 2017 Registration Statement and USAA were named as defendants in derivative actions filed by Ara Afarian and Shelley Niemi nominally on behalf of the Company in the U.S. District Court for the District of Delaware. The complaints allege breach of Section 29(b) of the Exchange Act as well as breach of fiduciary duties and unjust enrichment and seek contribution for damages awarded against the Company in the Milbeck Federal Securities Litigation and an award of unspecified damages, interest, attorney’s fees and equitable relief based on substantially the same factual allegations as the Milbeck Federal Securities Litigation. The Niemi complaint also seeks rescission of certain contracts. On April 17, 2019, the two cases, and all similar cases originating in or transferred to the U.S. District Court for the District of Delaware, were consolidated into a single action bearing the caption In re TrueCar, Inc. Shareholder Derivative Litigation. The Company believes that the complaints are without merit and intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of March 31, 2019 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. 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 indemnities 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 March 31, 2019 and December 31, 2018 , the Company has not accrued a liability for these guarantees, because the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable.

Stock-based Awards

Stock-based Awards	3 Months Ended
	Mar. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock based awards	Stock-based Awards Stock Options A summary of the Company’s stock option activity for the three months ended March 31, 2019 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2018 14,114,651 $ 12.32 7.0 Granted 1,307,779 7.61 Exercised (345,913 ) 8.11 Forfeited/expired (1,111,221 ) 13.30 Outstanding at March 31, 2019 13,965,296 $ 11.91 7.0 At March 31, 2019 , total remaining stock-based compensation expense for unvested stock option awards was $32.1 million , which is expected to be recognized over a weighted-average period of 2.5 years . For the three months ended March 31, 2019 and 2018 , the Company recorded stock-based compensation expense for stock option awards of $3.1 million and $4.6 million , respectively. Restricted Stock Units Activity in connection with restricted stock units is as follows for the three months ended March 31, 2019 : Number of Shares Weighted- Average Grant Date Fair Value Non-vested — December 31, 2018 5,375,963 $ 11.01 Granted 3,361,668 7.10 Vested (505,104 ) 10.48 Forfeited (623,122 ) 10.84 Non-vested — March 31, 2019 7,609,405 $ 9.33 At March 31, 2019 , total remaining stock-based compensation expense for non-vested restricted stock units is $68.2 million , which is expected to be recognized over a weighted-average period of 2.8 years . The Company recorded $5.5 million and $4.4 million in stock-based compensation expense for restricted stock units for the three months ended March 31, 2019 and 2018 , respectively. Stock-based Compensation Cost The Company recorded stock-based compensation cost relating to stock options and restricted stock units in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Three Months Ended 2019 2018 Cost of revenue $ 499 $ 298 Sales and marketing 3,472 3,127 Technology and development 1,946 2,353 General and administrative 2,718 3,319 Total stock-based compensation expense 8,635 9,097 Amount capitalized to internal software use 473 334 Total stock-based compensation cost $ 9,108 $ 9,431

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income taxes	Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, tax amortization of goodwill and changes in the Company’s valuation allowance. The Company recorded income tax expense of $0.1 million for the three months ended March 31, 2019 and an income tax benefit of $0.1 million for the three months ended March 31, 2018 . There were no material changes to the Company’s unrecognized tax benefits in the three months ended March 31, 2019 , and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. Due to the presence of NOL carryforwards, all income tax years remain open for examination by the IRS and various state taxing authorities.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Net loss per share	Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended 2019 2018 Net loss $ (14,365 ) $ (9,055 ) Weighted-average common shares outstanding 104,788 100,571 Net loss per share - basic and diluted $ (0.14 ) $ (0.09 ) The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share at March 31, 2019 and 2018 (in thousands): March 31, 2019 2018 Options to purchase common stock 13,965 16,456 Common stock warrants 1,459 1,459 Non-vested restricted stock unit awards 7,609 3,727 Total shares excluded from net loss per share 23,033 21,642

