TrueCar (TRUE) 10-K 24 Feb 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2021	Feb. 16, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
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
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TRUE
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 543,319,571
Entity Common Stock, Shares Outstanding		96,563,910
Documents Incorporated by Reference	Portions of the registrant’s Proxy Statement on Schedule 14A for the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. That Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K.
Entity Central Index Key	0001327318
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2021
Auditor Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Los Angeles, California
Auditor Firm ID	238

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 245,217	$ 273,314
Accounts receivable, net of allowances of $3,099 and $7,147 at December 31, 2021 and 2020, respectively	16,710	32,923
Prepaid expenses	6,145	5,800
Other current assets	1,866	12,901
Total current assets	269,938	324,938
Property and equipment, net	19,155	21,421
Operating lease right-of-use assets	23,605	29,192
Goodwill	51,205	51,205
Intangible assets, net	4,950	6,600
Equity method investment	14,500	19,905
Other assets	4,317	4,800
Total assets	387,670	458,061
Current liabilities
Accounts payable (includes related party payables of $1,128 and $913 at December 31, 2021 and 2020, respectively)	11,364	13,198
Accrued employee expenses	5,187	6,506
Operating lease liabilities, current	5,253	4,771
Accrued expenses and other current liabilities	9,677	18,402
Total current liabilities	31,481	42,877
Deferred tax liabilities	103	40
Operating lease liabilities, net of current portion	26,300	31,974
Other liabilities	0	388
Total liabilities	57,884	75,279
Commitments and contingencies
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at December 31, 2021 and 2020, respectively; no shares issued and outstanding at December 31, 2021 and 2020	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at December 31, 2021 and 2020, respectively; 96,213,243 and 99,690,942 shares issued and outstanding at December 31, 2021 and 2020, respectively	10	10
Additional paid-in capital	723,623	738,290
Accumulated deficit	(393,847)	(355,518)
Total stockholders’ equity	329,786	382,782
Total liabilities and stockholders’ equity	$ 387,670	$ 458,061

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 3,099	$ 7,147
Related party payables	$ 1,128	$ 913
Preferred stock, par value (in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	96,213,243	99,690,942
Common stock, shares outstanding	96,213,243	99,690,942

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenues	$ 231,698	$ 278,678	$ 335,046
Costs and operating expenses:
Cost of revenue	22,239	21,549	27,828
Sales and marketing	136,479	151,915	226,977
Technology and development	41,432	44,930	56,114
General and administrative	48,747	49,989	64,318
Depreciation and amortization	16,279	20,547	20,665
Goodwill impairment	0	8,264	0
Total costs and operating expenses	265,176	297,194	395,902
Loss from operations	(33,478)	(18,516)	(60,856)
Interest income	52	462	2,480
Other income	667	198	0
Loss from equity method investment	(5,404)	(1,989)	(1,280)
Loss from continuing operations before income taxes	(38,163)	(19,845)	(59,656)
Provision for (benefit from) income taxes	206	(6)	(1,321)
Loss from continuing operations	(38,369)	(19,839)	(58,335)
Income from discontinued operations, net of taxes	40	96,383	3,445
Net (loss) income	$ (38,329)	$ 76,544	$ (54,890)
(Loss) income per share, basic and diluted
Continuing operations (in dollars per share)	$ (0.39)	$ (0.19)	$ (0.55)
Discontinued operations (in dollars per share)	$ 0	$ 0.91	$ 0.03
Weighted average common shares outstanding, basic and diluted	97,352	106,315	105,805
Other comprehensive income (loss):
Comprehensive (loss) income	$ (38,329)	$ 76,544	$ (54,890)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	APIC	Accumulated Deficit	Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Dec. 31, 2018			104,337,508
Beginning balance at Dec. 31, 2018	$ 346,553	$ (3,690)	$ 10	$ 720,025	$ (373,482)	$ (3,690)
Increase (Decrease) in Stockholders' Equity
Net loss	(54,890)				(54,890)
Stock-based compensation	39,785			39,785
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)			2,528,322
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	(487)		$ 1	(488)
Ending balance (in shares) at Dec. 31, 2019			106,865,830
Ending balance at Dec. 31, 2019	327,271		$ 11	759,322	(432,062)
Increase (Decrease) in Stockholders' Equity
Net loss	76,544				76,544
Repurchase of common stock (in shares)			(9,282,485)
Repurchase of common stock	(42,335)		$ (1)	(42,334)
Stock-based compensation	25,456			25,456
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)			2,107,597
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	$ (4,154)			(4,154)
Ending balance (in shares) at Dec. 31, 2020	99,690,942		99,690,942
Ending balance at Dec. 31, 2020	$ 382,782		$ 10	738,290	(355,518)
Increase (Decrease) in Stockholders' Equity
Net loss	(38,329)				(38,329)
Repurchase of common stock (in shares)			(6,137,734)
Repurchase of common stock	(32,429)			(32,429)
Stock-based compensation	21,691			21,691
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)			2,660,035
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	$ (3,929)			(3,929)
Ending balance (in shares) at Dec. 31, 2021	96,213,243		96,213,243
Ending balance at Dec. 31, 2021	$ 329,786		$ 10	$ 723,623	$ (393,847)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net (loss) income	$ (38,329)	$ 76,544	$ (54,890)
Income from discontinued operations, net of taxes	40	96,383	3,445
Loss from continuing operations	(38,369)	(19,839)	(58,335)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	16,279	20,372	20,695
Goodwill impairment	0	8,264	0
Deferred income taxes	63	(743)	215
Bad debt expense and other reserves	528	2,984	1,432
Stock-based compensation	20,395	23,077	36,462
Additions and changes in fair value	41	182	300
Amortization of lease right-of-use assets	4,295	5,408	5,946
Loss from equity method investment	5,404	1,989	1,280
Impairment of right-of-use assets and write-off and net loss on disposal of finite-lived assets	1,682	2,436	1,109
Other noncash expenses	408	0	0
Changes in operating assets and liabilities:
Accounts receivable	15,685	2,332	3,989
Prepaid expenses and other assets	2,733	1,297	(103)
Accounts payable	(1,806)	(8,221)	(4,922)
Accrued employee expenses	(1,754)	357	1,494
Operating lease liabilities	(5,192)	(6,257)	(6,846)
Accrued expenses and other current liabilities	(5,630)	(4,128)	10,504
Other liabilities	(388)	388	(397)
Net cash provided by operating activities - continuing operations	14,374	29,898	12,823
Net cash (used in) provided by operating activities - discontinued operations	(180)	9,219	7,521
Net cash provided by operating activities	14,194	39,117	20,344
Cash flows from investing activities
Purchase of property and equipment	(10,689)	(10,277)	(10,181)
Cash paid for equity method investment	0	0	(23,174)
Net cash used in investing activities - continuing operations	(10,689)	(10,277)	(33,355)
Net cash provided by (used in) investing activities - discontinued operations	6,484	112,178	(1,103)
Net cash (used in) provided by investing activities	(4,205)	101,901	(34,458)
Cash flows from financing activities
Payment of contingent consideration liability	(2,214)	(2,263)	0
Proceeds from exercise of common stock options	1,391	97	2,859
Taxes paid related to net share settlement of equity awards	(5,320)	(4,251)	(3,339)
Payments for the repurchase of common stock	(31,943)	(42,821)	0
Net cash used in financing activities	(38,086)	(49,238)	(480)
Net (decrease) increase in cash and cash equivalents	(28,097)	91,780	(14,594)
Cash and cash equivalents at beginning of year	273,314	181,534	196,128
Cash and cash equivalents at end of year	245,217	273,314	181,534
Supplemental disclosure of cash flow information
Income taxes	1,554	43	26
Supplemental disclosures of non-cash activities
Stock-based compensation capitalized for software development	1,296	1,322	1,670
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	1,239	643	363
Capitalized asset retirement costs included in property and equipment	$ 0	$ 498	$ 0

