Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36449 | |
Entity Registrant Name | TRUECAR, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3807511 | |
Entity Address, Address Line One | 120 Broadway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90401 | |
City Area Code | 800 | |
Local Phone Number | 200-2000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | TRUE | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 98,806,292 | |
Entity Central Index Key | 0001327318 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 274,573 | $ 273,314 |
Accounts receivable, net of allowances of $6,149 and $7,147 at March 31, 2021 and December 31, 2020, respectively | 28,308 | 32,923 |
Prepaid expenses | 4,905 | 5,800 |
Other current assets | 4,057 | 12,901 |
Total current assets | 311,843 | 324,938 |
Property and equipment, net | 20,626 | 21,421 |
Operating lease right-of-use assets | 28,124 | 29,192 |
Goodwill | 51,205 | 51,205 |
Intangible assets, net | 6,188 | 6,600 |
Equity method investment | 19,576 | 19,905 |
Other assets | 4,709 | 4,800 |
Total assets | 442,271 | 458,061 |
Current liabilities | ||
Accounts payable (includes related party payables of $1,040 and $913 at March 31, 2021 and December 31, 2020, respectively) | 13,831 | 13,198 |
Accrued employee expenses | 4,549 | 6,506 |
Operating lease liabilities, current | 4,847 | 4,771 |
Accrued expenses and other current liabilities | 16,064 | 18,402 |
Total current liabilities | 39,291 | 42,877 |
Deferred tax liabilities | 57 | 40 |
Operating lease liabilities, net of current portion | 30,645 | 31,974 |
Other liabilities | 86 | 388 |
Total liabilities | 70,079 | 75,279 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Equity | ||
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at March 31, 2021 and December 31, 2020; no shares issued and outstanding at March 31, 2021 and December 31, 2020 | 0 | 0 |
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at March 31, 2021 and December 31, 2020; 98,667,561 and 99,690,942 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 10 | 10 |
Additional paid-in capital | 736,118 | 738,290 |
Accumulated deficit | (363,936) | (355,518) |
Total stockholders’ equity | 372,192 | 382,782 |
Total liabilities and stockholders’ equity | $ 442,271 | $ 458,061 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivables- current | $ 6,149 | $ 7,147 |
Related party accounts payable- current | $ 1,040 | $ 913 |
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) | 98,667,561 | 99,690,942 |
Common stock, shares outstanding (in shares) | 98,667,561 | 99,690,942 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues (includes related party contra revenue of $297 and net revenue of $1,247 for the three months ended March 31, 2021 and 2020, respectively) | $ 65,105 | $ 78,917 |
Costs and operating expenses: | ||
Cost of revenue (exclusive of depreciation and amortization presented separately below; includes related party cost of revenue of $1,248 and $285 for the three months ended March 31, 2021 and 2020, respectively) | 5,458 | 6,175 |
Sales and marketing (includes related party expenses of $0 and $1,959 for the three months ended March 31, 2021 and 2020, respectively) | 40,099 | 46,080 |
Technology and development | 11,193 | 11,899 |
General and administrative | 12,678 | 12,088 |
Depreciation and amortization | 4,312 | 5,029 |
Goodwill impairment | 0 | 8,264 |
Total costs and operating expenses | 73,740 | 89,535 |
Loss from operations | (8,635) | (10,618) |
Interest income | 15 | 378 |
Other income | 625 | 0 |
Loss from equity method investment | (329) | (382) |
Loss from continuing operations before income taxes | (8,324) | (10,622) |
Provision for (benefit from) income taxes | 94 | (232) |
Loss from continuing operations | (8,418) | (10,390) |
Loss from discontinued operations, net of taxes | 0 | (279) |
Net loss | $ (8,418) | $ (10,669) |
Loss per share, basic and diluted | ||
Continuing operations (in dollars per share) | $ (0.09) | $ (0.10) |
Discontinuing operations (in dollars per share) | $ 0 | $ 0 |
Weighted average common shares outstanding, basic and diluted (in shares) | 98,581 | 107,024 |
Other comprehensive loss: | ||
Comprehensive loss | $ (8,418) | $ (10,669) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Contra revenue from related parties | $ 297 | |
Revenue from related parties | $ 1,247 | |
Cost of revenue | ||
Costs and expenses with related parties | 1,248 | 285 |
Sales and marketing | ||
Costs and expenses with related parties | $ 0 | $ 1,959 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | APIC | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 106,865,830 | |||
Beginning balance at Dec. 31, 2019 | $ 327,271 | $ 11 | $ 759,322 | $ (432,062) |
Increase (Decrease) in Stockholders' Equity | ||||
Net loss | (10,669) | (10,669) | ||
Stock-based compensation | 6,559 | 6,559 | ||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 317,803 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | (724) | (724) | ||
Ending balance (in shares) at Mar. 31, 2020 | 107,183,633 | |||
Ending balance at Mar. 31, 2020 | $ 322,437 | $ 11 | 765,157 | (442,731) |
Beginning balance (in shares) at Dec. 31, 2020 | 99,690,942 | 99,690,942 | ||
Beginning balance at Dec. 31, 2020 | $ 382,782 | $ 10 | 738,290 | (355,518) |
Increase (Decrease) in Stockholders' Equity | ||||
Net loss | (8,418) | (8,418) | ||
Repurchase of common stock (in shares) | (1,683,692) | |||
Repurchase of common stock | (7,829) | (7,829) | ||
Stock-based compensation | 6,732 | 6,732 | ||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 660,311 | |||
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | $ (1,075) | (1,075) | ||
Ending balance (in shares) at Mar. 31, 2021 | 98,667,561 | 98,667,561 | ||
Ending balance at Mar. 31, 2021 | $ 372,192 | $ 10 | $ 736,118 | $ (363,936) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (8,418) | $ (10,669) |
Loss from discontinued operations, net of taxes | 0 | (279) |
Net loss from continuing operations | (8,418) | (10,390) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 4,312 | 5,029 |
Goodwill impairment | 0 | 8,264 |
Deferred income taxes | 17 | (439) |
Bad debt expense and other reserves | 232 | 2,225 |
Stock-based compensation | 6,385 | 5,914 |
Increase in the fair value of contingent consideration liability | 31 | 75 |
Amortization of lease right-of-use assets | 1,068 | 1,516 |
Loss from equity method investment | 329 | 382 |
Write-off and loss on disposal of fixed assets | 0 | 41 |
Other noncash expense | 125 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,383 | 2,131 |
Prepaid expenses and other assets | 2,205 | 2,851 |
Accounts payable | 717 | (3,697) |
Accrued employee expenses | (1,745) | (3,245) |
Operating lease liabilities | (1,253) | (2,000) |
Accrued expenses and other liabilities | (2,607) | (6,726) |
Other liabilities | (302) | (44) |
Net cash provided by operating activities - continuing operations | 5,479 | 1,887 |
Net cash provided by operating activities - discontinued operations | 0 | 3,663 |
Net cash provided by operating activities | 5,479 | 5,550 |
Cash flows from investing activities | ||
Purchase of property and equipment | (2,816) | (3,154) |