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related party transactions	Related Party Transactions Transactions with USAA USAA is a large stockholder in the Company and the Company’s most significant affinity marketing partner. The Company has entered into arrangements with USAA to operate its Auto Buying Program. At the time that the Company entered into these arrangements, USAA met the definition of a related party. The Company had amounts due from USAA at March 31, 2019 and December 31, 2018 of 0.2 million and $0.3 million , respectively. In addition, the Company had amounts due to USAA at March 31, 2019 and December 31, 2018 of 4.5 million and $5.3 million , respectively. The Company recorded sales and marketing expense of $5.5 million and $4.5 million for the three months ended March 31, 2019 and 2018 , respectively, related to service arrangements entered into with USAA. Transactions with Accu-Trade During the first quarter of 2019, the Company became a 20% owner of Accu-Trade and accounts for the investment using the equity method, as the Company has significant influence over the investee. The Company had amounts due to Accu-Trade at March 31, 2019 of 0.2 million . The Company recognized contra-revenue of $0.2 million and cost of revenue of $0.1 million during the period from February 8, 2019 through March 31, 2019 related to a software and data licensing agreement entered into with Accu-Trade.

Revenue Information

Revenue Information	3 Months Ended
	Mar. 31, 2019
Revenue from Contract with Customer [Abstract]
Revenue Information	Revenue Information Disaggregation of Revenue The Company disaggregates revenue into three revenue streams: dealer revenue, OEM incentives revenue, and forecasts, consulting and other revenue. The following table presents the Company’s revenue categories during the periods presented (in thousands): Three Months Ended 2019 2018 Dealer revenue $ 76,814 $ 72,337 OEM incentives revenue 4,201 4,421 Forecasts, consulting and other revenue 4,567 4,303 Total revenues $ 85,582 $ 81,061 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 December 31, 2018 were transferred to accounts receivable during the three months ended March 31, 2019 as vehicle sales occurred, with no significant changes in the estimate. A contract asset of $3.7 million was recorded as of March 31, 2019 for leads delivered where consideration to be received was still conditional upon subsequent vehicle sales.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, some information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2018 , except for the accounting policy changes detailed in Note 3 as a result of the Company’s adoption of the new leasing standard, and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 1, 2019.
Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of TrueCar and its wholly owned subsidiaries. Business acquisitions are included in the Company’s condensed 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. Equity investments through which the Company is able to exercise significant influence over but does not control the investee and is not the primary beneficiary of the investee’s activities are accounted for using the equity method. The Company’s share of the income or loss from equity method investments is recognized on a one-quarter lag due to the timing and availability of financial information. 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, right-of-use assets and lease liabilities, the fair value of capitalized lease facilities, 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 the fair value of a warrant asset and the related liability, right-of-use assets and lease liabilities, the fair value of capitalized lease facilities, the fair values of assets and liabilities assumed in business combinations, the fair value of reporting units in connection with annual goodwill impairment testing, the fair value of performance shares, and in periods prior to the Company’s initial public offering, valuation of common stock.
Segments	Segments The Company has one operating segment. During the first quarter of 2019, the Company’s chief operating decision maker (“CODM”) was the President and Chief Executive Officer and the Interim Chief Financial Officer and Chief Accounting Officer, who managed the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. On March 18, 2019, the Company’s Interim Chief Financial Officer and Chief Accounting Officer notified the Company that he was resigning from his positions effective April 1, 2019. Beginning in April 2019, the Company's CODM is solely comprised of the President and Chief Executive Officer. The CODM reviews financial information on a consolidated basis, accompanied by information about dealer revenue, OEM incentive revenue, and forecasts, consulting and other revenue (Note 12). All of the Company’s principal operations, decision-making functions and assets are located in the United States.