Organization and Nature of Busi

Organization and Nature of Business	12 Months Ended
	Dec. 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 date of disposition) 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. ALG provided 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 obtained 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. On November 30, 2020, the Company completed the sale of its 100% interest in ALG to J.D. Power, a Delaware corporation (“J.D. Power”). Refer to Note 4 for further discussion of this divestiture.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company is reporting the historical results of the divested ALG subsidiary, including the results of operations, cash flows, and related assets and liabilities, as discontinued operations for all periods presented herein. Unless otherwise noted, the accompanying notes to the consolidated financial statements have all been revised to reflect continuing operations only. Principles of Consolidation The accompanying consolidated financial statements include the accounts of TrueCar and its wholly owned subsidiaries. Business acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. The Company’s purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. Divestitures are included in the Company’s consolidated financial 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 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 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 hiring of the Company’s Chief Financial Officer on January 27, 2021 and through December 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 5). 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 RHAS 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, RHAS, 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. The Company recognizes its proportional share of the income or loss from the equity method investment on a one-quarter lag due to the timing and availability of financial information from Accu-Trade. Included in the initial carrying value of $22.9 million, which represents the fair value on the transaction date, was a basis difference of $22.9 million related to the difference between the cost of the investment and the Company’s proportionate share of the net assets of Accu-Trade. The carrying value of the equity method investment is primarily adjusted for the Company’s share in the income and losses of Accu-Trade and amortization of the basis difference. The Company amortizes its basis difference between the estimated fair value and the underlying book value of Accu-Trade’s technology and guarantor relationship over their respective useful lives using the straight-line method. These intangible assets are amortized over a weighted-average useful life of approximately 5 years measured at the transaction date. The Company assesses the carrying value of its investment in Accu-Trade for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred. When indicators exist, the fair value is estimated and compared to the investment carrying value. If any impairment is judgmentally determined to be other than temporary, the carrying value of the investment is written down to fair value. On February 2, 2022, the Company entered into a redemption agreement with Accu-Trade to redeem the Company’s 20% ownership interest in Accu-Trade. See Note 16 for further details. As a result of the events and circumstances leading up to the Company’s entry into the redemption agreement with Accu-Trade, the Company concluded that the investment in Accu-Trade was impaired and recorded a $4.1 million impairment charge in its equity method investment for the year ended December 31, 2021, which is included within loss from equity method investment on the accompanying consolidated statements of comprehensive income (loss). Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities or funds. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Fair Value Methods Fair value is based on quoted market prices, if available. If listed prices or quotes are not available, fair value is based on internally-developed models that primarily use market-based or independently sourced market parameters as inputs. For assets and liabilities measured at fair value, the following section describes the valuation methodologies, key inputs, and significant assumptions. Cash equivalents, consisting primarily of money market instruments and debt securities, represent highly liquid investments with maturities of three months or less at purchase. Generally, market prices are used to determine the fair value of money market instruments and debt securities. The carrying amounts of cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these items. Certain assets, including the equity method investment, right-of-use assets, property and equipment, goodwill, and intangible assets are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. For the year ended December 31, 2021, the Company recorded an ROU asset impairment charge of $1.7 million, related to an operating lease. See Note 3 for additional information. For the year ended December 31, 2021, the Company recorded an impairment charge of $4.1 million, related to its equity method investment in Accu-Trade. For the year ended December 31, 2020, the Company recognized a goodwill impairment charge of $10.2 million, of which $1.9 million was included in discontinued operations. See below for further information on goodwill. For the year ended December 31, 2020, the Company recorded an ROU asset impairment charge of $2.1 million related to another operating lease. For the year ended December 31, 2019, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. The Company recorded a contingent consideration liability upon the acquisition of DealerScience in 2018. Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair-value hierarchy. The valuation of contingent consideration uses assumptions the Company believes a market participant would make. The Company assesses these estimates on an ongoing basis as it obtains additional data impacting the assumptions. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the consolidated statements of comprehensive income (loss). The Company determined the fair value of the contingent consideration using the probability-adjusted discounted cash flow method. Because the DealerScience purchase agreement makes payment of the contingent consideration contingent on achievement of certain revenue milestones, the significant unobservable inputs used in the fair value measurement of contingent consideration are the probabilities of achieving those milestones and discount rates. Significant increases or decreases in the probabilities of achieving the milestones would result in a significantly higher or lower fair value measurement, respectively. The following table summarizes the Company’s assets and liabilities at fair value on a recurring basis at December 31, 2021 and 2020 by level within the fair-value hierarchy. These assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At December 31, 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 $ 234,763 $ — $ — $ 234,763 $ 262,309 $ — $ — $ 262,309 Total Assets $ 234,763 $ — $ — $ 234,763 $ 262,309 $ — $ — $ 262,309 Liabilities: Contingent consideration, current $ — $ — $ — $ — $ — $ — $ 2,459 $ 2,459 Contingent consideration, non-current — — — — — — — — Total Liabilities $ — $ — $ — $ — $ — $ — $ 2,459 $ 2,459 Contingent Consideration Obligations The following table summarizes the changes in the fair value of the contingent consideration obligation (in thousands): Year Ended December 31, 2021 2020 Fair value, at beginning of year $ 2,459 $ 4,777 Cash payments (2,500) (2,500) Additions and changes in fair value 41 182 Fair value, at end of year $ — $ 2,459 Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and accounts receivable. The Company, at times, maintains cash balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. The Company places its cash and cash equivalents with high credit quality financial institutions. Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts based on these evaluations. No single customer comprised more than 10% of the Company’s total revenues for the years ended December 31, 2021, 2020 and 2019. At December 31, 2021, no single customer comprised more than 10% of the Company’s accounts receivable balance. At December 31, 2020, one customer accounted for approximately 10% of the Company’s accounts receivable balance. The Company’s largest source of unit sales and one of the largest sources of visitors from affinity group marketing partners in 2020 and 2019 came from its relationship with United Services Automobile Association (“USAA”), a related party until its partnership with the Company terminated on September 30, 2020. See Note 15 for further details. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents. At December 31, 2021 and 2020, cash and cash equivalents were comprised of cash held in money market funds and checking accounts. Accounts Receivable, Allowance for Doubtful Accounts, and Sales Allowances The Company extends credit in the normal course of business to its customers and performs credit evaluations on a case-by-case basis. The Company does not obtain collateral or other security related to its accounts receivable. Accounts receivable are recorded based on the amount due from the customer and do not bear interest. The Company reduces accounts receivable for sales allowances and its allowance for doubtful accounts. For contract assets, the Company records the assets net of sales allowances and an allowance for doubtful accounts, which are estimated in the same manner as for accounts receivable balances. The Company establishes sales allowances at the time of revenue recognition based on its history of adjustments and credits provided to its network of dealers. Sales allowances relate primarily to credits issued where a dealer claims that an introduction was previously identified by the dealer from a source other than the Company. While the dealer is contractually obligated to pay the invoice, the Company may issue a credit against the invoice to maintain overall dealer relations. In assessing the adequacy of its sales allowances, the Company evaluates its history of adjustments and credits made through the date of the issuance of the financial statements. Estimated sales adjustments and credits and ultimate losses may vary from actual results which could be material to the financial statements; however, to date, actual sales allowances have been materially consistent with the Company’s estimates. On January 1, 2020, the Company adopted the new accounting guidance on measuring credit losses on its trade accounts receivable using the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses. Under the new credit loss model, lifetime expected credit losses are measured and recognized at each reporting date based on historical, current and forecast information. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Under the new guidance, 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 Company reviews the allowance for doubtful accounts each reporting period and assesses the aging of account balances, with an emphasis on those that are past due over ninety days. Account balances are charged off against the allowance when the Company determines that it is probable the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers. The following table summarizes the changes in the allowance for doubtful accounts and sales allowances (in thousands): Year Ended December 31, 2021 2020 2019 Allowances, at beginning of year $ 7,147 $ 6,591 $ 3,342 Charged as a reduction of revenue 4,205 8,365 11,566 Charged to bad debt expense in general and administrative expenses 528 2,984 1,432 Write-offs, net of recoveries (8,781) (10,793) (9,749) Allowances, at end of year $ 3,099 $ 7,147 $ 6,591 Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer hardware and software, five years for furniture and equipment, and over the shorter of the lease term or the useful life of the assets for leasehold improvements. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations. Leases 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. 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 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. See Note 3 for additional information. Software and Website Development Costs The Company accounts for the costs of computer software obtained or developed for internal use in accordance with FASB ASC 350, Intangibles — Goodwill and Other . Computer software development costs and website development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include certain employee related expenses, including salaries, bonuses, benefits and stock-based compensation expenses; costs of computer hardware and software; and costs incurred in developing features and functionality. These capitalized costs are included in property and equipment on the consolidated balance sheets. The Company expenses costs incurred in the preliminary project and post-implementation stages of software development and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing internal use software applications. Software costs are amortized using the straight-line method over an estimated useful life of three years commencing when the software project is ready for its intended use. Costs incurred related to less significant modifications and enhancements as well as maintenance are expensed as incurred. At December 31, 2021 and 2020, capitalized software costs were $67.9 million and $56.2 million, respectively, before accumulated amortization of $50.6 million and $38.5 million, respectively. Expected amortization expense with respect to capitalized software costs at December 31, 2021 for each of the years through December 31, 2024 is as follows (in thousands): Years ended December 31, 2022 $ 9,474 2023 5,735 2024 2,106 Total amortization expense $ 17,315 Intangible Assets Acquired in Business Combinations The Company values assets acquired and liabilities assumed on each acquisition accounted for as a business combination, and allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on its best estimate of fair value. Acquired intangible assets include: trade names, customer relationships, and developed technology. The Company determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for trade names, customer relationships, and technology are generally, one two three Long-Lived Assets The Company evaluates the recoverability of its long-lived assets, including its ROU assets, with finite useful lives for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously-estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based upon estimated discounted future cash flows. During the years ended December 31, 2021 and 2020, the Company recorded ROU asset impairment charges of $1.7 million and $2.1 million, respectively, related to certain operating leases. See Note 3 for additional information. During the year December 31, 2019, there were no impairment charges recorded on the Company’s long-lived assets. Goodwill Goodwill represents the excess of the aggregate purchase price paid over the fair value of the identifiable assets and liabilities acquired in the Company’s business combinations. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in circumstances that could trigger an impairment review include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of use of the acquired assets or the Company’s overall business strategy, significant negative industry or economic trends, significant underperformance relative to expected historical or projected future results of operations, or a decline in the Company’s stock price and market capitalization. The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or to perform the quantitative impairment test. The quantitative test involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than book value, an impairment loss is recognized in an amount equal to the excess. The Company assesses recoverability of goodwill on an annual basis at December 31 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. During the first quarter of 2020, as a result of the recent 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 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 analysis. Given the high degree of market volatility and lack of reliable market data as of March 31, 2020, the Company determined that the 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 revenue growth rates, workforce cost savings, long-term growth rates and the discount rate. The Company bases cash flow projections on management’s estimates of revenue growth rates and operating margins, taking into consideration market conditions. The discount rate is based on the weighted-average cost of capital, which represents the average rate a business must pay its providers of debt and equity, plus a risk premium. 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. At December 31, 2021 and 2020, the Company estimated the fair value of its single reporting unit using a market approach, which is based on the market capitalization by using its share price in the NASDAQ Global Market and an appropriate control premium. As the Company’s market capitalization plus an estimated control premium were higher than the net book value of its reporting unit, it concluded that goodwill was not impaired as of December 31, 2021 and 2020. While the Company believes it has made reasonable estimates and assumptions to estimate the control premium of its reporting unit, it is possible that a material change could occur. If actual results are not consistent with the Company’s estimates and assumptions, or if the Company’s share price decreases, the fair value of the Company’s reporting unit may decrease to below its net carrying value, which could result in impairment of the Company’s goodwill. Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the performance obligation or obligations are satisfied. Dealer Revenue Dealer revenue is comprised of Auto Buying Program revenue as well as revenue from TrueCar Trade and DealerScience. Auto Buying Program revenues include fees paid by customers participating in the Company’s dealer network with which the Company has an agreement (“TrueCar Certified Dealers” or “Dealers”). TrueCar Certified Dealers pay the Company fees in one of three ways: on a per-vehicle basis for sales to Auto Buying Program users, on a per-introduction basis for sales to Auto Buying Program users, or under a subscription arrangement. Additionally, certain Dealers pay an incremental subscription fee for add-on products within our Auto Buying Program. Contracts are cancellable by the Dealer or the Company at any time. The Company does not provide significant Dealer financing terms. The Company’s performance obligation to TrueCar Certified Dealers is the same for all payment types for our Auto Buying Program revenues: to provide Dealers with introductions to in-market consumers through the use of the TrueCar platform, so that those Dealers have the opportunity to sell vehicles to those consumers. Control transfers to Dealers upon delivery of introductions, which is the point at which the Company recognizes revenue. When a user decides to proceed with a vehicle purchase through the Company, the user provides his or her name, address, email, and phone number during the process of obtaining price offers on actual vehicle inventory, which gives the Company the identity and source of a TrueCar introduction provided to a specific Dealer before an actual sale occurs. After a sale occurs, the Company receives information regarding the sale, including the identity of the purchaser, through the Dealer Management System used by the Dealer that made the sale. The Company also receives information regarding vehicle sales from a variety of other data sources, including third-party car sales aggregators, car dealer networks, and other publicly available sources (collectively, “sales data”) and uses this sales data to further verify that a sale has occur

Leases

Leases	12 Months Ended
	Dec. 31, 2021
Leases [Abstract]
Leases	LeasesOn 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. 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. Lease Costs For the years ended December 31, 2021, 2020, and 2019, the Company recorded operating lease costs of corporate offices, excluding subleases, that were included in the consolidated statements of comprehensive income (loss) as follows (in thousands): Operating lease costs recorded within: Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Cost of revenue $ 62 $ 489 $ 740 Sales and marketing 1,356 1,680 1,741 Technology and development 2,082 2,420 2,462 General and administrative 2,793 2,887 3,597 Total operating lease costs $ 6,293 $ 7,476 $ 8,540 The Company did not include short term or variable lease costs in the table above as these amounts were immaterial. The Company made cash payments of $7.2 million, $8.3 million and $9.4 million for the years ended December 31, 2021, 2020, and 2019, respectively, all of which were included in cash flows from operating activities within the consolidated statements of cash flows. The Company’s operating leases have a weighted average remaining lease term of 5.4 years and weighted average discount rate of 5.8%. For its subleases, the Company recorded contra rent expense of $1.1 million, $1.2 million and $2.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company recognized ROU asset group impairment charges of $1.7 million and $2.1 million for the years ended December 31, 2021 and 2020, respectively, reducing the carrying value of the related lease assets to its estimated fair value. Fair value was estimated using an income approach based on management’s forecast of future cash flows expected to be derived based on current sublease market rent. The impairment charge is included in general and administrative expenses in the consolidated statements of comprehensive income (loss). The existing operating leases have remaining lease terms ranging from 3.0 to 8.1 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. 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 December 31, 2021 are as follows (in thousands): Years ended December 31, 2022 $ 6,799 2023 7,628 2024 7,860 2025 6,083 2026 2,820 Thereafter 5,799 Total lease payments $ 36,989 Less: imputed interest (5,436) Total lease liabilities (discounted) $ 31,553 Year ended December 31, Sublease Income 2022 $ 1,553 2023 1,864 2024 1,932 2025 1,540 2026 652 Thereafter 56 Total sublease income $ 7,597

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 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 transactions 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 of $1.9 million in other current assets and other assets in the accompanying 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. The Divestiture resulted in a pre-tax gain of $92.5 million for the year ended December 31, 2020. 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. During the first quarter of 2021, the Company received a cash payment of $7.5 million related to the first earnout and is reflected within investing activities of discontinued operations on the accompanying consolidated statements of cash flows. During the third quarter of 2021, the Company finalized its net working capital adjustments associated with the Divestiture. The resolution resulted in additional gain on sale of $0.2 million offset by additional administrative costs of $0.2 million for the year ended December 31, 2021. 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 Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Cash Flows for all periods presented. The following table presents the detail of “Income from discontinued operations, net of taxes” within the Statements of Comprehensive Income (Loss) (in thousands): Year Ended 2021 2020 2019 Revenues $ — $ 17,361 $ 18,834 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization presented separately below) — 4,286 5,599 Sales and marketing — 1,625 2,365 Technology and development — 1,188 1,074 General and administrative 180 971 830 Depreciation and amortization — 2,910 4,926 Goodwill impairment — 1,923 — Total costs and operating expenses 180 12,903 14,794 Income from operations (180) 4,458 4,040 Gain on sale 220 92,528 — Interest income — 171 1,015 Income from discontinued operations before income taxes 40 97,157 5,055 Provision for income taxes — 774 1,610 Income from discontinued operations, net of taxes $ 40 $ 96,383 $ 3,445

Revenue Information

Revenue Information	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue Information and Deferred Sales Commissions	Revenue Information and Deferred Sales Commissions Deferred Sales Commissions Deferred sales commissions within other assets were $1.8 million and $2.4 million as of December 31, 2021 and 2020, respectively. For the years ended December 31, 2021, 2020 and 2019, amortization expense for deferred sales commissions was $1.6 million, $1.8 million and $2.1 million, respectively. There was no impairment loss in relation to the costs capitalized in any period. 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 $2.3 million and $2.8 million at January 1, 2021 and 2020, respectively, were transferred to accounts receivable during the years ended December 31, 2021 and 2020 as vehicle sales occurred, with no significant changes in the estimate. A contract asset of $0.9 million and $2.3 million was recorded as of December 31, 2021 and 2020, respectively, for leads delivered where consideration to be received was still conditional upon subsequent vehicle sales. Disaggregation of Revenue The Company disaggregates revenue into three revenue streams: dealer revenue, OEM incentives revenue, and other revenue. Prior to adoption of the new revenue standard, dealer revenue and OEM incentives revenue had been disclosed together as “transaction revenue.” The following table presents the Company’s revenue categories during the periods presented (in thousands): Year Ended December 31, 2021 2020 2019 Dealer revenue $ 222,000 $ 252,928 $ 317,965 OEM incentives revenue 8,676 16,833 16,569 Other revenue 1,022 8,917 512 Total revenues $ 231,698 $ 278,678 $ 335,046

Property and Equipment, net

Property and Equipment, net	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment consisted of the following at December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Computer equipment, software, and internally developed software $ 77,237 $ 66,198 Furniture and fixtures 3,794 4,610 Leasehold improvements 15,664 15,727 96,695 86,535 Less: Accumulated depreciation (77,540) (65,114) Total property and equipment, net $ 19,155 $ 21,421 Included in the table above are property and equipment of $1.3 million and $0.9 million as of December 31, 2021 and 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 $14.6 million, $18.1 million, and $18.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. Amortization of internal use capitalized software development costs was $12.2 million, $13.1 million, and $12.9 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2021
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible Assets	Intangible Assets Intangible assets consisted of the following at December 31, 2021 and 2020 (in thousands): At December 31, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 11,390 $ (6,440) $ 4,950 Customer relationships 1,300 (1,300) — Total $ 12,690 $ (7,740) $ 4,950 At December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 11,390 $ (4,790) $ 6,600 Customer relationships 2,800 (2,800) — Total $ 14,190 $ (7,590) $ 6,600 Amortization expense by asset type for the years ended December 31, 2021, 2020, and 2019 is shown below (in thousands): Year Ended December 31, 2021 2020 2019 Acquired technology and domain name $ 1,650 $ 1,650 $ 1,654 Customer relationships — 750 750 Total amortization $ 1,650 $ 2,400 $ 2,404 Expected amortization expense with respect to intangible assets at December 31, 2021 is as follows (in thousands): Years ended December 31, 2022 $ 1,650 2023 1,650 2024 1,650 Total amortization expense $ 4,950