Net cash used in investing activities - continuing operations | (2,816) | (3,154) |
Net cash provided by (used in) investing activities - discontinued operations | 7,500 | (351) |
Net cash provided by (used in) investing activities | 4,684 | (3,505) |
Cash flows from financing activities | ||
Proceeds from exercise of common stock options | 567 | 3 |
Taxes paid related to net share settlement of equity awards | (1,642) | (727) |
Payments for the repurchase of common stock | (7,829) | 0 |
Net cash used in financing activities | (8,904) | (724) |
Net increase in cash and cash equivalents | 1,259 | 1,321 |
Cash and cash equivalents at beginning of period | 273,314 | 181,534 |
Cash and cash equivalents at end of period | 274,573 | 182,855 |
Supplemental disclosures of non-cash activities | ||
Stock-based compensation capitalized for software development | 347 | 345 |
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses | $ 585 | $ 148 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2021 | |
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 TrueCar Dealer Solutions, Inc., DealerScience, LLC and ALG, Inc. (up to the disposition date of November 30, 2020) 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. Through its subsidiary TCDS, the Company provides its TrueCar Trade and Payments products. Our Trade solution 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. The Company’s Payments solution leverages the digital retailing technology of its DealerScience subsidiary, acquired in December 2018, to help consumers calculate accurate monthly payments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020, and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. As a result of the ALG divestiture as discussed in Note 3, the ALG business met the criteria to be reported as discontinued operations. Therefore, the Company is reporting the historical results of ALG, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for all periods presented herein through the date of disposition. Unless otherwise noted, the accompanying Notes to the Condensed Consolidated Financial Statements have all been revised to reflect continuing operations only. The condensed consolidated balance sheet at December 31, 2020 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 5, 2021. 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. Divestitures are included in the Company’s consolidated statements through the date of disposition. 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 assets and liabilities assumed in business combinations, the recoverability and related impairment of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, right-of-use assets and operating lease 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 fair values of its single reporting unit related to goodwill impairment, right-of-use assets and lease liabilities, assets and liabilities assumed in business combinations, assets and liabilities of its equity method investment and performance-based stock units. Segments The Company has one operating segment. From January 1, 2021 through January 26, 2021, the Company’s chief operating decision maker (“CODM”) was solely comprised of the President and Chief Executive Officer who managed the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. Upon the hiring of the Company’s Chief Financial Officer on January 27, 2021 and through March 31, 2021, the CODM was comprised of both the President and Chief Executive Officer and the Chief Financial Officer, who jointly managed the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. The CODM reviews financial information on a consolidated basis, accompanied by information about dealer revenue, OEM incentive revenue, and other revenue (Note 13). All of the Company’s principal operations, decision-making functions and assets are located in the United States. Allowance for Doubtful Accounts The Company determines its allowance for doubtful accounts based on historical write-off experience and specific circumstances that make it likely that recovery will not occur. The Company reviews the allowance for doubtful accounts periodically and assesses the aging of account balances, with an emphasis on those that are past due over ninety days. Account balances are charged off against the allowance when the Company determines that it is probable the receivable will not be recovered. The Company considers the need to adjust historical information to reflect the extent to which the Company expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated. The primary current and future economic indicators that the Company uses to develop its current estimate of expected credit losses include the current and forecast U.S. Gross Domestic Product (GDP). The Company calculates the expected credit losses on a pool basis for those trade receivables that have similar risk characteristics. For those trade receivables that do not share similar risk characteristics, the allowance for doubtful accounts is calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include revenue billing model and aging status. The following table summarizes the changes in the allowance for doubtful accounts and sales allowances (in thousands): Three Months Ended March 31, 2021 2020 Allowances, at beginning of period $ 7,147 $ 6,591 Charged as a reduction of revenue 1,279 2,398 Charged to bad debt expense in general and administrative expenses 232 2,225 Write-offs, net of recoveries (2,509) (3,327) Allowances, at end of period $ 6,149 $ 7,887 The Company’s assessment considered business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a material impact on our allowance for credit losses in future periods. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On November 30, 2020, the Company completed the sale of its 100% interest (the “Divestiture”) in ALG to J.D. Power for $112.5 million in cash (subject to customary working capital and other adjustments) pursuant to the Membership Interest Purchase Agreement, dated as of July 31, 2020 (the “Purchase Agreement”). The Purchase Agreement provides for J.D. Power to pay the Company (i) a potential cash earnout of up to $7.5 million based upon ALG’s achievement of certain revenue metrics in 2020 and (ii) a potential cash earnout of up to $15 million based upon ALG’s achievement of certain revenue metrics in 2022. The Company received cash proceeds of $111.5 million, net of working capital adjustments, and incurred transaction costs of approximately $1.9 million. As part of the Divestiture, the Company also received a five-year data license from J.D. Power for use of certain ALG data in the Company’s products and services. The Company recorded the fair value of the data license in the amount of $1.9 million. The carrying value of the data license is included in other current assets and other assets in the accompanying condensed consolidated balance sheets. The data license is being treated as additional consideration received and is being amortized on a straight-line basis over five years. The Company accounts for the future earnouts as gain contingencies and recognizes the contingent consideration associated with the Divestiture when the consideration is determined to be realizable. At December 31, 2020, the Company recorded a