Equity Method Investments	Equity Method Investment On February 8, 2019, the Company 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. As the Company’s share of the income or loss from the equity method investment will be recognized on a one-quarter lag, no gain or loss from equity activity was recorded in the consolidated statement of operations for the quarter ended March 31, 2019.
Recent accounting pronouncements	Recent Accounting Pronouncements 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. On January 1, 2019, the Company adopted the new leasing standard using the prospective transition method. See Note 3 for further details. In June 2018, the 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, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Schedule of cumulative effects	The cumulative effects of the changes made to the Company’s January 1, 2019 consolidated balance sheet were as follows (in thousands): December 31, 2018 Adjustments Due to Adoption of New Leasing Standard January 1, 2019 Assets Other current assets $ 4,103 $ 188 $ 4,291 Property and equipment, net 61,511 (25,461 ) 36,050 Operating lease right-of-use assets — 42,010 42,010 Other assets 7,228 147 7,375 Liabilities Operating lease liabilities, current $ — $ 6,498 $ 6,498 Accrued expenses and other current liabilities 10,908 (2,637 ) 8,271 Lease financing obligation, net of current portion 22,987 (22,987 ) — Operating lease liabilities, net of current portion — 43,351 43,351 Other liabilities 9,290 (3,651 ) 5,639 Stockholders ’ Equity Accumulated deficit $ (373,482 ) $ (3,690 ) $ (377,172 )
Lease costs	For the three months ended March 31, 2019, the Company recorded operating lease costs, excluding subleases, that were included in the statement of operations as follows: Operating lease costs recorded within: Three Months Ended March 31, 2019 Cost of revenue $ 200 Sales and marketing 439 Technology and development 871 General and administrative 634 Total operating lease costs $ 2,144
Future minimum payments under non-cancellable lease obligations	Future undiscounted lease payments for the Company's operating lease liabilities, a reconciliation of these payments to its operating lease liabilities, and related sublease income at March 31, 2019 are as follows (in thousands): Nine months ended December 31, 2019 and years ended December 31, 2019 $ 6,282 2020 8,523 2021 7,152 2022 7,369 2023 7,628 Thereafter 22,561 Total lease payments $ 59,515 Less: imputed interest (11,065 ) Total lease liabilities (discounted) $ 48,450
Sublease income	Nine months ended December 31, 2019 and year ended December 31, Sublease Income 2019 $ (1,640 ) 2020 (1,299 ) Total sublease income $ (2,939 )
Future minimum lease payments under previous guidance	As previously disclosed in the Company’s 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for the Company's operating leases at December 31, 2018, on an undiscounted basis, were 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 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Summary of financial assets measured at fair value on a recurring basis	The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018 by level within the fair value hierarchy. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At March 31, 2019 At December 31, 2018 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 175,409 $ — $ — $ 175,409 $ 192,207 $ — $ — $ 192,207 Total Assets $ 175,409 $ — $ — $ 175,409 $ 192,207 $ — $ — $ 192,207 Liabilities: Contingent consideration, non-current $ — $ — $ 4,552 $ 4,552 $ — $ — $ 4,477 $ 4,477 Total Liabilities $ — $ — $ 4,552 $ 4,552 $ — $ — $ 4,477 $ 4,477

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	3 Months Ended
	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, Computer equipment, software, and internally developed software $ 102,364 $ 99,204 Furniture and fixtures 4,758 4,758 Leasehold improvements 15,838 8,602 Capitalized facility leases — 30,632 122,960 143,196 Less: Accumulated depreciation (88,533 ) (81,685 ) Total property and equipment, net $ 34,427 $ 61,511

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Schedule of roll forward of severance liability	The following table presents a roll forward of the severance liability for the three months ended March 31, 2019 (in thousands): Reorganization Liability Accrual at December 31, 2018 $ — Expense 3,280 Cash Payments (3,093 ) Accrual at March 31, 2019 $ 187

Stock-based Awards (Tables)