Credit Facility

Credit Facility	12 Months Ended
	Dec. 31, 2021
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 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 did 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. In April 2021, the Company entered into a fourth amendment to the Credit Facility to extend the maturity date to April 12, 2024 that did not alter the borrowing amounts, interest rates, or required ratios. The Credit Facility provided a $10.0 million subfacility for the issuance of letters of credit and contained an increase option permitting the Company, subject to the lender’s consent, to increase the revolving credit facility by up to $15.0 million, to an aggregate maximum of $50 million. The Credit Facility bears interest, at the Company’s option, at either (i) the prime rate published by The Wall Street Journal, plus a spread of -0.25% to 0.25%, 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, as defined in the Credit Facility, for LIBOR rate loans. The Company is also obligated to pay an unused revolving line facility fee of 0.0% to 0.15% 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. At December 31, 2021 and 2020, 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.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Reorganization and Executive Departures 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 Company recorded restructuring costs of approximately $8.3 million in the second quarter of 2020 in connection with the Restructuring Plan. Of the total, the Company recorded $0.6 million in cost of revenue, $5.3 million in sales and marketing, $1.6 million in technology and development and $0.8 million in general and administrative expenses within the Company’s consolidated statements of comprehensive income (loss) during the year ended December 31, 2020. Included in discontinued operations are restructuring costs of $0.2 million for the year ended December 31, 2020. The majority of the restructuring costs liability was paid during the year ended December 31, 2020 with the remaining accrual reversed in 2021 upon the expiration of the unexercised health benefits. The Company does not expect to incur significant additional charges in future periods related to the Restructuring Plan. 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 $3.0 million in the first quarter of 2019 in connection with the Reorganization Plan. Of the total, the Company recorded $0.3 million in cost of revenue, $1.0 million in sales and marketing, $1.6 million in technology and development and $0.1 million in general and administrative expenses within the Company’s consolidated statements of comprehensive income (loss) during the year ended December 31, 2019. Included in discontinued operations are restructuring costs of $0.3 million for the year ended December 31, 2020. In the second quarter of 2019, the Company incurred severance costs totaling $4.6 million associated with the separations of executive-level employees, including its former chief executive officer. Of the total, the Company recorded $0.4 million in sales and marketing, $0.9 million in technology and development and $3.3 million in general and administrative expenses in the Company’s consolidated statements of comprehensive income (loss) during the year ended December 31, 2019. The following table presents a roll forward of the restructuring costs liability for the years ended December 31, 2021 and 2020 (in thousands): Restructuring Costs Liability Accrual at December 31, 2019 28 Expense (Continuing and Discontinued Operations) 8,514 Cash Payments (8,161) Accrual at December 31, 2020 $ 381 Reversal of accrual (381) Accrual at December 31, 2021 $ — 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 On March 30, 2018, Leon Milbeck filed a putative securities class action 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 the Company’s 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 our 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 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 the lead plaintiff’s motion for class certification. 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. On October 15, 2019, the court granted preliminary approval of the proposed settlement, and on January 27, 2020, the court issued a minute order granting final approval to the settlement. The court entered the final judgment and order of dismissal on May 26, 2020. As a result, the Milbeck Federal Securities Litigation is 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. In October 2021, following the aforementioned investigation, the Board adopted the Special Committee’s recommendation that the Board refuse the demands in their entirety and conclude that no further action is necessary. The Company has not recorded an accrual related to this matter as of December 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 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. Following the Board’s action on the Special Committee’s recommendation, which is described in greater details above, the stay on the Lee Derivative Litigation remains in effect, and we expect to move to dismiss the case if the plaintiff does not agree to do so voluntarily. 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 December 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. On June 25, 2021, the parties entered into a settlement agreement pursuant to which the parties agreed to dismiss the Trademark Litigation in exchange for the Company agreeing not to use Six Star’s “BUY SMART BE HAPPY” trademark and to only use its own trademark in conjunction with the word “TrueCar.” The settlement agreement did not provide for either party to pay the other any amounts. On June 28, 2021, the court dismissed the Trademark Litigation pursuant to the settlement agreement. As a result, the Trademark Litigation is currently resolved. 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. While the Company’s future obligations under certain of these agreements may contain limitations on liability for indemnification, other agreements do not contain such limitations and under such agreements it is not possible to predict the maximum potential amount of future payments due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under such indemnities have not had a material effect on the Company’s business, financial condition, results of operations or cash flows. Additionally, the Company does not believe that any amounts that it may be required to pay under these indemnities in the future will be material to the Company’s business, financial position, results of operations, or cash flows. Purchase Obligations At December 31, 2021, the Company had the following purchase obligations (in thousands): Total Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Purchase obligations $ 11,050 $ 7,785 $ 2,963 $ 302 $ — Purchase obligations include long-term agreements to purchase data information, software-related licenses, and support services, and other obligations that are enforceable and legally binding as of December 31, 2021. Purchase obligations exclude agreements that are cancellable without penalty.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Share Repurchase Program In July 2020, the Company’s board of directors authorized an open market stock repurchase program (the “Program”) of up to $75 million to allow for the repurchase of shares of the Company’s common stock through September 30, 2022. In May 2021, the Company’s board of directors increased the authorization of the Program by an additional $75 million, bringing the total authorization to $150 million. The timing and amount of any repurchases will be determined by Company management based on its evaluation of market conditions and other factors. Repurchases of the Company’s common stock may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws, open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws. The Program may be suspended or discontinued at any time and does not obligate the Company to purchase any minimum number of shares. During the year ended December 31, 2021 and 2020, the Company repurchased and retired a total of 6.1 million and 9.3 million shares under the Program for $32.3 million and $42.2 million respectively. As of December 31, 2021, the Company had a remaining authorization of $75.5 million for future share repurchases. Warrant Issued to USAA In May 2014, the Company extended our affinity group marketing agreement with USAA, the largest affinity partner and a significant stockholder of the Company. As part of the agreement, on May 1, 2014, the Company issued to USAA a warrant to purchase 1,458,979 shares of the Company’s common stock, which will be exercisable in two tranches. The first tranche of 392,313 shares has an exercise price of $7.95 per share and the second tranche of 1,066,666 shares has an exercise price of $15.00 per share. The warrant becomes exercisable based on the achievement of performance milestones based on the level of vehicle sales of USAA members through the Company’s auto buying platforms. The warrant terminates on the earlier of (i) the eighth anniversary of the date of issuance, (ii) the first anniversary of the termination of the USAA car-buying program, or (iii) the date on which the Company no longer operates the USAA car-buying program. As a result of the termination of the USAA car-buying program on September 30, 2020, the warrant expired on September 30, 2021. For the years ended December 31, 2021, 2020, and 2019, there was no warrant expense recognized. Reserve for Unissued Shares of Common Stock The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient for the exercise of all outstanding warrants, plus shares granted and available for grant under the Company’s equity incentive plans. The number of shares of the Company’s common stock reserved for these purposes at December 31, 2021 is as follows: Number of Shares Outstanding stock options 6,078,180 Outstanding restricted stock units 7,536,114 Additional shares available for grant under the equity plans 18,391,638 Total 32,005,932

Stock-based Awards

Stock-based Awards	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Stock-based Awards	Stock-based Awards The Company has four equity incentive plans: the Amended and Restated 2005 Stock Plan (the “2005 Plan”), the 2008 Stock Plan (the “2008 Plan”), the 2014 Equity Incentive Plan (the “2014 Plan”), and the 2015 Inducement Equity Incentive Plan (the “Inducement Plan”). In connection with the Company’s initial public offering in May 2014 (the “IPO”), the 2005 Plan and the 2008 Plan were terminated. Upon the IPO, the shares reserved for issuance under the 2014 Plan include (i) shares that have been reserved but not issued pursuant to any awards granted under the 2005 Plan, plus (ii) shares subject to stock options or similar awards granted under the 2005 Plan or the 2008 Plan that, after the registration date, expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2005 Plan or the 2008 Plan are forfeited or repurchased by the Company. In addition, the shares available for issuance under the 2014 Plan include an annual increase on January 1 of each year equal to the least of: (x) 10,000,000 shares; (y) 5% of the total outstanding shares of TrueCar common stock as of the last day of the previous fiscal year; or (z) such other amount as determined by the Company’s Board of Directors. As of December 31, 2021, the total number of shares available for future issuance under the 2014 Plan was 16,551,638 shares. In accordance with the evergreen provision, effective January 1, 2022, an additional 4,810,662 shares of common stock were authorized to be issued under the 2014 Plan. Under the Inducement Plan, there were 1,840,000 shares of common stock reserved for the issuance of nonqualified stock options. In December 2015, in conjunction with the hiring of the Company’s then president and CEO, the Company granted a stock option to purchase 1,840,000 shares of the Company’s common stock under the Inducement Plan, which expired unexercised in 2021. As of December 31, 2021, the total number of shares available for future issuance under the Inducement Plan was 1,840,000 shares. In February 2022, the Inducement Plan was terminated. Under the 2014 Plan, the Company has the ability to issue incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares. The exercise price of stock options granted under the 2014 Plan must at least equal the fair market value of the Company’s common stock on the date of grant. Stock options granted generally vest monthly over a four year period and expire ten years from the date of grant. Restricted stock units generally vest quarterly over a four Stock Options A summary of the Company’s stock option activity for the year ended December 31, 2021 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (1) (in years) (in millions) Outstanding at December 31, 2020 10,009,282 $ 9.58 5.1 Granted 925,862 4.74 Exercised (404,571) 3.44 Forfeited/expired (4,452,393) 9.59 Outstanding at December 31, 2021 6,078,180 $ 9.24 6.2 $ 0.8 Vested and expected to vest at December 31, 2021 6,078,180 $ 9.24 6.2 $ 0.8 Exercisable at December 31, 2021 4,296,424 $ 11.23 5.2 $ 0.3 (1) The aggregate intrinsic value represents the excess of the closing price of the Company’s common stock of $3.40 on December 31, 2021 over the exercise price of in-the-money stock option awards. At December 31, 2021, total remaining stock-based compensation expense for unvested option awards was $4.4 million, which is expected to be recognized over a weighted-average period of 2.6 years. The weighted-average grant-date fair value per share of options granted for the years ended December 31, 2021, 2020, and 2019 was $2.78, $1.88, and $3.97, respectively. The Company recorded stock-based compensation expense for stock option awards of $3.7 million, $5.5 million, and $13.3 million, for the years ended December 31, 2021, 2020, and 2019, respectively. The total intrinsic value of options exercised in 2021, 2020, and 2019 was $0.7 million, $0.1 million, and $0.5 million, respectively. Restricted Stock Units A summary of the Company’s restricted stock unit (“RSU”) activity for the year ended December 31, 2021 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Non-vested — December 31, 2020 6,918,474 $ 4.63 Granted 6,173,367 4.64 Vested (3,397,105) 4.74 Forfeited (2,158,622) 4.57 Non-vested — December 31, 2021 7,536,114 $ 4.60 The total fair market value of RSUs that vested for the years ended December 31, 2021, 2020, and 2019 was $15.8 million, $11.6 million, and $16.0 million, respectively. The weighted-average grant-date fair value of RSUs granted for the years ended December 31, 2021, 2020, and 2019 was $4.64, $3.08, and $6.36, respectively. For the years ended December 31, 2021, 2020, and 2019, the Company recorded $16.7 million, $17.6 million, and $23.2 million in compensation expense, respectively. At December 31, 2021, total remaining stock-based compensation expense for non-vested RSUs is $29.8 million, which is expected to be recognized over a weighted-average period of 2.7 years. Valuation Assumptions and Stock-based Compensation Cost The fair value of stock options granted to employees is estimated on the grant date using the Black-Scholes option-pricing model. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term, the volatility of the Company’s common stock, risk-free interest rate, and expected dividends. The Company uses the simplified method under the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate expected term for plain vanilla share options, as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The computation of expected volatility is based on the historical volatility of the Company’s common stock. Prior to 2020, expected volatility was based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses an expected dividend of zero, as it does not anticipate paying any dividends in the foreseeable future. Forfeitures on share-based awards are recognized as they occur. The fair value of each stock option award was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2021 2020 2019 Risk-free interest rate 0.95 % 0.52 % 2.32 % Expected term (years) 6.05 6.02 6.07 Expected volatility 65 % 65 % 60 % Dividend yield — — — The Company recorded stock-based compensation cost relating to stock options and RSUs in the following categories on the accompanying consolidated statements of comprehensive income (loss) (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 227 $ 556 $ 1,284 Sales and marketing 6,958 8,258 12,971 Technology and development 4,489 4,966 8,095 General and administrative 8,721 9,297 14,112 Total stock-based compensation expense 20,395 23,077 36,462 Amount capitalized to internal-use software 1,296 1,322 1,670 Total stock-based compensation cost $ 21,691 $ 24,399 $ 38,132 As referenced in Note 9, certain executive-level employees, including the Company’s former chief executive officer, separated from the Company in the second quarter of 2019. Benefits provided associated with these terminations include severance payments, acceleration of certain equity awards and extension of the exercise period for certain vested stock options. As a result of these termination benefits, the Company recognized $7.2 million in additional stock-based compensation expense for the year ended December 31, 2019.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The components of the Company’s income tax provision (benefit) are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ (119) $ — $ — State 262 88 15 Total current provision 143 88 15 Deferred: Federal 43 (60) (1,118) State 20 (34) (218) Total deferred provision (benefit) 63 (94) (1,336) Total income tax provision (benefit) $ 206 $ (6) $ (1,321) The 2021 income tax expense of $0.2 million primarily reflects state income taxes and the amortization of tax-deductible goodwill that is not an available source of income to realize deferred tax assets. The 2020 income tax benefit of less than $0.1 million primarily arose in connection with the impairment of goodwill, resulting in reduction of indefinite-lived deferred tax liabilities. The 2019 income tax benefit of $1.3 million primarily reflects the required allocation of income taxes between continuing operations and discontinued operations as prescribed by ASC 740. While the tax effect of income (loss) before income taxes generally should be computed without regard to the tax effects of income (loss) before income taxes from the other categories, an exception applies when there is a pre-tax loss from continuing operations and pre-tax income from those other categories. This exception to the general rule applies even when a valuation allowance is in place at the beginning and end of the year. The overall effective income tax rate differs from the statutory federal rate as follows: Year Ended December 31, 2021 2020 2019 Income tax benefit based on the federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 4.4 35.7 (2.1) Nondeductible expenses 3.2 (3.2) (3.1) Change in valuation allowance 2.4 (49.9) (3.1) Stock-based compensation (8.6) (23.2) (10.5) Research and development tax credits (20.1) 25.1 — Uncertain tax positions (2.8) — — Goodwill impairment — (5.5) — Overall effective income tax rate (0.5) % — % 2.2 % The components of deferred tax assets (liabilities) are as follows (in thousands): December 31, 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 77,634 $ 70,828 Stock-based compensation 6,550 9,406 Accrued expenses 914 1,861 Research and development tax credits 6,405 13,421 Operating leases liabilities 7,662 9,026 Intangible assets and goodwill 1,205 1,405 Other 1,176 3 Gross deferred tax assets 101,546 105,950 Valuation allowance (94,117) (95,042) Net deferred tax assets 7,429 10,908 Deferred tax liabilities: Property, equipment and software (1,363) (1,934) Capitalized commissions (427) (578) §481(a) Adjustment - ASC 606 — (186) Operating lease assets (5,742) (7,097) Contingent consideration from divestiture — (1,153) Gross deferred tax liabilities (7,532) (10,948) Total net deferred tax liabilities $ (103) $ (40) The net deferred tax liability at December 31, 2021 and 2020 relates to amortization of tax-deductible goodwill that is not an available source of income to realize deferred tax assets. Accordingly, the net deferred tax liability does not reduce the need for a valuation allowance related to the Company’s net deferred tax assets. At December 31, 2021, the Company had federal and state net operating loss carryforwards of $301.4 million and $236.0 million, respectively. Of the Company’s federal net operating loss carryforwards, $248.2 million will begin to expire in 2034 and $53.2 million does not expire. The Company’s state net operating loss carryforwards will begin to expire in 2022. At December 31, 2021, the Company had federal and state research and development tax credit carryforwards of approximately $13.4 million and $11.0 million, respectively. The federal tax credit carryforwards begin to expire in the year ending December 31, 2028. The state tax credit carryforwards can be carried forward indefinitely. The Internal Revenue Code of 1986, as amended (the “IRC”), imposes substantial restrictions on the utilization of net operating losses and other tax attributes in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use pre-change net operating loss and research tax credits may be limited as prescribed under IRC Sections 382 and 383. Events 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 experienced a cumulative ownership change as of December 31, 2019. The Company estimates that up to $15.2 million and $0.5 million of federal and state net operating loss carryforwards, respectively, may expire unused. The Section 382 limitation resulted in a reduction of deferred tax assets of $3.2 million as of December 31, 2020 and was fully offset by a corresponding decrease in the Company’s valuation allowance, with no net tax provision impact. Additionally, with the finalization of the 2011 - 2020 research and development tax credit study in 2021, the Company anticipates that certain of the federal research and development credit carryforwards may expire unused. The Section 383 limitation resulted in a reduction of deferred tax assets of $12.3 million as of December 31, 2021 and was fully offset by a corresponding decrease in valuation allowance, with no net tax provision impact. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence such as its projections for future growth. On the basis of this evaluation, at December 31, 2021, a valuation allowance of $94.1 million has been recorded since it is more likely than not that the deferred tax assets will not be realized. The change in the valuation allowance for the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Valuation allowance, at beginning of year $ 95,042 $ 111,193 $ 109,625 Decrease in valuation allowance - operating lease impact — — (915) Valuation allowance, at beginning of year, as adjusted $ 95,042 $ 111,193 $ 108,710 Increase in valuation allowance — — 2,483 Decrease in valuation allowance (925) (16,151) — Valuation allowance, at end of year $ 94,117 $ 95,042 $ 111,193 The $0.9 million decrease in valuation allowance is primarily related to the reduction of deferred tax assets for federal research and development tax credits and tax impacts of stock based compensation, offset by the increase in deferred tax assets for net operating losses and the impairment charge to the Company’s equity investment in Accu-Trade. The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 2019 Unrecognized tax benefit, beginning of year $ 7,640 $ (3) $ (3) Increase (decrease) based on tax positions in prior period (3,504) 1,447 — Increase based on tax positions in current period 1,101 6,196 — Unrecognized tax benefit, end of year $ 5,237 $ 7,640 $ (3) The December 31, 2021, 2020, and 2019 balances include tax benefits of $3.3 million, $7.6 million, and less than $0.1 million, respectively, which if recognized, would be in the form of net operating loss or tax credit carryforwards and require a full valuation allowance based on present circumstances. These amounts are net of offsetting benefits from other tax jurisdictions. The $3.5 million decrease in the prior period unrecognized tax benefit is primarily related to the reduction of research and development tax credits in accordance with Section 383. The $1.1 million increase in the current period unrecognized tax benefit is primarily related to bonus expense that does not qualify as a federal income tax deduction when accrued for financial reporting purposes. The Company expects the amount of unrecognized tax benefits to decrease by $1.1 million in the next 12 months as a result of proposed filing of application for a change in accounting method with the filing of the tax return. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision. At December 31, 2021, no interest and penalties related to uncertain tax positions have been accrued. The Company is subject to United States federal and state taxation. Due to the presence of net operating loss carryforwards, all income tax years remain open for examination by the Internal Revenue Service and various state taxing authorities. The Company is not currently under Internal Revenue Service or state tax examination.