receivable of $7.5 million associated with the achievement of the first earnout based on certain 2020 revenue metrics. The Divestiture resulted in a pre-tax gain of $92.5 million for the year ended December 31, 2020. During the first quarter of 2021, the Company received cash payment of $7.5 million related to the first earnout and is reflected within investing activities of discontinued operations on the accompanying condensed consolidated statements of cash flows. The Divestiture represents a strategic shift in the Company’s business and meets the criteria of discontinued operations. As a result, the operating results and cash flows from ALG have been reflected as discontinued operations in the condensed consolidated statements of comprehensive loss and consolidated statements of cash flows for all periods presented. The following table presents the detail of “Loss from discontinued operations, net of taxes” within the condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Revenues $ 4,609 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization presented separately below) 1,046 Sales and marketing 495 Technology and development 317 General and administrative 224 Depreciation and amortization 1,242 Goodwill impairment 1,923 Total costs and operating expenses 5,247 Loss from operations (638) Interest income 155 Loss from discontinued operations before income taxes (483) Benefit from income taxes (204) Loss from discontinued operations, net of taxes $ (279) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and December 31, 2020 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, 2021 At December 31, 2020 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 263,139 $ — $ — $ 263,139 $ 262,309 $ — $ — $ 262,309 Total assets $ 263,139 $ — $ — $ 263,139 $ 262,309 $ — $ — $ 262,309 Liabilities: Contingent consideration, current $ — $ — $ 2,490 $ 2,490 $ — $ — $ 2,459 $ 2,459 Total liabilities $ — $ — $ 2,490 $ 2,490 $ — $ — $ 2,459 $ 2,459 Contingent Consideration Obligations The following table summarizes the changes in the fair value of the contingent consideration obligation (in thousands): Three Months Ended March 31, 2021 2020 Fair value, beginning of period $ 2,459 $ 4,777 Additions and changes in fair value 31 75 Fair value, end of period $ 2,490 $ 4,852 The following table summarizes the significant unobservable inputs and valuation technique in the fair value measurement of Level 3 financial liabilities used to measure the contingent consideration liability at March 31, 2021: Valuation Technique Unobservable Input Value Discounted cash flow Probability of achievement 100.0% Discount rate 4.9% |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GoodwillThe Company assesses recoverability of goodwill on an annual basis or when events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable, such as a decline in stock price and market capitalization. Throughout the second half of 2019 and through the first quarter of 2020, the Company’s stock price experienced high volatility, causing a decline in its enterprise market capitalization. During the first quarter of 2020, as a result of the global economic disruption and uncertainty due to the COVID-19 pandemic, along with the Company’s announcement that it had entered into a short-term agreement to extend its partnership with USAA Federal Savings Bank to continue to power the USAA Car Buying Service through September 30, 2020, the Company concluded a triggering event had occurred. In light of these two factors, the Company performed an interim quantitative impairment test as of March 31, 2020, in which the Company estimated the fair value of its single reporting unit by utilizing an income approach which uses a discounted cash flow (“DCF”) analysis. The Company has previously used an implied market value approach. Given the high degree of market volatility and lack of reliable market data as of March 31, 2020, the Company determined that a discounted cash flow model (income approach) provided the best approximation of fair value. Determining fair value requires the exercise of significant assumptions and judgments, which are considered Level 3 inputs under the fair value hierarchy, including the amount and timing of expected future cash flows, long-term growth rates and the discount rate. Based on the results of the interim impairment test, the Company concluded that the carrying value of its reporting unit was greater than the fair value and, accordingly, recognized a non-cash impairment charge of $10.2 million during the three months ended March 31, 2020, of which $1.9 million was included in discontinued operations. If the pandemic’s economic impact is more severe, or if the economic recovery takes longer to materialize or does not materialize as strongly as anticipated, this could result in further goodwill impairment charges. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Computer equipment, software, and internally developed software $ 69,083 $ 66,198 Furniture and fixtures 4,605 4,610 Leasehold improvements 15,727 15,727 89,415 86,535 Less: Accumulated depreciation (68,789) (65,114) Total property and equipment, net $ 20,626 $ 21,421 Included in the table above are property and equipment of $1.0 million and $0.9 million at March 31, 2021 and December 31, 2020, 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 $3.9 million and $4.4 million for the three months ended March 31, 2021 and 2020, respectively. |
Credit Facility
Credit Facility | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility | Credit Facility February 2018 Amended Credit Facility The Company is party to a third amended and restated loan and security agreement (as amended from time to time, 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. In February 2021, the Company entered into a third amendment to the Credit Facility to extend the expiration date to April 19, 2021 that did 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 contains an increase option permitting the Company, subject to the lender’s consent, to increase the revolving credit facility by up to $15.0 million, to an aggregate maximum of $50.0 million. At March 31, 2021, the Company had no outstanding amounts under the Credit Facility and the amount available was $32.2 million, reduced for the letters of credit issued and outstanding under the subfacility of $2.8 million. April 2021 Amendment to Credit Facility In April 2021, the Company entered into a fourth amendment to the Third Amended Credit Facility (“Fourth Amendment”). The Fourth Amendment extends the maturity date to April 12, 2024. Similar to the third amended and restated loan and security agreement, the Fourth Amendment provides for advances under a $35.0 million revolving line of credit. The Fourth Amendment also provides for a $10.0 million subfacility for the issuance of letters of credit and contains an increase option permitting the Company, subject to the lender’s consent, to increase the revolving credit facility by up to $15.0 million to an aggregate maximum of $50.0 million. The Fourth Amendment 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 0.25%, or (ii) a LIBOR rate determined in accordance with the terms of the Credit Facility, plus a spread of 1.75% to 2.25%. 