Stock-based Awards (Tables)	3 Months Ended
	Mar. 31, 2019
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 three months ended March 31, 2019 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2018 14,114,651 $ 12.32 7.0 Granted 1,307,779 7.61 Exercised (345,913 ) 8.11 Forfeited/expired (1,111,221 ) 13.30 Outstanding at March 31, 2019 13,965,296 $ 11.91 7.0
Schedule of activity in connection with restricted stock	Activity in connection with restricted stock units is as follows for the three months ended March 31, 2019 : Number of Shares Weighted- Average Grant Date Fair Value Non-vested — December 31, 2018 5,375,963 $ 11.01 Granted 3,361,668 7.10 Vested (505,104 ) 10.48 Forfeited (623,122 ) 10.84 Non-vested — March 31, 2019 7,609,405 $ 9.33
Schedule of stock-based compensation cost relating to stock options and restricted stock awards	The Company recorded stock-based compensation cost relating to stock options and restricted stock units in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): Three Months Ended 2019 2018 Cost of revenue $ 499 $ 298 Sales and marketing 3,472 3,127 Technology and development 1,946 2,353 General and administrative 2,718 3,319 Total stock-based compensation expense 8,635 9,097 Amount capitalized to internal software use 473 334 Total stock-based compensation cost $ 9,108 $ 9,431

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Computation of basic and diluted net loss per share	The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended 2019 2018 Net loss $ (14,365 ) $ (9,055 ) Weighted-average common shares outstanding 104,788 100,571 Net loss per share - basic and diluted $ (0.14 ) $ (0.09 )
Anti-dilutive shares excluded from the calculation of diluted net loss per share	The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share at March 31, 2019 and 2018 (in thousands): March 31, 2019 2018 Options to purchase common stock 13,965 16,456 Common stock warrants 1,459 1,459 Non-vested restricted stock unit awards 7,609 3,727 Total shares excluded from net loss per share 23,033 21,642

Revenue Information (Tables)

Revenue Information (Tables)	3 Months Ended
	Mar. 31, 2019
Revenue from Contract with Customer [Abstract]
Schedule of revenue categories	The following table presents the Company’s revenue categories during the periods presented (in thousands): Three Months Ended 2019 2018 Dealer revenue $ 76,814 $ 72,337 OEM incentives revenue 4,201 4,421 Forecasts, consulting and other revenue 4,567 4,303 Total revenues $ 85,582 $ 81,061

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details 1 - Segments)	Feb. 08, 2019USD ($)	Mar. 31, 2019USD ($)segment
Accounting Policies [Abstract]
Number of operating segments | segment		1
Accu-Trade
Schedule of Equity Method Investments [Line Items]
Ownership percent	20.00%
Cash paid	$ 17,900,000
Capital contributions	$ 5,000,000
Gain or loss from equity activity		$ 0

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property and equipment, net	$ (34,427)		$ (36,050)	$ (61,511)
Accrued expenses and other current liabilities	(13,724)		(8,271)	(10,908)
Lease financing obligations, net of current portion	0		0	$ (22,987)
Rent expense		$ 1,700
Cash payments	$ 2,300
Cash payments		2,500
Weighted average remaining lease term	7 years 4 months 24 days
Weighted average discount rate	5.60%
Sublease income	$ 500
Sublease income		$ 500
Adjustments Due to Adoption of New Leasing Standard
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property and equipment, net			25,461
Accrued expenses and other current liabilities			2,637
Lease financing obligations, net of current portion			22,987
Adjustments Due to Adoption of New Leasing Standard | Capitalized facility leases
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property and equipment, net			28,300
Accrued expenses and other current liabilities			1,800
Lease financing obligations, net of current portion			$ 23,000
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Remaining lease terms	1 year
Lease renewal term	3 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Remaining lease terms	11 years
Lease renewal term	5 years