Net Income (Loss) Per Share

Net Income (Loss) Per Share	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	Net Income (Loss) Per Share Basic earnings per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding, net of the weighted average unvested restricted stock subject to repurchase by the Company, if any, during the period. Diluted earnings per share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common stock, which are comprised of stock options, restricted stock units and stock warrants, using the treasury-stock method, and convertible preferred stock, using the if-converted method. Because the Company reported losses attributable to common stockholders for all periods presented, all potentially dilutive common stock is antidilutive for those periods. The following table sets forth the computation of basic and diluted net (loss) income per share attributable to common stockholders during the years ended December 31, 2021, 2020, and 2019 (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Net (loss) income $ (38,329) $ 76,544 $ (54,890) Loss from continuing operations $ (38,369) $ (19,839) $ (58,335) Income from discontinuing operations, net of taxes $ 40 $ 96,383 $ 3,445 Weighted-average common shares outstanding, basic and diluted 97,352 106,315 105,805 (Loss) income per share, basic and diluted Continuing operations $ (0.39) $ (0.19) $ (0.55) Discontinued operations $ — $ 0.91 $ 0.03 The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net (loss) income per share attributable to common stockholders at December 31, 2021, 2020, and 2019 (in thousands): December 31, 2021 2020 2019 Options to purchase common stock 6,078 10,009 10,626 Common stock warrants — 510 1,459 Unvested restricted stock units 7,536 6,918 5,891 Total shares excluded from net loss per share attributable to common stockholders 13,614 17,437 17,976