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, excluding operating lease obligations, plus all obligations and liabilities to the financial institution including issued and outstanding letters of credit. 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 for LIBOR rate loans. The Company is also obligated to pay an unused revolving line facility fee of 0.00% to 0.15% 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 1.25 to 1.00 on the last day of each quarter. The Credit Facility also limits the Company’s ability to pay dividends. 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Reorganization In May 2020, the Company committed to a restructuring plan (the “Restructuring Plan”) in furtherance of its efforts to enhance productivity and efficiency, preserve profitability and streamline its organizational structure to better align operations with its long-term commitment to providing an enhanced consumer experience. The majority of the restructuring costs liability was paid during the year ended December 31, 2020 with the remainder expected to be paid in 2021. The Company does not expect to incur significant additional charges in future periods related to the Restructuring Plan. The following table presents a roll forward of the restructuring costs liability for the three months ended March 31, 2021 (in thousands): Restructuring Costs Liability Accrual at December 31, 2020 $ 381 Cash Payments — Accrual at March 31, 2021 $ 381 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. Stockholder Litigation Milbeck Federal Securities Litigation In March 2018, Leon Milbeck filed a putative securities class action complaint against the Company in the U.S. District Court for the Central District of California (the “Milbeck Federal Securities Litigation”). On June 27, 2018, the court appointed the Oklahoma Police Pension and Retirement Fund as lead plaintiff, who filed an amended complaint on August 24, 2018. The amended 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, and that the defendants made actionable misstatements in violation of Section 11 of the Securities Act in connection with the Company’s secondary offering that occurred during the class period. The amended complaint named the Company, certain of its then-current and former officers and directors and the underwriters for its secondary offering as defendants. On October 31, 2018, the lead plaintiff dismissed the underwriters from the litigation “without prejudice,” meaning that they could be reinstated as defendants at a later time. On August 2, 2019, the parties entered into an agreement to settle the Milbeck Federal Securities Litigation on a class-wide basis for $28.25 million, all of which was paid by the Company’s directors’ and officers’ liability insurance, pursuant to which the court dismissed the case on May 26, 2020. As a result, the Milbeck Federal Securities Litigation is currently resolved. Delaware Consolidated Derivative Litigation In August 2019, three purported stockholder derivative actions were filed in Delaware alleging a variety of claims nominally on the Company’s behalf arising out of alleged breaches of fiduciary duty under Delaware law based upon substantially the same factual allegations as the Milbeck Federal Securities Litigation. The complaints named the Company, certain of its then-current and former directors and officers, USAA and, in one of the actions, certain entities affiliated with USAA and certain of our current and former directors as defendants. On October 7, 2019, the Delaware Court of Chancery consolidated the cases into a single action in that court bearing the caption In re TrueCar, Inc. Stockholder Derivative Litigation (the “Delaware Consolidated Derivative Litigation”). On November 6, 2019, the plaintiffs filed a consolidated complaint against all of the defendants named in the prior actions, asserting claims for breach of fiduciary duty, unjust enrichment, contribution and indemnification against the Company’s current and former officers and directors, and claims for aiding and abetting breaches of fiduciary duty against the entities affiliated with USAA and with certain of the Company’s current and former directors. The plaintiffs sought an award of damages against the defendants on behalf of the Company and various alleged corporate governance reforms. On December 19, 2019, the defendants filed motions to dismiss for failure to make a pre-suit demand. On September 30, 2020, the court dismissed the Delaware Consolidated Derivative Litigation with prejudice for failure to make a pre-suit demand and failure to state a claim and the plaintiffs did not appeal the ruling. As a result, the Delaware Consolidated Derivative Litigation is resolved. Following the court’s decision, the plaintiffs sent a letter to the Company demanding that it pursue claims against certain current and former officers for various alleged breaches of their fiduciary duties, based substantially on the same factual allegations as the Milbeck Federal Securities Litigation. On November 18, 2020, the Company’s Board of Directors (the “Board”) established a special committee of the Board (the “Special Committee”) to investigate the claims contained in the Delaware Consolidated Derivative Litigation, the Lee Derivative Litigation and other related stockholder demands. The Company has not recorded an accrual related to this matter as of March 31, 2021 as the Company does not believe a loss is probable or reasonably estimable. Lee Derivative Litigation In December 2019, Sulgi Lee, a purported stockholder, filed a derivative action in the Delaware Court of Chancery (the “Lee Derivative Litigation”) alleging a variety of claims nominally on the Company’s behalf arising out of alleged breaches of fiduciary duty under Delaware law based upon substantially the same factual allegations as the Milbeck Federal Securities Litigation. The complaint named the Company, certain of its then-current and former directors and officers and USAA as defendants. The plaintiff seeks an award of damages against the defendants on the Company’s behalf and various alleged corporate governance reforms. On May 5, 2020, the court entered the parties’ stipulation to stay this litigation pending the outcome of the motions to dismiss in the Delaware Consolidated Derivative Litigation. Following the dismissal of the Delaware Consolidated Derivative Litigation, on December 22, 2020, the court entered the parties’ further stipulation to stay the Lee Derivative Litigation pending the outcome of the Special Committee’s investigation. The Company believes that the complaint is without merit, and should the litigation proceed, the Company intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of March 31, 2021 as the Company does not believe a loss is probable or reasonably estimable. Trademark Litigation On April 9, 2020, the Company was named as a defendant in a lawsuit filed by Six Star, Inc. (“Six Star”) in the U.S. District Court for the Middle District of Florida (the “Trademark Litigation”). The complaint in the Trademark Litigation alleges that the Company’s new “BUY SMARTER DRIVE HAPPIER” tagline infringed and diluted Six Star’s “BUY SMART BE HAPPY” trademark and included claims of false advertising and deceptive and unfair trade practices. The complaint seeks injunctive relief in addition to certain monetary awards. The Company believes that the complaint is without merit and intends to vigorously defend itself in this matter. The Company did not record an accrual related to this matter as of March 31, 2021, 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 |