Leases - Schedule of Cumulative

Leases - Schedule of Cumulative Effects (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Assets
Other current assets	$ 7,777	$ 4,291	$ 4,103
Property and equipment, net	34,427	36,050	61,511
Operating lease right-of-use assets	40,545	42,010	0
Other assets	7,112	7,375	7,228
Liabilities
Operating lease liabilities, current	6,849	6,498	0
Accrued expenses and other current liabilities	13,724	8,271	10,908
Lease financing obligations, net of current portion	0	0	22,987
Operating lease liabilities, net of current portion	41,601	43,351	0
Other liabilities	5,655	5,639	9,290
Stockholders’ Equity
Accumulated deficit	$ (391,537)	(377,172)	(373,482)
Adjustments Due to Adoption of New Leasing Standard
Assets
Other current assets		188
Property and equipment, net		(25,461)
Operating lease right-of-use assets		42,010	0
Other assets		147
Liabilities
Operating lease liabilities, current		6,498	$ 0
Accrued expenses and other current liabilities		(2,637)
Lease financing obligations, net of current portion		(22,987)
Operating lease liabilities, net of current portion		43,351
Other liabilities		(3,651)
Stockholders’ Equity
Accumulated deficit		$ (3,690)

Leases - Future Minimum Payment

Leases - Future Minimum Payments Under Non-cancellable Lease Obligations (Details) $ in Thousands	Mar. 31, 2019USD ($)
Leases [Abstract]
2019	$ 6,282
2020	8,523
2021	7,152
2022	7,369
2023	7,628
Thereafter	22,561
Total lease payments	59,515
Less: imputed interest	(11,065)
Total lease liabilities (discounted)	$ 48,450

Leases - Sublease Income (Detai

Leases - Sublease Income (Details) $ in Thousands	Mar. 31, 2019USD ($)
Leases [Abstract]
2019	$ (1,640)
2020	(1,299)
Total sublease income	$ (2,939)

Leases - ROU Asset and Lease Li

Leases - ROU Asset and Lease Liability Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Leases [Abstract]
Operating lease right-of-use assets (within other assets)	$ 40,545	$ 42,010	$ 0
Operating lease liabilities - current (within accrued expenses and other liabilities)	6,849	6,498	0
Operating lease liabilities - non-current (within other liabilities)	$ 41,601	$ 43,351	$ 0

Leases - Lease Costs (Details)

Leases - Lease Costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Lessee, Lease, Description [Line Items]
Total operating lease costs	$ 2,144
Cost of revenue
Lessee, Lease, Description [Line Items]
Total operating lease costs	200
Sales and marketing
Lessee, Lease, Description [Line Items]
Total operating lease costs	439
Technology and development
Lessee, Lease, Description [Line Items]
Total operating lease costs	871
General and administrative
Lessee, Lease, Description [Line Items]
Total operating lease costs	$ 634

Leases - Future Minimum Lease P

Leases - Future Minimum Lease Payments Under Previous Guidance (Details) $ in Thousands	Dec. 31, 2018USD ($)
Lease Commitments
2019	$ 9,220
2020	8,716
2021	7,145
2022	7,362
2023	7,621
Thereafter	22,532
Total minimum lease payments	62,596
Operating Leases, Future Minimum Payments Receivable [Abstract]
2019	2,180
2020	1,282
2021	0
2022	0
2023	0
Thereafter	0
Total minimum lease payments	$ 3,462

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Fair Value Measurements
Commitments, Fair Value Disclosure	$ 4,552	$ 4,477
Nonfinancial Liabilities Fair Value Disclosure	4,552	4,477
Level 1
Fair Value Measurements
Cash equivalents	175,409	192,207
Total assets	175,409	192,207
Commitments, Fair Value Disclosure	0	0
Nonfinancial Liabilities Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements
Cash equivalents	0	0
Commitments, Fair Value Disclosure	0	0
Nonfinancial Liabilities Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements
Cash equivalents	0	0
Commitments, Fair Value Disclosure	4,552	4,477
Nonfinancial Liabilities Fair Value Disclosure	4,552	4,477
Total fair value
Fair Value Measurements
Cash equivalents	175,409	192,207
Total assets	$ 175,409	$ 192,207