Employee Benefit Plan

Employee Benefit Plan	12 Months Ended
	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plan	Employee Benefit Plan    The Company has a 401(k) Savings Retirement Plan that covers substantially all full-time employees who meet the plan’s eligibility requirements and provides for an employee elective contribution. The Company made matching contributions to the plan of $1.7 million, $1.7 million, and $2.3 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 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. At December 31, 2021 and December 31, 2020 the Company had no amounts due to or from USAA. The Company recognized net revenue of $9.3 million for the year ended December 31, 2020 related to the transition services fee. The Company recorded sales and marketing expense of $1.9 million and $23.2 million for the years ended December 31, 2020 and 2019, 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 December 31, 2021 and 2020 of $1.1 million and $0.9 million, respectively. The Company recognized contra-revenue of $1.0 million, $1.2 million, and $1.2 million and cost of revenue of $5.4 million, $1.7 million, and $1.0 million, during the years ended December 31, 2021, 2020, and 2019, respectively, related to a software and data licensing agreement entered into with Accu-Trade.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn February 2, 2022, the Company entered into a redemption agreement with Accu-Trade to redeem the Company’s 20% ownership interest in Accu-Trade. The terms of the transaction include initial cash consideration of $12.8 million which will be paid at closing and $3.2 million cash held in an escrow account. The $3.2 million cash held in escrow is releasable to the Company upon meeting certain criteria during a time window that is 75 calendar days after the transaction closes. Also upon close of the transaction, the current software and data license agreement with Accu-Trade will be terminated, and the Company will enter into a new software license agreement with the Accu-Trade business at no cost to the Company during the first year and cancellable by either party thereafter on 60 days’ notice. The transaction is expected to close in the first quarter of 2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of TrueCar and its wholly owned subsidiaries. Business acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. The Company’s purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. Divestitures are included in the Company’s consolidated financial 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 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 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 hiring of the Company’s Chief Financial Officer on January 27, 2021 and through December 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 5). All of the Company’s principal operations, decision-making functions and assets are located in the United States.
Equity Method Investment	The Company recognizes its proportional share of the income or loss from the equity method investment on a one-quarter lag due to the timing and availability of financial information from Accu-Trade.     Included in the initial carrying value of $22.9 million, which represents the fair value on the transaction date, was a basis difference of $22.9 million related to the difference between the cost of the investment and the Company’s proportionate share of the net assets of Accu-Trade. The carrying value of the equity method investment is primarily adjusted for the Company’s share in the income and losses of Accu-Trade and amortization of the basis difference. The Company amortizes its basis difference between the estimated fair value and the underlying book value of Accu-Trade’s technology and guarantor relationship over their respective useful lives using the straight-line method
Fair Value Measurements	Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities or funds. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Fair Value Methods Fair value is based on quoted market prices, if available. If listed prices or quotes are not available, fair value is based on internally-developed models that primarily use market-based or independently sourced market parameters as inputs. For assets and liabilities measured at fair value, the following section describes the valuation methodologies, key inputs, and significant assumptions. Cash equivalents, consisting primarily of money market instruments and debt securities, represent highly liquid investments with maturities of three months or less at purchase. Generally, market prices are used to determine the fair value of money market instruments and debt securities. The carrying amounts of cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these items.
Concentrations of Credit and Business Risk	Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and accounts receivable. The Company, at times, maintains cash balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. The Company places its cash and cash equivalents with high credit quality financial institutions. Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts based on these evaluations. No single customer comprised more than 10% of the Company’s total revenues for the years ended December 31, 2021, 2020 and 2019. At December 31, 2021, no single customer comprised more than 10% of the Company’s accounts receivable balance. At December 31, 2020, one customer accounted for approximately 10% of the Company’s accounts receivable balance.
Cash and Cash Equivalents	Cash and Cash Equivalents    The Company considers all highly liquid investments purchased with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents.
Accounts Receivable, Allowance for Doubtful Accounts, and Sales Allowances	Accounts Receivable, Allowance for Doubtful Accounts, and Sales Allowances The Company extends credit in the normal course of business to its customers and performs credit evaluations on a case-by-case basis. The Company does not obtain collateral or other security related to its accounts receivable. Accounts receivable are recorded based on the amount due from the customer and do not bear interest. The Company reduces accounts receivable for sales allowances and its allowance for doubtful accounts. For contract assets, the Company records the assets net of sales allowances and an allowance for doubtful accounts, which are estimated in the same manner as for accounts receivable balances. The Company establishes sales allowances at the time of revenue recognition based on its history of adjustments and credits provided to its network of dealers. Sales allowances relate primarily to credits issued where a dealer claims that an introduction was previously identified by the dealer from a source other than the Company. While the dealer is contractually obligated to pay the invoice, the Company may issue a credit against the invoice to maintain overall dealer relations. In assessing the adequacy of its sales allowances, the Company evaluates its history of adjustments and credits made through the date of the issuance of the financial statements. Estimated sales adjustments and credits and ultimate losses may vary from actual results which could be material to the financial statements; however, to date, actual sales allowances have been materially consistent with the Company’s estimates. On January 1, 2020, the Company adopted the new accounting guidance on measuring credit losses on its trade accounts receivable using the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses. Under the new credit loss model, lifetime expected credit losses are measured and recognized at each reporting date based on historical, current and forecast information. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Under the new guidance, 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.
Property and Equipment, net	Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer hardware and software, five years for furniture and equipment, and over the shorter of the lease term or the useful life of the assets for leasehold improvements. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations.
Leases	Leases 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. 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 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. See Note 3 for additional information.
Software and Website Development Costs	Software and Website Development Costs The Company accounts for the costs of computer software obtained or developed for internal use in accordance with FASB ASC 350, Intangibles — Goodwill and Other . Computer software development costs and website development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include certain employee related expenses, including salaries, bonuses, benefits and stock-based compensation expenses; costs of computer hardware and software; and costs incurred in developing features and functionality. These capitalized costs are included in property and equipment on the consolidated balance sheets. The Company expenses costs incurred in the preliminary project and post-implementation stages of software development and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing internal use software applications. Software costs are amortized using the straight-line method over an estimated useful life of three years commencing when the software project is ready for its intended use.
Intangible Assets Acquired in Business Combinations	Intangible Assets Acquired in Business Combinations The Company values assets acquired and liabilities assumed on each acquisition accounted for as a business combination, and allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on its best estimate of fair value. Acquired intangible assets include: trade names, customer relationships, and developed technology. The Company determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for trade names, customer relationships, and technology are generally, one two three
Long Lived Assets	Long-Lived Assets    The Company evaluates the recoverability of its long-lived assets, including its ROU assets, with finite useful lives for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously-estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based upon estimated discounted future cash flows. During the years ended December 31, 2021 and 2020, the Company recorded ROU asset impairment charges of $1.7 million and $2.1 million, respectively, related to certain operating leases. See Note 3 for additional information. D
Goodwill	Goodwill Goodwill represents the excess of the aggregate purchase price paid over the fair value of the identifiable assets and liabilities acquired in the Company’s business combinations. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in circumstances that could trigger an impairment review include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of use of the acquired assets or the Company’s overall business strategy, significant negative industry or economic trends, significant underperformance relative to expected historical or projected future results of operations, or a decline in the Company’s stock price and market capitalization. The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or to perform the quantitative impairment test. The quantitative test involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than book value, an impairment loss is recognized in an amount equal to the excess. The Company assesses recoverability of goodwill on an annual basis at December 31 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. During the first quarter of 2020, as a result of the recent 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 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 analysis. Given the high degree of market volatility and lack of reliable market data as of March 31, 2020, the Company determined that the 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 revenue growth rates, workforce cost savings, long-term growth rates and the discount rate. The Company bases cash flow projections on management’s estimates of revenue growth rates and operating margins, taking into consideration market conditions. The discount rate is based on the weighted-average cost of capital, which represents the average rate a business must pay its providers of debt and equity, plus a risk premium. 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. At December 31, 2021 and 2020, the Company estimated the fair value of its single reporting unit using a market approach, which is based on the market capitalization by using its share price in the NASDAQ Global Market and an appropriate control premium. As the Company’s market capitalization plus an estimated control premium were higher than the net book value of its reporting unit, it concluded that goodwill was not impaired as of December 31, 2021 and 2020. While the Company believes it has made reasonable estimates and assumptions to estimate the control premium of its reporting unit, it is possible that a material change could occur. If actual results are not consistent with the Company’s estimates and assumptions, or if the Company’s share price decreases, the fair value of the Company’s reporting unit may decrease to below its net carrying value, which could result in impairment of the Company’s goodwill.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the performance obligation or obligations are satisfied. Dealer Revenue Dealer revenue is comprised of Auto Buying Program revenue as well as revenue from TrueCar Trade and DealerScience. Auto Buying Program revenues include fees paid by customers participating in the Company’s dealer network with which the Company has an agreement (“TrueCar Certified Dealers” or “Dealers”). TrueCar Certified Dealers pay the Company fees in one of three ways: on a per-vehicle basis for sales to Auto Buying Program users, on a per-introduction basis for sales to Auto Buying Program users, or under a subscription arrangement. Additionally, certain Dealers pay an incremental subscription fee for add-on products within our Auto Buying Program. Contracts are cancellable by the Dealer or the Company at any time. The Company does not provide significant Dealer financing terms. The Company’s performance obligation to TrueCar Certified Dealers is the same for all payment types for our Auto Buying Program revenues: to provide Dealers with introductions to in-market consumers through the use of the TrueCar platform, so that those Dealers have the opportunity to sell vehicles to those consumers. Control transfers to Dealers upon delivery of introductions, which is the point at which the Company recognizes revenue. When a user decides to proceed with a vehicle purchase through the Company, the user provides his or her name, address, email, and phone number during the process of obtaining price offers on actual vehicle inventory, which gives the Company the identity and source of a TrueCar introduction provided to a specific Dealer before an actual sale occurs. After a sale occurs, the Company receives information regarding the sale, including the identity of the purchaser, through the Dealer Management System used by the Dealer that made the sale. The Company also receives information regarding vehicle sales from a variety of other data sources, including third-party car sales aggregators, car dealer networks, and other publicly available sources (collectively, “sales data”) and uses this sales data to further verify that a sale has occurred between an Auto Buying Program user and a TrueCar Certified Dealer, as well as to invoice the Dealer shortly after the completion of the sales transaction. Pay-Per-Sale. Under fee arrangements based on a pay-per-sale billing model, revenue for the Auto Buying Program is recognized when introductions are delivered to the Dealer and for the amount that the Company estimates it will be able to earn. To formulate this estimate, the Company uses the expected value method based primarily on an analysis of the expected number of sales resulting from in-period introductions. This estimate is based on historical introductions to vehicle sale close rate trends as well as actual sales measured in period. Under the contractual terms and conditions of arrangements with TrueCar Certified Dealers that pay on a per-vehicle-sale basis, the Dealer is not obligated to pay the Company until a vehicle sale has occurred between the Auto Buying Program user and the Dealer, for which the introduction was provided to the Dealer by the Company. Contractually, the Dealers’ obligation to pay is not contingent on verification or acceptance of the transaction by the Dealer. As a result, revenue recognition occurs earlier than billing as an estimate of the variable consideration to be received upon control transfer of the delivered introduction, resulting in a contract asset. Pay-Per-Introduction. Under fee arrangements based on a pay-per-introduction billing model, revenue for the Auto Buying Program is recognized when introductions are delivered. The Company also recognizes revenue from Dealers under subscription agreements. Subscription fee arrangements are short-term in nature with terms ranging from one Flat-Rate Subscription. Under flat-rate subscription arrangements, fees are charged at a monthly flat rate regardless of the number of introductions provided by the Company to the Dealer or sales made to users of the Company’s platform by the Dealer. Guaranteed-Sales Subscription. Under guaranteed-sales subscription arrangements, monthly fees are charged based on the number of guaranteed sales multiplied by a fixed amount per vehicle. To the extent that the actual number of vehicles sold by the Dealers to users of the Company’s platform is less than the number of guaranteed sales, the Company provides a credit to the Dealer. If the actual number of vehicles sold exceeds the number of guaranteed sales, the Company is not entitled to any additional fees. Guaranteed-Introductions Subscription. Under guaranteed-introductions subscription arrangements, monthly fees are charged based on a periodically-updated formula that considers, among other things, the introductions anticipated to be provided to the Dealer. To the extent that the number of actual introductions is less than the number of guaranteed introductions, the Company provides a credit to the Dealer. If the actual number of introductions provided exceeds the number guaranteed, the Company is not entitled to any additional fees. Auto Buying Program Add-On Features. We offer additional add-on products to eligible Dealers as part of the Auto Buying Program to increase traffic and retarget in-market consumers. These products include TrueCar Sponsored Listings (“Sponsored Listings”) and TrueCar Reach (“Reach”). Sponsored Listings enables a Dealer to place qualifying vehicles at more prominent positions within the used car search results page. Reach is a service offered to retarget in-market consumers on the Dealer’s behalf with co-branded emails. Fees are charged based on a monthly subscription rate for the right to sponsor up to a set number of vehicles at any time throughout the month under Sponsored Listings. Fees for the Reach product are also charged on a flat monthly rate regardless of the number of emails delivered. Subscription fees are recognized on a monthly basis. TrueCar Trade . TrueCar Trade provides consumers with information on the value of their trade-in vehicles, while providing Dealers with introductions to these in-market consumers so that those Dealers have the opportunity to buy trade-in vehicles from those consumers. Dealers pay monthly subscription fees for access to TrueCar Trade that vary depending on the level of service selected. Depending on their subscription terms, some Dealers pay additional transaction fees for each vehicle purchased from a consumer that was introduced through TrueCar Trade. Subscription fees are recognized on a monthly basis, while transaction fees for vehicles purchased by a Dealer are estimated and recognized at the point in time the introduction between the Dealer and consumer occurs. DealerScience. DealerScience revenues consist of monthly subscription fees paid by dealers for access to DealerScience’s products and services. DealerScience provides dealers with advanced digital retailing software tools that allow them to calculate accurate monthly payments, expedite vehicle desking, which is the process of presenting and agreeing upon financial terms and financing options, and streamline the consumers’ experience from shopping to showroom. Subscription fees are recognized on a monthly basis. OEM Incentives Revenue The Company enters into arrangements with OEMs to promote the sale of their vehicles primarily through the offering of additional consumer incentives. These manufacturers pay a per-vehicle fee to the Company for promotion of the incentive after the sale of the vehicle has occurred between the Auto Buying Program user and the Dealer. The Company’s performance obligation to OEMs is to deliver incentive offers to consumers. Control transfers upon delivery of incentive offers, which is the point at which the Company recognizes revenue. The Company recognizes revenue for the amount that the Company estimates it will be able to earn. To formulate this estimate, the Company uses the expected value method based primarily on an analysis of the expected number of sales resulting from in-period incentive offers delivered. This estimate is based on historical incentive offers to vehicle sale close rate trends as well as delivered incentive offers resulting in actual sales measured in period. As a result, revenue recognition occurs earlier than billing as an estimate of the variable consideration to be received upon control transfer, resulting in a contract asset. Incremental Costs to Obtain a Contract
Cost of Revenue (exclusive of depreciation and amortization)	Cost of Revenue (exclusive of depreciation and amortization) Cost of revenue includes expenses related to the fulfillment of the Company’s services, consisting primarily of data costs and licensing fees paid to third-party service providers and expenses related to operating the Company’s website and mobile applications, including those associated with its data centers, hosting fees, data processing costs required to deliver introductions to its network of
Sales and Marketing	Sales and Marketing Sales and marketing expenses consist primarily of: television, digital, and radio advertising; media production costs; affinity group partner marketing fees, which also includes loan subvention costs where the Company pays certain affinity group marketing partners a portion of consumers’ borrowing costs for car loan products offered by these affinity group marketing partners; marketing sponsorship programs; and digital customer acquisition. In addition, sales and marketing expenses include employee-related expenses for sales, customer support, marketing, and public relations employees, including salaries, bonuses, benefits, severance, and stock-based compensation expenses; third-party contractor fees; and facilities costs.
Technology and Development	Technology and Development Technology and development expenses consist primarily of employee-related expenses for technology and development staff, including salaries, benefits, bonuses, severance, and stock-based compensation; the cost of certain third-party service providers; and facilities costs. Technology and development expenses are expensed as incurred.
General and Administrative	General and Administrative General and administrative expenses consist primarily of employee-related expenses for administrative, legal, finance, and human resource staffs, including salaries, benefits, bonuses, severance, and stock-based compensation; professional fees; insurance premiums; other corporate expenses; lease-exit charges; and facilities costs.
Stock Based Compensation	Stock-Based Compensation The Company recognizes stock-based compensation expense related to employee stock options and restricted stock units based on the fair value of the awards on the grant date. Stock-based compensation for employee awards is recognized on a straight-line basis over the requisite period, except for performance-based awards which are recognized using the graded-vesting model. The Company estimates the grant-date fair value of option grants, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. For issuances of restricted stock units, the Company determines the fair value of the award based on the closing market value of its common stock at the date of grant Compensation expense for non-employee stock-based awards is recognized in accordance with Accounting Standards Update ("ASU") No. 2018-07, Stock-based Compensation - Improvements to Nonemployee Share-based Payment Accounting , which the Company adopted on January 1, 2019. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under this new guidance, the measurement of nonemployee equity awards is fixed on the grant date. Stock option awards issued to non-employees are accounted for at fair value using the Black-Scholes option-pricing model. Restricted stock unit awards are measured based on the closing market value of the Company’s common stock at grant date. Stock-based compensation is recognized over the service period.
Share Repurchase Program	Share Repurchase Program Shares repurchased pursuant to the Company’s share repurchase program are immediately retired upon purchase. Repurchased common stock is reflected as a reduction of stockholders’ equity. The Company’s accounting policy related to its share repurchases is to reduce its common stock based on the par value of the shares and to reduce its capital surplus for the excess of the
Income Taxes	Income Taxes The Company uses the liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when such assets and liabilities are recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the year that includes the enactment date. The Company determines deferred tax assets including net operating losses and liabilities, based on temporary differences between the book and tax bases of assets and liabilities. A valuation allowance is established to reduce net deferred tax assets to amounts that are more likely than not to be realized. The Company considers all available evidence, both positive and negative, in assessing the need for a valuation allowance. The Company has a full valuation allowance, and has concluded, based on the weight of all available evidence, that it is more likely than not that our net deferred tax assets will not be realized, primarily due to historical net operating losses. The Company uses a two-step approach for evaluating uncertain tax positions. Step one, recognition, requires the Company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. If a tax position is not considered “more likely than not” to be sustained, no benefits of the position are recognized. If the Company determine that a position is “more likely than not” to be sustained, then the Company proceed to step two, measurement, which is based on the largest amount of benefit which is more likely than not to be realized on effective settlement. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if any, in its income tax provision in the accompanying statements of comprehensive income (loss).
Comprehensive Loss	Comprehensive Income (Loss)     Comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In October 2020, the Financial Accounting Standards Board (“FASB”) issued new guidance that updates various codification topics by clarifying or improving disclosure requirements. The Company adopted this guidance on January 1, 2021 using the prospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of financial assets measured at fair value on a recurring basis	The following table summarizes the Company’s assets and liabilities at fair value on a recurring basis at December 31, 2021 and 2020 by level within the fair-value hierarchy. These assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At December 31, 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 $ 234,763 $ — $ — $ 234,763 $ 262,309 $ — $ — $ 262,309 Total Assets $ 234,763 $ — $ — $ 234,763 $ 262,309 $ — $ — $ 262,309 Liabilities: Contingent consideration, current $ — $ — $ — $ — $ — $ — $ 2,459 $ 2,459 Contingent consideration, non-current — — — — — — — — Total Liabilities $ — $ — $ — $ — $ — $ — $ 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): Year Ended December 31, 2021 2020 Fair value, at beginning of year $ 2,459 $ 4,777 Cash payments (2,500) (2,500) Additions and changes in fair value 41 182 Fair value, at end of year $ — $ 2,459
Summary of changes in the allowance for doubtful accounts and sales allowances	The following table summarizes the changes in the allowance for doubtful accounts and sales allowances (in thousands): Year Ended December 31, 2021 2020 2019 Allowances, at beginning of year $ 7,147 $ 6,591 $ 3,342 Charged as a reduction of revenue 4,205 8,365 11,566 Charged to bad debt expense in general and administrative expenses 528 2,984 1,432 Write-offs, net of recoveries (8,781) (10,793) (9,749) Allowances, at end of year $ 3,099 $ 7,147 $ 6,591
Schedule of expected amortization expense with respect to capitalized software costs	Expected amortization expense with respect to capitalized software costs at December 31, 2021 for each of the years through December 31, 2024 is as follows (in thousands): Years ended December 31, 2022 $ 9,474 2023 5,735 2024 2,106 Total amortization expense $ 17,315 Years ended December 31, 2022 $ 1,650 2023 1,650 2024 1,650 Total amortization expense $ 4,950

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2021
Leases [Abstract]
Lease costs	For the years ended December 31, 2021, 2020, and 2019, the Company recorded operating lease costs of corporate offices, excluding subleases, that were included in the consolidated statements of comprehensive income (loss) as follows (in thousands): Operating lease costs recorded within: Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Cost of revenue $ 62 $ 489 $ 740 Sales and marketing 1,356 1,680 1,741 Technology and development 2,082 2,420 2,462 General and administrative 2,793 2,887 3,597 Total operating lease costs $ 6,293 $ 7,476 $ 8,540
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 December 31, 2021 are as follows (in thousands): Years ended December 31, 2022 $ 6,799 2023 7,628 2024 7,860 2025 6,083 2026 2,820 Thereafter 5,799 Total lease payments $ 36,989 Less: imputed interest (5,436) Total lease liabilities (discounted) $ 31,553
Sublease income	Year ended December 31, Sublease Income 2022 $ 1,553 2023 1,864 2024 1,932 2025 1,540 2026 652 Thereafter 56 Total sublease income $ 7,597