Stock-based Awards
Stock-based Awards | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [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, 2021 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding at December 31, 2020 10,009,282 $ 9.58 5.1 Granted 768,354 5.04 Exercised (180,321) 3.14 Forfeited/expired (742,705) 7.97 Outstanding at March 31, 2021 9,854,610 $ 9.46 4.7 At March 31, 2021, total remaining stock-based compensation expense for unvested stock option awards was $6.7 million, which is expected to be recognized over a weighted-average period of 2.8 years. For each of the three months ended March 31, 2021 and 2020, the Company recorded stock-based compensation expense for stock option awards of $1.6 million. Restricted Stock Units Activity in connection with restricted stock units is as follows for the three months ended March 31, 2021: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2020 6,918,474 $ 4.63 Granted 1,655,016 5.35 Vested (793,015) 5.31 Forfeited (554,981) 4.46 Non-vested — March 31, 2021 7,225,494 $ 4.73 At March 31, 2021, total remaining stock-based compensation expense for non-vested restricted stock units was $30.3 million, which is expected to be recognized over a weighted-average period of 2.4 years. The Company recorded $4.8 million and $4.3 million in stock-based compensation expense for restricted stock units for the three months ended March 31, 2021 and 2020, 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 condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended 2021 2020 Cost of revenue $ 71 $ 313 Sales and marketing 2,959 2,161 Technology and development 1,188 1,225 General and administrative 2,167 2,215 Total stock-based compensation expense 6,385 5,914 Amount capitalized to internal software use 347 345 Total stock-based compensation cost $ 6,732 $ 6,259 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
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 and an income tax benefit of $0.2 million for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021, the Company’s provision for income taxes primarily reflects tax expense associated with state income taxes and the amortization of tax-deductible goodwill that is not an available source of income to realize deferred tax assets. For the three months ended March 31, 2020, the $0.2 million tax benefit primarily arose in connection with the impairment of goodwill, resulting in reduction of indefinite-lived deferred tax liabilities. There were no material changes to the Company’s unrecognized tax benefits in the three months ended March 31, 2021, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. Due to the presence of net operating loss (“NOL”) carryforwards, all income tax years remain open for examination by the IRS and various state taxing authorities. The Internal Revenue Code of 1986, as amended (the “IRC”), imposes substantial restrictions on the utilization of net operating losses and other tax attributes in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use pre-change net operating loss and research tax credits may be limited as prescribed under IRC Sections 382 and 383. Events that may cause a limitation in the amount of the net operating losses and credits that the Company uses in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The Company |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): Three Months Ended 2021 2020 Net loss $ (8,418) $ (10,669) Loss from continuing operations $ (8,418) $ (10,390) Loss from discontinued operations, net of taxes $ — $ (279) Weighted-average common shares outstanding, basic and diluted 98,581 107,024 Loss per share, basic and diluted Continuing operations $ (0.09) $ (0.10) Discontinued operations $ 0.00 $ 0.00 The following table presents the number of anti-dilutive shares excluded from the calculation of diluted loss per share at March 31, 2021 and 2020 (in thousands): March 31, 2021 2020 Options to purchase common stock 9,855 12,052 Common stock warrants 510 1,459 Non-vested restricted stock unit awards 7,225 10,183 Total shares excluded from net loss per share 17,590 23,694 Share Repurchase Program |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Transactions with USAA USAA is a large stockholder in the Company and was the Company’s most significant affinity marketing partner. At the time that the Company entered into arrangements with USAA to operate its Auto Buying Program, USAA met the definition of a related party. In February 2020, the Company entered into a short-term agreement to extend its partnership with USAA Federal Savings Bank (“USAA FSB”) to continue to power the USAA Car Buying Service through September 30, 2020. USAA FSB paid the Company a $20 million transition services fee that was earned over the term of the agreement. Revenue share from USAA FSB to the Company remained the same as it was under the previous agreement except that amounts earned after March 1, 2020 were settled net of the transaction service fee. For the three months ended March 31, 2020, the Company recognized revenue of $1.7 million and recorded sales and marketing expense of $2.0 million related to service arrangements entered into with USAA. At March 31, 2021 and December 31, 2020 the Company had no amounts due to or from USAA. Transactions with Accu-Trade |
Revenue Information
Revenue Information | 3 Months Ended |
Mar. 31, 2021 | |
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 other revenue. The following table presents the Company’s revenue categories during the periods presented (in thousands): Three Months Ended 2021 2020 Dealer revenue $ 62,057 $ 73,798 OEM incentives revenue 2,797 3,523 Other revenue 251 1,596 Total revenues $ 65,105 $ 78,917 Contract Balances |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020, and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. As a result of the ALG divestiture as discussed in Note 3, the ALG business met the criteria to be reported as discontinued operations. Therefore, the Company is reporting the historical results of ALG, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for all periods presented herein through the date of disposition. Unless otherwise noted, the accompanying Notes to the Condensed Consolidated Financial Statements have all been revised to reflect continuing operations only. |
Principles of 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. Divestitures are included in the Company’s consolidated statements through the date of disposition. 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 assets and liabilities assumed in business combinations, the recoverability and related impairment of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, right-of-use assets and operating lease 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 fair values of its single reporting unit related to goodwill impairment, right-of-use assets and lease liabilities, assets and liabilities assumed in business combinations, assets and liabilities of its equity method investment and performance-based stock units. |