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Jan. 01, 2019	Dec. 31, 2018
Property and Equipment, net
Property and equipment, gross	$ 122,960			$ 143,196
Less: Accumulated depreciation	(88,533)			(81,685)
Total property and equipment, net	34,427		$ 36,050	61,511
Property and equipment capitalized but not placed in service	1,200			1,100
Total depreciation and amortization expense	6,415	$ 5,169
Property and Equipment
Property and Equipment, net
Total depreciation and amortization expense	4,900	4,200
Computer equipment, software, and internally developed software
Property and Equipment, net
Property and equipment, gross	102,364			99,204
Furniture and fixtures
Property and Equipment, net
Property and equipment, gross	4,758			4,758
Leasehold improvements
Property and Equipment, net
Property and equipment, gross	15,838			8,602
Capitalized facility leases
Property and Equipment, net
Property and equipment, gross	0			$ 30,632
Internally developed software
Property and Equipment, net
Amortization	$ 3,400	$ 2,900

Credit Facility (Details)

Credit Facility (Details)	1 Months Ended
	Feb. 28, 2018	Mar. 31, 2019USD ($)	Feb. 18, 2018USD ($)
Credit facility
Amount outstanding		$ 0
Remaining borrowing capacity		31,000,000
Letters of credit outstanding, amount		$ 4,000,000
Revolving line of credit
Credit facility
Maximum borrowing capacity			$ 35,000,000
Increase in maximum borrowing capacity, subject to lender's consent			15,000,000
Maximum borrowing capacity, subject to lender's consent			50,000,000
Quick ratio minimum	1.50
Maximum consolidated leverage ratio, upper end of range	3
Maximum consolidated leverage ratio, lower end of range	2.50
Minimum fixed charge coverage ratio	1.25
Revolving line of credit | Minimum
Credit facility
Unused facility fee (as a percent)	0.00%
Revolving line of credit | Maximum
Credit facility
Unused facility fee (as a percent)	0.20%
Revolving line of credit | Prime rate | Minimum
Credit facility
Variable rate basis spread (as a percent)	(0.25%)
Revolving line of credit | Prime rate | Maximum
Credit facility
Variable rate basis spread (as a percent)	0.50%
Revolving line of credit | LIBOR | Minimum
Credit facility
Variable rate basis spread (as a percent)	1.75%
Revolving line of credit | LIBOR | Maximum
Credit facility
Variable rate basis spread (as a percent)	2.50%
Letters of credit
Credit facility
Maximum borrowing capacity			$ 10,000,000

Commitments and Contingencies -

Commitments and Contingencies - Reorganization (Details) - Severance liability $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Restructuring Cost and Reserve [Line Items]
Severance costs	$ 3,280
Restructuring Reserve [Roll Forward]
Beginning balance	0
Expense	3,280
Cash Payments	(3,093)
Ending balance	$ 187

Commitments and Contingencies_2

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

Commitments and Contingencies_3

Commitments and Contingencies - Employee Contracts and Severance Costs (Details)	3 Months Ended
	Mar. 31, 2019
Employment contracts
Restructuring Cost and Reserve [Line Items]
Maximum term of executive's annual base salary to determine severance obligations	12 months

Stock-based Awards (Details - O

Stock-based Awards (Details - Options) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Additional disclosure
Stock-based compensation expense	$ 8,635	$ 9,097
Options
Number of Options
Outstanding at the beginning of period (in shares)	14,114,651
Granted (in shares)	1,307,779
Exercised (in shares)	(345,913)
Canceled/forfeited (in shares)	(1,111,221)
Outstanding at the end of the period (in shares)	13,965,296		14,114,651
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)	$ 12.32
Granted (in dollars per share)	7.61
Exercised (in dollars per share)	8.11
Canceled/forfeited (in dollars per share)	13.30
Outstanding at the end of the period (in dollars per share)	$ 11.91		$ 12.32
Additional disclosure
Weighted average remaining contractual life (in years)	7 years		7 years
Remaining stock-based compensation expense for unvested awards	$ 32,100
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized	2 years 5 months 23 days
Stock-based compensation expense	$ 3,100	$ 4,600