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations	The following table presents the detail of “Income from discontinued operations, net of taxes” within the Statements of Comprehensive Income (Loss) (in thousands): Year Ended 2021 2020 2019 Revenues $ — $ 17,361 $ 18,834 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization presented separately below) — 4,286 5,599 Sales and marketing — 1,625 2,365 Technology and development — 1,188 1,074 General and administrative 180 971 830 Depreciation and amortization — 2,910 4,926 Goodwill impairment — 1,923 — Total costs and operating expenses 180 12,903 14,794 Income from operations (180) 4,458 4,040 Gain on sale 220 92,528 — Interest income — 171 1,015 Income from discontinued operations before income taxes 40 97,157 5,055 Provision for income taxes — 774 1,610 Income from discontinued operations, net of taxes $ 40 $ 96,383 $ 3,445

Revenue Information and Deferre

Revenue Information and Deferred Sales Commissions (Tables)	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The Company disaggregates revenue into three revenue streams: dealer revenue, OEM incentives revenue, and other revenue. Prior to adoption of the new revenue standard, dealer revenue and OEM incentives revenue had been disclosed together as “transaction revenue.” The following table presents the Company’s revenue categories during the periods presented (in thousands): Year Ended December 31, 2021 2020 2019 Dealer revenue $ 222,000 $ 252,928 $ 317,965 OEM incentives revenue 8,676 16,833 16,569 Other revenue 1,022 8,917 512 Total revenues $ 231,698 $ 278,678 $ 335,046

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Computer equipment, software, and internally developed software $ 77,237 $ 66,198 Furniture and fixtures 3,794 4,610 Leasehold improvements 15,664 15,727 96,695 86,535 Less: Accumulated depreciation (77,540) (65,114) Total property and equipment, net $ 19,155 $ 21,421

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2021
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Schedule of intangible assets	Intangible assets consisted of the following at December 31, 2021 and 2020 (in thousands): At December 31, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 11,390 $ (6,440) $ 4,950 Customer relationships 1,300 (1,300) — Total $ 12,690 $ (7,740) $ 4,950 At December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired technology and domain name $ 11,390 $ (4,790) $ 6,600 Customer relationships 2,800 (2,800) — Total $ 14,190 $ (7,590) $ 6,600
Schedule of amortization expense	Amortization expense by asset type for the years ended December 31, 2021, 2020, and 2019 is shown below (in thousands): Year Ended December 31, 2021 2020 2019 Acquired technology and domain name $ 1,650 $ 1,650 $ 1,654 Customer relationships — 750 750 Total amortization $ 1,650 $ 2,400 $ 2,404
Schedule of expected amortization expense with respect to intangible assets	Expected amortization expense with respect to capitalized software costs at December 31, 2021 for each of the years through December 31, 2024 is as follows (in thousands): Years ended December 31, 2022 $ 9,474 2023 5,735 2024 2,106 Total amortization expense $ 17,315 Years ended December 31, 2022 $ 1,650 2023 1,650 2024 1,650 Total amortization expense $ 4,950

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of severance liability	The following table presents a roll forward of the restructuring costs liability for the years ended December 31, 2021 and 2020 (in thousands): Restructuring Costs Liability Accrual at December 31, 2019 28 Expense (Continuing and Discontinued Operations) 8,514 Cash Payments (8,161) Accrual at December 31, 2020 $ 381 Reversal of accrual (381) Accrual at December 31, 2021 $ —
Schedule of purchase obligations	At December 31, 2021, the Company had the following purchase obligations (in thousands): Total Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Purchase obligations $ 11,050 $ 7,785 $ 2,963 $ 302 $ —

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Schedule of reserve for unissued shares of common stock	The number of shares of the Company’s common stock reserved for these purposes at December 31, 2021 is as follows: Number of Shares Outstanding stock options 6,078,180 Outstanding restricted stock units 7,536,114 Additional shares available for grant under the equity plans 18,391,638 Total 32,005,932

Stock-based Awards (Tables)

Stock-based Awards (Tables)	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Summary of stock option activity	A summary of the Company’s stock option activity for the year ended December 31, 2021 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (1) (in years) (in millions) Outstanding at December 31, 2020 10,009,282 $ 9.58 5.1 Granted 925,862 4.74 Exercised (404,571) 3.44 Forfeited/expired (4,452,393) 9.59 Outstanding at December 31, 2021 6,078,180 $ 9.24 6.2 $ 0.8 Vested and expected to vest at December 31, 2021 6,078,180 $ 9.24 6.2 $ 0.8 Exercisable at December 31, 2021 4,296,424 $ 11.23 5.2 $ 0.3 (1) The aggregate intrinsic value represents the excess of the closing price of the Company’s common stock of $3.40 on December 31, 2021 over the exercise price of in-the-money stock option awards.
Schedule of activity in connection with the restricted stock units	A summary of the Company’s restricted stock unit (“RSU”) activity for the year ended December 31, 2021 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Non-vested — December 31, 2020 6,918,474 $ 4.63 Granted 6,173,367 4.64 Vested (3,397,105) 4.74 Forfeited (2,158,622) 4.57 Non-vested — December 31, 2021 7,536,114 $ 4.60
Schedule of fair value of stock option awards	The fair value of each stock option award was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2021 2020 2019 Risk-free interest rate 0.95 % 0.52 % 2.32 % Expected term (years) 6.05 6.02 6.07 Expected volatility 65 % 65 % 60 % Dividend yield — — —
Schedule of stock-based compensation cost relating to stock options, restricted stock awards and RSUs	The Company recorded stock-based compensation cost relating to stock options and RSUs in the following categories on the accompanying consolidated statements of comprehensive income (loss) (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 227 $ 556 $ 1,284 Sales and marketing 6,958 8,258 12,971 Technology and development 4,489 4,966 8,095 General and administrative 8,721 9,297 14,112 Total stock-based compensation expense 20,395 23,077 36,462 Amount capitalized to internal-use software 1,296 1,322 1,670 Total stock-based compensation cost $ 21,691 $ 24,399 $ 38,132

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of components of the income tax provision	The components of the Company’s income tax provision (benefit) are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ (119) $ — $ — State 262 88 15 Total current provision 143 88 15 Deferred: Federal 43 (60) (1,118) State 20 (34) (218) Total deferred provision (benefit) 63 (94) (1,336) Total income tax provision (benefit) $ 206 $ (6) $ (1,321)
Schedule of overall effective income tax rate	The overall effective income tax rate differs from the statutory federal rate as follows: Year Ended December 31, 2021 2020 2019 Income tax benefit based on the federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 4.4 35.7 (2.1) Nondeductible expenses 3.2 (3.2) (3.1) Change in valuation allowance 2.4 (49.9) (3.1) Stock-based compensation (8.6) (23.2) (10.5) Research and development tax credits (20.1) 25.1 — Uncertain tax positions (2.8) — — Goodwill impairment — (5.5) — Overall effective income tax rate (0.5) % — % 2.2 %
Schedule of components of deferred tax assets (liabilities)	The components of deferred tax assets (liabilities) are as follows (in thousands): December 31, 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 77,634 $ 70,828 Stock-based compensation 6,550 9,406 Accrued expenses 914 1,861 Research and development tax credits 6,405 13,421 Operating leases liabilities 7,662 9,026 Intangible assets and goodwill 1,205 1,405 Other 1,176 3 Gross deferred tax assets 101,546 105,950 Valuation allowance (94,117) (95,042) Net deferred tax assets 7,429 10,908 Deferred tax liabilities: Property, equipment and software (1,363) (1,934) Capitalized commissions (427) (578) §481(a) Adjustment - ASC 606 — (186) Operating lease assets (5,742) (7,097) Contingent consideration from divestiture — (1,153) Gross deferred tax liabilities (7,532) (10,948) Total net deferred tax liabilities $ (103) $ (40)
Schedule of change in the valuation allowance	The change in the valuation allowance for the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Valuation allowance, at beginning of year $ 95,042 $ 111,193 $ 109,625 Decrease in valuation allowance - operating lease impact — — (915) Valuation allowance, at beginning of year, as adjusted $ 95,042 $ 111,193 $ 108,710 Increase in valuation allowance — — 2,483 Decrease in valuation allowance (925) (16,151) — Valuation allowance, at end of year $ 94,117 $ 95,042 $ 111,193
Schedule of reconciliation of the total amounts of unrecognized tax benefits	The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 2019 Unrecognized tax benefit, beginning of year $ 7,640 $ (3) $ (3) Increase (decrease) based on tax positions in prior period (3,504) 1,447 — Increase based on tax positions in current period 1,101 6,196 — Unrecognized tax benefit, end of year $ 5,237 $ 7,640 $ (3)

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Schedule of computation of basic and diluted net loss per share attributable to common stockholders	The following table sets forth the computation of basic and diluted net (loss) income per share attributable to common stockholders during the years ended December 31, 2021, 2020, and 2019 (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Net (loss) income $ (38,329) $ 76,544 $ (54,890) Loss from continuing operations $ (38,369) $ (19,839) $ (58,335) Income from discontinuing operations, net of taxes $ 40 $ 96,383 $ 3,445 Weighted-average common shares outstanding, basic and diluted 97,352 106,315 105,805 (Loss) income per share, basic and diluted Continuing operations $ (0.39) $ (0.19) $ (0.55) Discontinued operations $ — $ 0.91 $ 0.03
Schedule of anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders	The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net (loss) income per share attributable to common stockholders at December 31, 2021, 2020, and 2019 (in thousands): December 31, 2021 2020 2019 Options to purchase common stock 6,078 10,009 10,626 Common stock warrants — 510 1,459 Unvested restricted stock units 7,536 6,918 5,891 Total shares excluded from net loss per share attributable to common stockholders 13,614 17,437 17,976

Organization, Consolidation and

Organization, Consolidation and Presentation of Financial Statements (Details)	Nov. 30, 2020
Discontinued Operations, Disposed of by Sale | ALG Inc.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued Operation, Ownership Interest Prior to Disposal	100.00%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Segments and Equity Methods Narrative (Details) $ in Thousands	Feb. 08, 2019USD ($)	Dec. 31, 2021USD ($)segment	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Accounting Policies [Abstract]
Number of operating segments | segment		1
Schedule of Equity Method Investments [Line Items]
Cash paid		$ 0	$ 0	$ 23,174
Equity method investment		$ 14,500	$ 19,905
Accu-Trade, LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage		20.00%
Non-cash impairment charge		$ 4,100
Accu-Trade, LLC
Schedule of Equity Method Investments [Line Items]
Equity method investment	$ 22,900
Basis difference	$ 22,900
Weighted average useful live	5 years
Cash consideration paid | Accu-Trade, LLC
Schedule of Equity Method Investments [Line Items]
Cash paid	$ 17,900
Capital contribution | Accu-Trade, LLC
Schedule of Equity Method Investments [Line Items]
Cash paid	$ 5,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Fair Value Methods Narrative (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
ROU asset impairment charges		$ 1,700,000	$ 2,100,000	$ 0
Goodwill impairment charge, including discontinued operations		10,200,000
Impairment charges recorded on goodwill		0	$ 8,264,000	$ 0
Accu-Trade, LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
ROU asset impairment charges		4,100,000
Discontinued Operations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment charges recorded on goodwill	$ 1,900,000	$ 1,900,000
Discontinued And Continuing Operations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment charges recorded on goodwill	$ 10,200,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Impairments	$ 1,700,000	$ 2,100,000	$ 0
Fair Value, Measurements, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contingent consideration, current	0	2,459,000
Contingent consideration, non-current	0	0
Total Liabilities	0	2,459,000
Fair Value, Measurements, Recurring | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	234,763,000	262,309,000
Total Assets	234,763,000	262,309,000
Fair Value, Measurements, Recurring | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	234,763,000	262,309,000
Total Assets	234,763,000	262,309,000
Contingent consideration, current	0	0
Contingent consideration, non-current	0	0
Total Liabilities	0	0
Fair Value, Measurements, Recurring | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	0	0
Total Assets	0	0
Contingent consideration, current	0	0
Contingent consideration, non-current	0	0
Total Liabilities	0	0
Fair Value, Measurements, Recurring | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	0	0
Total Assets	0	0
Contingent consideration, current	0	2,459,000
Contingent consideration, non-current	0	0
Total Liabilities	$ 0	$ 2,459,000

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Changes in Fair Value of Contingent Consideration Obligation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
usiness Combination, Contingent Consideration, Liability [Roll Forward]
Fair value, at beginning of year	$ 2,459	$ 4,777
Cash payments	(2,500)	(2,500)
Additions and changes in fair value	41	182	$ 300
Fair value, at end of year	$ 0	$ 2,459	$ 4,777

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Concentrations of Credit and Business Risk Narrative (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable | Zero Customers
Concentration Risk [Line Items]
Concentration risk (as a percent)	10.00%
Accounts Receivable | One Customer
Concentration Risk [Line Items]
Concentration risk (as a percent)		10.00%
Revenue Benchmark | Zero Customers
Concentration Risk [Line Items]
Concentration risk (as a percent)		10.00%

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Schedule of Changes in Allowance for Doubtful Accounts and Sales Allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Review period for past due accounts	90 days
Allowance for Doubtful Accounts
Allowances, at beginning of year	$ 7,147	$ 6,591	$ 3,342
Charged as a reduction of revenue	4,205	8,365	11,566
Charged to bad debt expense in general and administrative expenses	528	2,984	1,432
Write-offs, net of recoveries	(8,781)	(10,793)	(9,749)
Allowances, at end of year	$ 3,099	$ 7,147	$ 6,591