Segments | Segments The Company has one operating segment. From January 1, 2021 through January 26, 2021, the Company’s chief operating decision maker (“CODM”) was solely comprised of the President and Chief Executive Officer who managed the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. Upon the hiring of the Company’s Chief Financial Officer on January 27, 2021 and through March 31, 2021, the CODM was comprised of both the President and Chief Executive Officer and the Chief Financial Officer, who jointly managed the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. The CODM reviews financial information on a consolidated basis, accompanied by information about dealer revenue, OEM incentive revenue, and other revenue (Note 13). All of the Company’s principal operations, decision-making functions and assets are located in the United States. |
Allowance for doubtful accounts | Allowance for Doubtful Accounts The Company determines its allowance for doubtful accounts based on historical write-off experience and specific circumstances that make it likely that recovery will not occur. The Company reviews the allowance for doubtful accounts periodically and assesses the aging of account balances, with an emphasis on those that are past due over ninety days. Account balances are charged off against the allowance when the Company determines that it is probable the receivable will not be recovered. The Company considers the need to adjust historical information to reflect the extent to which the Company expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated. The primary current and future economic indicators that the Company uses to develop its current estimate of expected credit losses include the current and forecast U.S. Gross Domestic Product (GDP). The Company calculates the expected credit losses on a pool basis for those trade receivables that have similar risk characteristics. For those trade receivables that do not share similar risk characteristics, the allowance for doubtful accounts is |
Goodwill | The Company assesses recoverability of goodwill on an annual basis or when events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable, such as a decline in stock price and market capitalization. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of changes in the allowance for doubtful accounts and sales allowances | The following table summarizes the changes in the allowance for doubtful accounts and sales allowances (in thousands): Three Months Ended March 31, 2021 2020 Allowances, at beginning of period $ 7,147 $ 6,591 Charged as a reduction of revenue 1,279 2,398 Charged to bad debt expense in general and administrative expenses 232 2,225 Write-offs, net of recoveries (2,509) (3,327) Allowances, at end of period $ 6,149 $ 7,887 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table presents the detail of “Loss from discontinued operations, net of taxes” within the condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Revenues $ 4,609 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization presented separately below) 1,046 Sales and marketing 495 Technology and development 317 General and administrative 224 Depreciation and amortization 1,242 Goodwill impairment 1,923 Total costs and operating expenses 5,247 Loss from operations (638) Interest income 155 Loss from discontinued operations before income taxes (483) Benefit from income taxes (204) Loss from discontinued operations, net of taxes $ (279) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and December 31, 2020 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, 2021 At December 31, 2020 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 263,139 $ — $ — $ 263,139 $ 262,309 $ — $ — $ 262,309 Total assets $ 263,139 $ — $ — $ 263,139 $ 262,309 $ — $ — $ 262,309 Liabilities: Contingent consideration, current $ — $ — $ 2,490 $ 2,490 $ — $ — $ 2,459 $ 2,459 Total liabilities $ — $ — $ 2,490 $ 2,490 $ — $ — $ 2,459 $ 2,459 |
Schedule of changes in fair value of contingent consideration obligation | The following table summarizes the changes in the fair value of the contingent consideration obligation (in thousands): Three Months Ended March 31, 2021 2020 Fair value, beginning of period $ 2,459 $ 4,777 Additions and changes in fair value 31 75 Fair value, end of period $ 2,490 $ 4,852 |
Summary of significant unobservable inputs and valuation technique of level 3 financial liabilities | The following table summarizes the significant unobservable inputs and valuation technique in the fair value measurement of Level 3 financial liabilities used to measure the contingent consideration liability at March 31, 2021: Valuation Technique Unobservable Input Value Discounted cash flow Probability of achievement 100.0% Discount rate 4.9% |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Computer equipment, software, and internally developed software $ 69,083 $ 66,198 Furniture and fixtures 4,605 4,610 Leasehold improvements 15,727 15,727 89,415 86,535 Less: Accumulated depreciation (68,789) (65,114) Total property and equipment, net $ 20,626 $ 21,421 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of roll forward of severance liability | The following table presents a roll forward of the restructuring costs liability for the three months ended March 31, 2021 (in thousands): Restructuring Costs Liability Accrual at December 31, 2020 $ 381 Cash Payments — Accrual at March 31, 2021 $ 381 |
Stock-based Awards (Tables)
Stock-based Awards (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | A summary of the Company’s stock option activity for the three months ended March 31, 2021 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding at December 31, 2020 10,009,282 $ 9.58 5.1 Granted 768,354 5.04 Exercised (180,321) 3.14 Forfeited/expired (742,705) 7.97 Outstanding at March 31, 2021 9,854,610 $ 9.46 4.7 |
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, 2021: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2020 6,918,474 $ 4.63 Granted 1,655,016 5.35 Vested (793,015) 5.31 Forfeited (554,981) 4.46 Non-vested — March 31, 2021 7,225,494 $ 4.73 |
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 condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended 2021 2020 Cost of revenue $ 71 $ 313 Sales and marketing 2,959 2,161 Technology and development 1,188 1,225 General and administrative 2,167 2,215 Total stock-based compensation expense 6,385 5,914 Amount capitalized to internal software use 347 345 Total stock-based compensation cost $ 6,732 $ 6,259 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net loss per share | The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): Three Months Ended 2021 2020 Net loss $ (8,418) $ (10,669) Loss from continuing operations $ (8,418) $ (10,390) Loss from discontinued operations, net of taxes $ — $ (279) Weighted-average common shares outstanding, basic and diluted 98,581 107,024 Loss per share, basic and diluted Continuing operations $ (0.09) $ (0.10) Discontinued operations $ 0.00 $ 0.00 |