Stock-based Awards (Details 2 -

Stock-based Awards (Details 2 - RSUs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Weighted-Average Grant Date Fair Value
Stock based compensation expense	$ 8,635	$ 9,097
Non-vested restricted stock unit awards
Number of Shares
Non-vested at the beginning of period (in shares)	5,375,963
Granted (in shares)	3,361,668
Vested (in shares)	(505,104)
Canceled/forfeited (in shares)	(623,122)
Non-vested at the end of the period (in per share)	7,609,405
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)	$ 11.01
Granted (in dollars per share)	7.10
Vested (in dollars per share)	10.48
Canceled/forfeited (in dollars per share)	10.84
Non-vested at the end of the period (in dollars per share)	$ 9.33
Remaining stock based compensation expense for non vested restricted stock units	$ 68,200
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized	2 years 9 months 7 days
Stock based compensation expense	$ 5,500	$ 4,400

Stock-based Awards (Details 3 -

Stock-based Awards (Details 3 - Stock comp by FSLI) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Stock-based Compensation Cost
Stock-based compensation expense	$ 8,635	$ 9,097
Amount capitalized to internal software use	473	334
Total stock-based compensation cost	9,108	9,431
Cost of revenue
Stock-based Compensation Cost
Stock-based compensation expense	499	298
Sales and marketing
Stock-based Compensation Cost
Stock-based compensation expense	3,472	3,127
Technology and development
Stock-based Compensation Cost
Stock-based compensation expense	1,946	2,353
General and administrative
Stock-based Compensation Cost
Stock-based compensation expense	$ 2,718	$ 3,319

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Income tax (benefit) provision	$ 101	$ (61)

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings Per Share [Abstract]
Net loss	$ (14,365)	$ (9,055)
Weighted average common shares outstanding (in shares)	104,788	100,571
Net loss per share, basic and diluted (in dollars per share)	$ (0.14)	$ (0.09)

Net Loss Per Shares (Details 2)

Net Loss Per Shares (Details 2) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	23,033	21,642
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	13,965	16,456
Common stock warrants
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	1,459	1,459
Non-vested restricted stock unit awards
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	7,609	3,727

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Related Party Transactions
Receivable from related party	$ 195	$ 195		$ 349
USAA
Related Party Transactions
Receivable from related party	200	200		300
Due to related party	4,500	4,500		$ 5,300
USAA | Sales and marketing
Related Party Transactions
Costs under related party agreements		5,500	$ 4,500
Accu-Trade
Related Party Transactions
Due to related party	$ 200	$ 200
Ownership percent	20.00%	20.00%
Accu-Trade | Contra-revenue
Related Party Transactions
Costs under related party agreements	$ 200
Accu-Trade | Cost of revenue
Related Party Transactions
Costs under related party agreements	$ 100

- Schedule of Revenue Categorie

- Schedule of Revenue Categories (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue Information
Revenues (includes related party contra revenue of $163 and $0 for the three months ended March 31, 2019 and 2018, respectively)	$ 85,582	$ 81,061
Dealer revenue
Revenue Information
Revenues (includes related party contra revenue of $163 and $0 for the three months ended March 31, 2019 and 2018, respectively)	76,814	72,337
OEM incentives revenue
Revenue Information
Revenues (includes related party contra revenue of $163 and $0 for the three months ended March 31, 2019 and 2018, respectively)	4,201	4,421
Forecasts, consulting and other revenue
Revenue Information
Revenues (includes related party contra revenue of $163 and $0 for the three months ended March 31, 2019 and 2018, respectively)	$ 4,567	$ 4,303

Revenue Information - Narrative

Revenue Information - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Contract asset balance	$ 3.7	$ 3.3