Summary of Significant Accou_10

Summary of Significant Accounting Policies - Property and Equipment, Net Narrative (Details)	12 Months Ended
	Dec. 31, 2021
Computer Equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

Summary of Significant Accou_11

Summary of Significant Accounting Policies - Software and Website Development Costs Narrative (Details) - Software and Software Development Costs - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Capitalized software costs	$ 67.9	$ 56.2
Accumulated amortization of computer software	$ 50.6	$ 38.5

Summary of Significant Accou_12

Summary of Significant Accounting Policies - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
2022	$ 1,650
2023	1,650
2024	1,650
Total amortization expense	4,950	$ 6,600
Software Costs
Property, Plant and Equipment [Line Items]
2022	9,474
2023	5,735
2024	2,106
Total amortization expense	$ 17,315

Summary of Significant Accou_13

Summary of Significant Accounting Policies - Intangible Assets Acquired in Business Combinations Narrative (Details)	12 Months Ended
	Dec. 31, 2021
Minimum | Trade Names
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	1 year
Minimum | Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	2 years
Minimum | Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	3 years
Maximum | Trade Names
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	15 years
Maximum | Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	10 years
Maximum | Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	10 years

Summary of Significant Accou_14

Summary of Significant Accounting Policies - Long-Lived Assets, Goodwill, Revenue Recognition Narrative (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Line Items]
ROU asset impairment charges		$ 1,700,000	$ 2,100,000	$ 0
Impairment charges recorded on long lived assets				0
Impairment charges recorded on goodwill		0	8,264,000	$ 0
Goodwill [Roll Forward]
Goodwill, Beginning balance		51,205,000
Goodwill, Ending balance		51,205,000	51,205,000
ROU asset impairment		1,700,000	$ 2,100,000
Discontinued Operations
Goodwill [Line Items]
Impairment charges recorded on goodwill	$ 1,900,000	$ 1,900,000

Summary of Significant Accou_15

Summary of Significant Accounting Policies - Transaction Revenues Narrative (Details)	Dec. 31, 2021
Minimum
Property, Plant and Equipment [Line Items]
Expected customer life	1 month
Maximum
Property, Plant and Equipment [Line Items]
Expected customer life	6 months

Summary of Significant Accou_16

Summary of Significant Accounting Policies - Sales and Marketing Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Marketing and advertising expenses	$ 57,200,000	$ 57,000,000	$ 82,400,000
Prepaid media costs	0	0
Accrued marketing and advertising expenses	$ 2,700,000	$ 7,200,000

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash payments for operating leases	$ 7.2	$ 8.3	$ 9.4
Weighted average discount rate	5.80%
Weighted average remaining lease term	5 years 4 months 24 days
Sublease income	$ 1.1	1.2	$ 2
ROU asset impairment	$ 1.7	$ 2.1
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Remaining lease terms	3 years
Lease renewal term	3 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Remaining lease terms	8 years 1 month 6 days
Lease renewal term	5 years

Leases - Lease Costs (Details)

Leases - Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Total operating lease costs	$ 6,293	$ 7,476	$ 8,540
Cost of revenue
Lessee, Lease, Description [Line Items]
Total operating lease costs	62	489	740
Sales and marketing
Lessee, Lease, Description [Line Items]
Total operating lease costs	1,356	1,680	1,741
Technology and development
Lessee, Lease, Description [Line Items]
Total operating lease costs	2,082	2,420	2,462
General and administrative
Lessee, Lease, Description [Line Items]
Total operating lease costs	$ 2,793	$ 2,887	$ 3,597

Leases - Future Minimum Payment

Leases - Future Minimum Payments Under Non-cancellable Lease Obligations (Details) $ in Thousands	Dec. 31, 2021USD ($)
Leases [Abstract]
2022	$ 6,799
2023	7,628
2024	7,860
2025	6,083
2026	2,820
Thereafter	5,799
Total lease payments	36,989
Less: imputed interest	(5,436)
Total lease liabilities (discounted)	$ 31,553

Leases - Sublease Income (Detai

Leases - Sublease Income (Details) $ in Thousands	Dec. 31, 2021USD ($)
Leases [Abstract]
2022	$ 1,553
2023	1,864
2024	1,932
2025	1,540
Lessor, Operating Lease, Payment to be Received, Year Five	652
Lessor, Operating Lease, Payment to be Received, after Year Five	56
Total sublease income	$ 7,597

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($) $ in Thousands	Nov. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2023	Jun. 30, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations, net of taxes		$ 40	$ 96,383	$ 3,445
Disposal Group, Including Discontinued Operation, Transaction Costs, Period		5 years
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Contingent Consideration, Intangible Asset	$ 1,900
ALG Inc. | Discontinued Operations, Disposed of by Sale
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	$ 112,500					$ 7,500
Disposal Group, Including Discontinued Operation, Contingent Consideration, Asset			7,500
Disposal Group, Including Discontinued Operation, Consideration, Net Of Working Capital Adjustments And Transaction Costs	$ 111,500
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax		$ 220	92,528	0
Disposal Group, Including Discontinued Operation, Revenue		0	17,361	18,834
Disposal Group, Including Discontinued Operation, Costs of Goods Sold		0	4,286	5,599
Disposal Group, Including Discontinued Operation, Sales and Marketing Expense		0	1,625	2,365
Disposal Group, Including Discontinued Operation, Technology and Development Expense		0	1,188	1,074
Disposal Group, Including Discontinued Operation, General and Administrative Expense		180	971	830
Disposal Group, Including Discontinued Operation, Depreciation and Amortization		0	2,910	4,926
Disposal Group, Including Discontinued Operation, Goodwill Impairment Loss		0	1,923	0
Disposal Group, Including Discontinued Operation, Operating Expense		180	12,903	14,794
Disposal Group, Including Discontinued Operation, Operating Income (Loss)		(180)	4,458	4,040
Disposal Group, Including Discontinued Operation, Interest Income		0	171	1,015
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax		40	97,157	5,055
Discontinued Operation, Tax Effect of Discontinued Operation		0	774	1,610
Income from discontinued operations, net of taxes		$ 40	$ 96,383	$ 3,445
ALG Inc. | Forecast | Subsequent event | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Contingent Consideration, Asset					$ 15,000

Revenue Information and Defer_2

Revenue Information and Deferred Sales Commissions - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract with Customer, Asset, Reclassified to Receivable	$ 2,300,000	$ 2,800,000
Contract asset balance	900,000	2,300,000
Sales commission
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Deferred sales commission	1,800,000	2,400,000
Amortization of capitalized contract costs	1,600,000	$ 1,800,000	$ 2,100,000
Impairment loss	$ 0

Revenue Information and Defer_3

Revenue Information and Deferred Sales Commissions Revenue Information and Deferred Sales Commissions - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue Information
Revenues	$ 231,698	$ 278,678	$ 335,046
Contract with Customer, Asset, Reclassified to Receivable	2,300	2,800
Dealer revenue
Revenue Information
Revenues	222,000	252,928	317,965
OEM incentives revenue
Revenue Information
Revenues	8,676	16,833	16,569
Other revenue
Revenue Information
Revenues	$ 1,022	$ 8,917	$ 512

Property and Equipment, net - S

Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 96,695	$ 86,535
Less: Accumulated depreciation	(77,540)	(65,114)
Total property and equipment, net	19,155	21,421
Computer equipment, software, and internally developed software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	77,237	66,198
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,794	4,610
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 15,664	$ 15,727

Property and Equipment, net - N

Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment capitalized but not placed in service	$ 1,300	$ 900
Total depreciation and amortization expense	16,279	20,547	$ 20,665
Property and Equipment
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expense	14,600	18,100	18,300
Software Development
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 12,200	$ 13,100	$ 12,900

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Intangible assets
Gross Carrying Value	$ 12,690	$ 14,190
Accumulated amortization	(7,740)	(7,590)
Total amortization expense	4,950	6,600
Acquired technology and domain name
Intangible assets
Gross Carrying Value	11,390	11,390
Accumulated amortization	(6,440)	(4,790)
Total amortization expense	4,950	6,600
Customer relationships
Intangible assets
Gross Carrying Value	1,300	2,800
Accumulated amortization	(1,300)	(2,800)
Total amortization expense	$ 0	$ 0

Intangible Assets - Schedule _2

Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Total amortization	$ 1,650	$ 2,400	$ 2,404
Acquired technology and domain name
Finite-Lived Intangible Assets [Line Items]
Total amortization	1,650	1,650	1,654
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Total amortization	$ 0	$ 750	$ 750

Intangible Assets - Schedule _3

Intangible Assets - Schedule of Expected Amortization Expense with Respect to Intangible Assets (Details 2) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Amortization expense for each of the five years through December 31, 2023 and thereafter
2022	$ 1,650
2023	1,650
2024	1,650
Total amortization expense	$ 4,950	$ 6,600

Credit Facility - February 2015

Credit Facility - February 2015 Amended Credit Facility (Details)	Apr. 30, 2021	Feb. 18, 2018USD ($)	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)
Letter of Credit
Line of Credit Facility [Line Items]
Revolving credit facility		$ 10,000,000
Third Amended Credit Facility
Line of Credit Facility [Line Items]
Revolving credit facility		35,000,000
Increase in revolving credit facility (up to)		15,000,000
Aggregate maximum of revolving credit facility		$ 50,000,000
Adjusted quick ratio (at least)		1.25
Outstanding Balance on Credit Facility			$ 0
Amount available under the credit facility			32,600,000	$ 32,200,000
Letters of credit outstanding under the subfacility			$ 2,400,000	$ 2,800,000
Third Amended Credit Facility | Minimum
Line of Credit Facility [Line Items]
Unused revolving line facility fee (as a percent)	0.00%
Third Amended Credit Facility | Maximum
Line of Credit Facility [Line Items]
Unused revolving line facility fee (as a percent)	0.15%
Third Amended Credit Facility | Prime Rate | Minimum
Line of Credit Facility [Line Items]
Interest rate	(0.25%)
Third Amended Credit Facility | Prime Rate | Maximum
Line of Credit Facility [Line Items]
Interest rate	0.25%
Third Amended Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum
Line of Credit Facility [Line Items]
Interest rate	1.75%
Third Amended Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum
Line of Credit Facility [Line Items]
Interest rate	2.25%

Commitments and Contingencies -

Commitments and Contingencies - Reorganization (Details) - Employee severance - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]
Severance Costs		$ 4,600
Restructuring Reserve [Roll Forward]
Beginning balance				$ 381	$ 28
Expense					8,514
Cash Payments				(381)	(8,161)
Ending balance				$ 0	381	$ 28
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Severance Costs						400
Technology and development
Restructuring Cost and Reserve [Line Items]
Severance Costs						900
General and administrative
Restructuring Cost and Reserve [Line Items]
Severance Costs						3,300
Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Severance Costs	$ 8,300
Restructuring Plan | Discontinued Operations
Restructuring Cost and Reserve [Line Items]
Severance Costs					200
Restructuring Plan | Cost of revenue
Restructuring Cost and Reserve [Line Items]
Severance Costs					600
Restructuring Plan | Sales and marketing
Restructuring Cost and Reserve [Line Items]
Severance Costs					5,300
Restructuring Plan | Technology and development
Restructuring Cost and Reserve [Line Items]
Severance Costs					1,600
Restructuring Plan | General and administrative
Restructuring Cost and Reserve [Line Items]
Severance Costs					800
Reorganization Plan
Restructuring Cost and Reserve [Line Items]
Severance Costs			$ 3,000
Reorganization Plan | Discontinued Operations
Restructuring Cost and Reserve [Line Items]
Severance Costs					$ 300
Reorganization Plan | Cost of revenue
Restructuring Cost and Reserve [Line Items]
Severance Costs						300
Reorganization Plan | Sales and marketing
Restructuring Cost and Reserve [Line Items]
Severance Costs						1,000
Reorganization Plan | Technology and development
Restructuring Cost and Reserve [Line Items]
Severance Costs						1,600
Reorganization Plan | General and administrative
Restructuring Cost and Reserve [Line Items]
Severance Costs						$ 100

Commitments and Contingencies_2

Commitments and Contingencies - Legal Proceedings (Details) $ in Thousands	Aug. 02, 2019USD ($)	Aug. 31, 2019action
Loss Contingencies [Line Items]
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)	12 Months Ended
	Dec. 31, 2021
Employment Contracts
Other Commitments [Line Items]
Period of severance obligations (up to)	12 months

Commitments and Contingencies_4

Commitments and Contingencies - Schedule of Purchase Obligations (Details) $ in Thousands	Dec. 31, 2021USD ($)
Purchase obligations
Total	$ 11,050
Less Than 1 Year	7,785
1 - 3 Years	2,963
3 - 5 Years	302
More Than 5 Years	$ 0

Stockholders' Equity - Series A

Stockholders' Equity - Series A Preferred Stock and Stock Repurchases (Details) - USD ($) shares in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	May 31, 2021
Convertible Preferred Stock and Stockholders' Equity
Authorized amount			$ 75,000,000	$ 150,000,000
Repurchase and retired (in shares)	6.1	9.3
Repurchase of common stock	$ 32,300,000	$ 42,200,000
Remaining authorized amount	$ 75,500,000
Stock Repurchase Program, Additional Authorized Amount				$ 75,000,000

Stockholders' Equity - Warrants

Stockholders' Equity - Warrants Issued to USAA and Third Party Marketing Firm (Details) - USAA - Common Stock Purchase Warrants	May 01, 2014tranche$ / sharesshares	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Convertible Preferred Stock and Stockholders' Equity
Warrant expense | $		$ 0	$ 0	$ 0
Affinity Group Marketing Agreement
Convertible Preferred Stock and Stockholders' Equity
Maximum number of shares under warrant agreement	1,458,979
Number of warrant tranches | tranche	2
Affinity Group Marketing Agreement | Tranche One
Convertible Preferred Stock and Stockholders' Equity
Maximum number of shares under warrant agreement	392,313
Exercise price of warrants (in dollars per share) | $ / shares	$ 7.95
Affinity Group Marketing Agreement | Tranche Two
Convertible Preferred Stock and Stockholders' Equity
Maximum number of shares under warrant agreement	1,066,666
Exercise price of warrants (in dollars per share) | $ / shares	$ 15