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 loss per share at March 31, 2021 and 2020 (in thousands): March 31, 2021 2020 Options to purchase common stock 9,855 12,052 Common stock warrants 510 1,459 Non-vested restricted stock unit awards 7,225 10,183 Total shares excluded from net loss per share 17,590 23,694 |
Revenue Information (Tables)
Revenue Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 2021 2020 Dealer revenue $ 62,057 $ 73,798 OEM incentives revenue 2,797 3,523 Other revenue 251 1,596 Total revenues $ 65,105 $ 78,917 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021Segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Accounting Policies - Summary o
Accounting Policies - Summary of Changes in Allowance for Doubtful Accounts and Sales Allowances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Allowances, at beginning of period | $ 7,147 | $ 6,591 |
Charged as a reduction of revenue | 1,279 | 2,398 |
Charged to bad debt expense in general and administrative expenses | 232 | 2,225 |
Write-offs, net of recoveries | (2,509) | (3,327) |
Allowances, at end of period | $ 6,149 | $ 7,887 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions | Nov. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Mar. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Contingent Consideration, Data License | $ 1.9 | |||
ALG Inc. [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued Operation, Ownership Interest Prior to Disposal | 100.00% | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 112.5 | $ 7.5 | ||
Disposal Group, Including Discontinued Operation, Contingent Consideration, Asset | $ 7.5 | |||
Disposal Group, Including Discontinued Operation, Consideration, Net Of Working Capital Adjustments And Transaction Costs | 111.5 | |||
Disposal Group, Including Discontinued Operation, Transaction Costs | $ 1.9 | |||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ 92.5 | |||
Subsequent Event | Forecast [Member] | ALG Inc. [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Contingent Consideration, Asset | $ 15 |
Discontinued Operations - Incom
Discontinued Operations - Income From Discontinued Operations, Net of Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss from discontinued operations, net of taxes | $ 0 | $ (279) |
ALG Inc. [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | 4,609 | |
Cost of revenue (exclusive of depreciation and amortization presented separately below) | 1,046 | |
Sales and marketing | 495 | |
Technology and development | 317 | |
General and administrative | 224 | |
Depreciation and amortization | 1,242 | |
Goodwill impairment | 1,923 | |
Total costs and operating expenses | 5,247 | |
Loss from operations | (638) | |
Interest income | 155 | |
Loss from discontinued operations before income taxes | (483) | |
Benefit from income taxes | (204) | |
Loss from discontinued operations, net of taxes | $ (279) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements | ||
Contingent consideration, current | $ 2,490 | $ 2,459 |
Total liabilities | 2,490 | 2,459 |
Level 1 | ||
Fair Value Measurements | ||
Cash equivalents | 263,139 | 262,309 |
Total assets | 263,139 | 262,309 |
Contingent consideration, current | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Fair Value Measurements | ||
Cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Contingent consideration, current | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Fair Value Measurements | ||
Cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Contingent consideration, current | 2,490 | 2,459 |
Total liabilities | 2,490 | 2,459 |
Total fair value | ||
Fair Value Measurements | ||
Cash equivalents | 263,139 | 262,309 |
Total assets | $ 263,139 | $ 262,309 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Fair Value of Contingent Consideration Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair value, beginning of period | $ 2,459 | $ 4,777 |
Additions and changes in fair value | 31 | 75 |
Fair value, end of period | $ 2,490 | $ 4,852 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Significant Unobservable Inputs and Valuation Technique of Level 3 Financial Liabilities (Details) - Discounted cash flow - Level 3 | Mar. 31, 2021 |
Probability of achievement | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability | 1 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability | 4.9 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Goodwill impairment | $ 0 | $ 8,264 |
Operating activities | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Goodwill impairment | 10,200 | |
Discontinued operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Goodwill impairment | $ 1,900 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property and Equipment, net | |||
Property and equipment, gross | $ 89,415 | $ 86,535 | |
Less: Accumulated depreciation | (68,789) | (65,114) | |
Total property and equipment, net | 20,626 | 21,421 | |
Property and equipment capitalized but not placed in service | 1,000 | 900 | |
Total depreciation and amortization expense | 4,312 | $ 5,029 | |
Property and Equipment | |||
Property and Equipment, net | |||
Total depreciation and amortization expense | 3,900 | 4,400 | |
Computer equipment, software, and internally developed software | |||
Property and Equipment, net | |||
Property and equipment, gross | 69,083 | 66,198 | |
Furniture and fixtures | |||
Property and Equipment, net | |||
Property and equipment, gross | 4,605 | 4,610 | |
Leasehold improvements | |||
Property and Equipment, net | |||
Property and equipment, gross | 15,727 | $ 15,727 | |
Internally developed software | |||
Property and Equipment, net | |||
Amortization | $ 3,200 | $ 3,100 |
Credit Facility (Details)
Credit Facility (Details) - USD ($) | 1 Months Ended | ||
Apr. 30, 2021 | Mar. 31, 2021 | Feb. 18, 2018 | |
Revolving line of credit | Third Amended Credit Facility | |||
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 | ||
Amount outstanding | $ 0 | ||
Remaining borrowing capacity | 32,200,000 | ||
Letters of credit outstanding, amount | $ 2,800,000 | ||
Revolving line of credit | Fourth Amended Credit Facility | Subsequent Event | |||
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 | 1.25 | ||
Revolving line of credit | Minimum | Fourth Amended Credit Facility | Subsequent Event | |||
Credit facility | |||
Unused facility fee (as a percent) | 0.00% | ||
Revolving line of credit | Maximum | Fourth Amended Credit Facility | Subsequent Event | |||
Credit facility | |||
Unused facility fee (as a percent) | 0.15% | ||
Revolving line of credit | Prime rate | Minimum | Fourth Amended Credit Facility | Subsequent Event | |||
Credit facility | |||
Variable rate basis spread (as a percent) | (0.25%) | ||
Revolving line of credit | Prime rate | Maximum | Fourth Amended Credit Facility | Subsequent Event | |||
Credit facility | |||
Variable rate basis spread (as a percent) | 0.25% | ||
Revolving line of credit | LIBOR | Minimum | Fourth Amended Credit Facility | Subsequent Event | |||
Credit facility | |||
Variable rate basis spread (as a percent) | 1.75% | ||
Revolving line of credit | LIBOR | Maximum | Fourth Amended Credit Facility | Subsequent Event | |||
Credit facility | |||
Variable rate basis spread (as a percent) | 2.25% | ||
Letters of credit | |||
Credit facility | |||
Maximum borrowing capacity | $ 10,000,000 | ||
Letters of credit | Subsequent Event | |||
Credit facility | |||
Maximum borrowing capacity | $ 10,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of roll forward of severance liability (Details) - Employee Severance $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 381 |
Cash Payments | 0 |
Ending balance | $ 381 |
Commitments and Contingencies_2
Commitments and Contingencies - Legal Proceedings (Details) $ in Thousands | Aug. 02, 2019USD ($) | Aug. 31, 2019action |
Loss Contingencies [Line Items] | ||
Number of stockholder derivative actions | action | 3 | |
Milbeck Federal Securities Litigation | ||
Loss Contingencies [Line Items] | ||
Agreement to settle | $ | $ 28,250 |
Commitments and Contingencies_3
Commitments and Contingencies - Employment Contracts (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Employment contracts | |
Restructuring Cost and Reserve [Line Items] | |
Maximum term of executive's annual base salary to determine severance obligations (in months) | 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, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Weighted-Average Remaining Contractual Life | |||
Stock-based compensation expense | $ 6,385 | $ 5,914 | |
Options | |||
Number of Options | |||
Outstanding at the beginning of period (in shares) | 10,009,282 | ||
Granted (in shares) | 768,354 | ||
Exercised (in shares) | (180,321) | ||
Canceled/forfeited (in shares) | (742,705) | ||
Outstanding at the end of the period (in shares) | 9,854,610 | 10,009,282 | |
Weighted-Average Exercise Price | |||
Outstanding at the beginning of period (in dollars per share) | $ 9.58 | ||
Granted (in dollars per share) | 5.04 | ||
Exercised (in dollars per share) | 3.14 | ||
Canceled/forfeited (in dollars per share) | 7.97 | ||
Outstanding at the end of the period (in dollars per share) | $ 9.46 | $ 9.58 | |
Weighted-Average Remaining Contractual Life | |||
Weighted average remaining contractual life (in years) | 4 years 8 months 12 days | 5 years 1 month 6 days | |
Remaining stock-based compensation expense for unvested awards | $ 6,700 | ||
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years) | 2 years 9 months 18 days | ||
Stock-based compensation expense | $ 1,600 | $ 1,600 |
Stock-based Awards (Details 2 -
Stock-based Awards (Details 2 - RSUs) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Weighted-Average Grant Date Fair Value | ||
Stock based compensation expense | $ 6,385 | $ 5,914 |
Non-vested restricted stock unit awards | ||
Number of Shares | ||
Non-vested at the beginning of period (in shares) | 6,918,474 | |
Granted (in shares) | 1,655,016 | |
Vested (in shares) | (793,015) | |
Canceled/forfeited (in shares) | (554,981) | |
Non-vested at the end of the period (in per share) | 7,225,494 | |
Weighted-Average Grant Date Fair Value | ||
Non-vested at the beginning of period (in dollars per share) | $ 4.63 | |
Granted (in dollars per share) | 5.35 | |
Vested (in dollars per share) | 5.31 | |
Canceled/forfeited (in dollars per share) | 4.46 | |
Non-vested at the end of the period (in dollars per share) | $ 4.73 | |
Remaining stock based compensation expense for non vested restricted stock units | $ 30,300 | |
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years) | 2 years 4 months 24 days | |
Stock based compensation expense | $ 4,800 | $ 4,300 |
Stock-based Awards (Details 3 -
Stock-based Awards (Details 3 - Stock comp by FSLI) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock-based Compensation Cost | ||
Stock-based compensation expense | $ 6,385 | $ 5,914 |
Amount capitalized to internal software use | (347) | (345) |
Total stock-based compensation cost | 6,732 | 6,259 |
Cost of revenue | ||
Stock-based Compensation Cost | ||
Stock-based compensation expense | 71 | 313 |
Sales and marketing | ||
Stock-based Compensation Cost | ||
Stock-based compensation expense | 2,959 | 2,161 |
Technology and development | ||
Stock-based Compensation Cost | ||
Stock-based compensation expense | 1,188 | 1,225 |
General and administrative | ||
Stock-based Compensation Cost | ||
Stock-based compensation expense | $ 2,167 | $ 2,215 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | $ 94 | $ (232) | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets | $ 3,200 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 15,200 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 500 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (8,418) | $ (10,669) |
Net loss from continuing operations | (8,418) | (10,390) |
Loss from discontinued operations, net of taxes | $ 0 | $ (279) |
Weighted average common shares outstanding, basic and diluted (in shares) | 98,581 | 107,024 |
Continuing operations (in dollars per share) | $ (0.09) | $ (0.10) |
Discontinuing operations (in dollars per share) | $ 0 | $ 0 |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive shares excluded from the calculation of diluted net loss per share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders | ||
Total shares excluded from net loss per share | 17,590 | 23,694 |
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 | 9,855 | 12,052 |
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 | 510 | 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 | 7,225 | 10,183 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - USD ($) shares in Millions | 3 Months Ended | |
Mar. 31, 2021 | Jul. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Authorized amount | $ 75,000,000 | |
Repurchased and retired (in shares) | 1.7 | |
Stock Repurchased and Retired During Period, Value | $ 7,800,000 | |
Remaining authorized amount | $ 25,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 8 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transactions | ||||
Revenue | $ 65,105,000 | $ 78,917,000 | ||
Revenue | 1,247,000 | |||
Contra revenue | 297,000 | |||
USAA | ||||
Related Party Transactions | ||||
Revenue | $ 20,000,000 | |||
USAA | ||||
Related Party Transactions | ||||
Revenue | 1,700,000 | |||
Amounts due to or from related party | $ 0 | $ 0 | ||
USAA | Sales and marketing | ||||
Related Party Transactions | ||||
Costs under related party agreements | 2,000,000 | |||
Accu-Trade | ||||
Related Party Transactions | ||||
Ownership percent | 20.00% | |||
Due to related parties | $ (1,000,000) | $ (900,000) | ||
Accu-Trade | Contra-revenue | ||||
Related Party Transactions | ||||
Contra revenue | 300,000 | 400,000 | ||
Accu-Trade | Cost of revenue | ||||
Related Party Transactions | ||||
Costs under related party agreements | $ 1,200,000 | $ 300,000 |
Revenue Information - Schedule
Revenue Information - Schedule of Revenue Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue Information | ||
Revenue | $ 65,105 | $ 78,917 |
Dealer revenue | ||
Revenue Information | ||
Revenue | 62,057 | 73,798 |
OEM incentives revenue | ||
Revenue Information | ||
Revenue | 2,797 | 3,523 |
Other revenue | ||
Revenue Information | ||
Revenue | $ 251 | $ 1,596 |
Revenue Information - Narrative
Revenue Information - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract asset reclassified to receivable | $ 2.3 | |
Contract asset | $ 2.3 | $ 2.3 |