Stockholders' Equity - Reserve

Stockholders' Equity - Reserve for Unissued Shares of Common Stock (Details)	Dec. 31, 2021shares
Equity [Abstract]
Outstanding stock options	6,078,180
Outstanding restricted stock units	7,536,114
Additional shares available for grant under the equity plans	18,391,638
Total	32,005,932

Stock-based Awards - Narrative

Stock-based Awards - Narrative (Details) $ / shares in Units, $ in Thousands	Jan. 01, 2022shares	Dec. 31, 2015shares	May 31, 2014shares	Dec. 31, 2021USD ($)equity_incentive_plan$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Dec. 31, 2019USD ($)$ / shares
Stock-based Awards
Number of equity incentive plans | equity_incentive_plan				4
Future issuance				32,005,932
Total stock-based compensation expense | $				$ 20,395	$ 23,077	$ 36,462
Outstanding stock options (in shares)				6,078,180
Number of non-vested RSUs (in shares)				7,536,114
Additional shares available for grant under the equity plans				18,391,638
Dividend yield				0.00%	0.00%	0.00%
Certain executive-level employees
Stock-based Awards
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $						$ 7,200
Common Stock
Stock-based Awards
Closing price of common stock (in dollars per share) | $ / shares				$ 3.40
Options to Purchase Common Stock
Stock-based Awards
Shares of common stock, grants to purchase				925,862
Total remaining stock-based compensation expense for unvested option awards | $				$ 4,400
Weighted-average period				2 years 7 months 6 days
Weighted-average grant-date fair value per share of options granted (in dollars per share) | $ / shares				$ 2.78	$ 1.88	$ 3.97
Total stock-based compensation expense | $				$ 3,700	$ 5,500	$ 13,300
Total intrinsic value of options exercised | $				$ 700	$ 100	500
Weighted average exercise price (in dollars per share) | $ / shares				$ 4.74
Outstanding stock options (in shares)				6,078,180	10,009,282
Weighted average exercise price (in dollars per share) | $ / shares				$ 9.24	$ 9.58
Restricted Stock Units (RSUs)
Stock-based Awards
Total remaining stock-based compensation expense for unvested option awards | $				$ 29,800
Weighted-average period				2 years 8 months 12 days
Total stock-based compensation expense | $				$ 16,700	$ 17,600	23,200
Fair value of shares of restricted stock awards vested | $				$ 15,800	$ 11,600	$ 16,000
Weighted average grant date fair value (in dollars per share) | $ / shares				$ 4.64	$ 3.08	$ 6.36
Shares granted				6,173,367
Number of non-vested RSUs (in shares)				7,536,114	6,918,474
Weighted average grant date fair value (in dollars per share) | $ / shares				$ 4.60	$ 4.63
2014 Plan
Stock-based Awards
Annual increase in the number of shares available for future issuance under the terms of the plan agreement			10,000,000
Annual increase in the number of shares available for future issuance expressed as a percentage of the total outstanding shares of common stock as of the last day of the previous fiscal year			5.00%
Future issuance				16,551,638
2014 Plan | Options to Purchase Common Stock
Stock-based Awards
Vesting period			4 years
Expiration period			10 years
2014 Plan | Restricted Stock Units (RSUs) | Minimum
Stock-based Awards
Vesting period			4 years
2014 Plan | Restricted Stock Units (RSUs) | Maximum
Stock-based Awards
Vesting period			5 years
2014 Plan | Subsequent event
Stock-based Awards
Additional shares registered (in shares)	4,810,662
Inducement Plan
Stock-based Awards
Future issuance				1,840,000
Shares of common reserved for issuance under non-qualified stock options				1,840,000
Shares of common stock, grants to purchase		1,840,000

Stock-based Awards - Schedule o

Stock-based Awards - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of Options
Outstanding at the end of the period (in shares)	6,078,180
Options to Purchase Common Stock
Number of Options
Outstanding at the beginning of period (in shares)	10,009,282
Granted (in shares)	925,862
Exercised (in shares)	(404,571)
Canceled/forfeited (in shares)	(4,452,393)
Outstanding at the end of the period (in shares)	6,078,180	10,009,282
Vested and expected to vest at the end of the period (in shares)	6,078,180
Exercisable at the end of the period (in shares)	4,296,424
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)	$ 9.58
Granted (in dollars per share)	4.74
Exercised (in dollars per share)	3.44
Canceled/forfeited (in dollars per share)	9.59
Outstanding at the end of the period (in dollars per share)	9.24	$ 9.58
Vested and expected to vest at the end of the period (in dollars per share)	9.24
Exercisable at the end of the period (in dollars per share)	$ 11.23
Weighted-Average Remaining Contractual Life
Outstanding at the end of the period	6 years 2 months 12 days	5 years 1 month 6 days
Vested and expected to vest at the end of the period	6 years 2 months 12 days
Exercisable at the end of the period	5 years 2 months 12 days
Aggregate Intrinsic Value
Intrinsic value of all outstanding options	$ 0.8
Intrinsic value of options vested and expected to vest	0.8
Intrinsic value of exercisable options	$ 0.3

Stock-based Awards - Schedule_2

Stock-based Awards - Schedule of Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Shares
Non-vested at the end of the period (in dollars per share)	7,536,114
Weighted-Average Grant Date Fair Value
Total stock-based compensation expense	$ 20,395	$ 23,077	$ 36,462
Restricted Stock Units (RSUs)
Stock-based Awards
Fair value of shares of restricted stock awards vested	$ 15,800	$ 11,600	$ 16,000
Number of Shares
Non-vested at the beginning of period (in shares)	6,918,474
Granted (in shares)	6,173,367
Vested (in shares)	(3,397,105)
Canceled/forfeited (in shares)	(2,158,622)
Non-vested at the end of the period (in dollars per share)	7,536,114	6,918,474
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)	$ 4.63
Granted (in dollars per share)	4.64	$ 3.08	$ 6.36
Vested (in dollars per share)	4.74
Canceled/forfeited (in dollars per share)	4.57
Non-vested at the end of the period (in dollars per share)	$ 4.60	$ 4.63
Total stock-based compensation expense	$ 16,700	$ 17,600	$ 23,200

Stock-based Awards - Schedule_3

Stock-based Awards - Schedule of Fair Value of Stock Option Award (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Risk-free interest rate	0.95%	0.52%	2.32%
Expected term	6 years 18 days	6 years 7 days	6 years 25 days
Expected volatility (as a percent)	65.00%	65.00%	60.00%
Dividend yield	0.00%	0.00%	0.00%

Stock-based Awards - Schedule_4

Stock-based Awards - Schedule of Stock-based Compensation Cost Relating to Stock Options, Restricted Stock Awards, and RSUs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 20,395	$ 23,077	$ 36,462
Amount capitalized to internal-use software	1,296	1,322	1,670
Total stock-based compensation cost	21,691	24,399	38,132
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	227	556	1,284
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	6,958	8,258	12,971
Technology and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	4,489	4,966	8,095
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 8,721	$ 9,297	$ 14,112

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of the Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ (119)	$ 0	$ 0
State	262	88	15
Total current provision	143	88	15
Deferred:
Federal	43	(60)	(1,118)
State	20	(34)	(218)
Total deferred provision (benefit)	63	(94)	(1,336)
Total income tax provision (benefit)	$ 206	$ (6)	$ (1,321)

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Income tax (benefit) provision	$ 206	$ (6)	$ (1,321)
Cumulative Ownership Change, Period	3 years
Reduction of deferred tax assets	$ 12,300	3,200
Valuation allowance	94,117	95,042	111,193	$ 109,625
Increase (decrease) based on tax positions in prior period	3,504	3,500
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	3,300	7,600
Unrecognized tax benefit to decrease	1,100
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	301,400
Operating loss carryforwards, subject to expiration	248,200
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration	53,200
Federal | Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit carryforwards	13,400
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	236,000
State and Local Jurisdiction | Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit carryforwards	11,000
Maximum
Operating Loss Carryforwards [Line Items]
Income tax (benefit) provision	(200)	$ (100)
Unrecognized Tax Benefits that Would Impact Effective Tax Rate			$ 100
Maximum | Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration	15,200
Maximum | State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration	$ 500

Income Taxes - Schedule of Over

Income Taxes - Schedule of Overall Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income tax benefit based on the federal statutory rate (as a percent)	21.00%	21.00%	21.00%
State income taxes, net of federal benefit (as a percent)	4.40%	35.70%	(2.10%)
Nondeductible expenses (as a percent)	3.20%	(3.20%)	(3.10%)
Change in valuation allowance (as a percent)	2.40%	(49.90%)	(3.10%)
Stock-based compensation (as a percent)	(8.60%)	(23.20%)	(10.50%)
Research and development tax credits (as a percent)	(20.10%)	25.10%	0.00%
Effective Income Tax Rate Reconciliation, Tax Contingency, Percent	(2.80%)	0.00%	0.00%
Goodwill impairment (as a percent)	0.00%	(5.50%)	0.00%
Overall effective income tax rate (as a percent)	(0.50%)	0.00%	2.20%

Income Taxes - Schedule of Co_2

Income Taxes - Schedule of Components of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred income tax assets:
Net operating loss carryforwards	$ 77,634	$ 70,828
Stock-based compensation	6,550	9,406
Accrued expenses	914	1,861
Research and development tax credits	6,405	13,421
Operating leases liabilities	7,662	9,026
Intangible assets and goodwill	1,205	1,405
Other	1,176	3
Gross deferred tax assets	101,546	105,950
Valuation allowance	(94,117)	(95,042)	$ (111,193)	$ (109,625)
Net deferred tax assets	7,429	10,908
Deferred tax liabilities:
Property, equipment and software	(1,363)	(1,934)
Capitalized commissions	(427)	(578)
§481(a) Adjustment - ASC 606	0	(186)
Operating lease assets	(5,742)	(7,097)
Contingent consideration from divestiture	0	(1,153)
Gross deferred tax liabilities	(7,532)	(10,948)
Total net deferred tax liabilities	(103)	(40)
Reduction of deferred tax assets	$ 12,300	$ 3,200

Income Taxes - Schedule of Chan

Income Taxes - Schedule of Change in Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Valuation allowance, at beginning of year	$ 95,042	$ 111,193	$ 109,625
Decrease in valuation allowance - operating lease impact	0	0	(915)
Valuation allowance, at beginning of year, as adjusted		95,042	111,193	$ 108,710
Increase in valuation allowance	0	0	2,483
Decrease in valuation allowance	(925)	(16,151)	0
Valuation allowance, at end of year	$ 94,117	$ 95,042	$ 111,193

Income Taxes - Schedule of Reco

Income Taxes - Schedule of Reconciliation of Total Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefit, beginning of year	$ 7,640	$ (3)	$ (3)
Increase (decrease) based on tax positions in prior period		1,447	0
Increase (decrease) based on tax positions in prior period	(3,504)	(3,500)
Increase based on tax positions in current period	1,101	6,196	0
Unrecognized tax benefit, end of year	5,237	7,640	(3)
Deferred income taxes	63	(743)	215
Provision for (benefit from) income taxes	206	$ (6)	$ (1,321)
Unrecognized tax benefit to decrease	$ 1,100

Net Income (Loss) Per Share - S

Net Income (Loss) Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net (loss) income	$ (38,329)	$ 76,544	$ (54,890)
Loss from continuing operations	(38,369)	(19,839)	(58,335)
Income from discontinued operations, net of taxes	$ 40	$ 96,383	$ 3,445
Weighted-average common shares outstanding, basic and diluted	97,352	106,315	105,805
(Loss) income per share, basic and diluted
Continuing operations (in dollars per share)	$ (0.39)	$ (0.19)	$ (0.55)
Discontinued operations (in dollars per share)	$ 0	$ 0.91	$ 0.03

Net Income (Loss) Per Share -_2

Net Income (Loss) Per Share - Schedule of Anti-dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share (Details 2) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share attributable to common stockholders	13,614	17,437	17,976
Options to purchase common stock
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share attributable to common stockholders	6,078	10,009	10,626
Common stock warrants
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share attributable to common stockholders	0	510	1,459
Unvested restricted stock units
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share attributable to common stockholders	7,536	6,918	5,891

Employee Benefit Plan (Details)

Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Matching contributions to 401(k) savings retirement plan	$ 1.7	$ 1.7	$ 2.3

Related Party Transactions - Tr

Related Party Transactions - Transactions with USAA (Details) - USD ($)	8 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Revenues		$ 231,698,000	$ 278,678,000	$ 335,046,000
Amounts due from related party		0	0
Total amounts due		0	0
USAA
Related Party Transaction [Line Items]
Revenues	$ 20,000,000
USAA
Related Party Transaction [Line Items]
Revenue from Related Parties		9,300,000
USAA | Sales and marketing
Related Party Transaction [Line Items]
Costs under agreement		$ 1,900,000	$ 23,200,000

Related Party Transactions - _2

Related Party Transactions - Transactions with Accu-Trade (Details) - Accu-Trade, LLC - USD ($) $ in Millions	11 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Outstanding equity interest acquired, percent		20.00%
Due to related party		$ 1.1	$ 0.9
Sales
Related Party Transaction [Line Items]
Costs under agreement	$ 1.2	1	1.2
Cost of revenue
Related Party Transaction [Line Items]
Costs under agreement	$ 1	$ 5.4	$ 1.7

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Millions	Feb. 02, 2022	Mar. 31, 2022	Dec. 31, 2021
Accu-Trade, LLC
Subsequent Event [Line Items]
Outstanding equity interest acquired, percent			20.00%
Subsequent event
Subsequent Event [Line Items]
Initial cash consideration	$ 12.8
Subsequent event | Accu-Trade, LLC
Subsequent Event [Line Items]
Cash held in escrow	$ 3.2
Subsequent event | Accu-Trade, LLC
Subsequent Event [Line Items]
Outstanding equity interest acquired, percent	20.00%
Subsequent event | Accu-Trade, LLC | Accu-Trade, LLC
Subsequent Event [Line Items]
Period After Transaction Closes	75 days
Period Of Days Notice		60 days