TrueCar (TRUE) 10-Q 10 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 06, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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	1401 Ocean Ave
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90401
City Area Code	800
Local Phone Number	200-2000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TRUE
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		90,421,941
Entity Central Index Key	0001327318
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 234,782	$ 245,217
Accounts receivable, net of allowances of $2,513 and $3,099 at March 31, 2022 and December 31, 2021, respectively	15,108	16,710
Prepaid expenses	6,004	6,145
Other current assets	6,015	1,866
Total current assets	261,909	269,938
Property and equipment, net	18,880	19,155
Operating lease right-of-use assets	22,508	23,605
Goodwill	51,205	51,205
Intangible assets, net	4,538	4,950
Equity method investment	0	14,500
Other assets	4,316	4,317
Total assets	363,356	387,670
Current liabilities
Accounts payable (includes related party payables of $599 and $1,128 at March 31, 2022 and December 31, 2021, respectively)	11,084	11,364
Accrued employee expenses	3,010	5,187
Operating lease liabilities, current	5,381	5,253
Accrued expenses and other current liabilities	9,746	9,677
Total current liabilities	29,221	31,481
Deferred tax liabilities	119	103
Operating lease liabilities, net of current portion	24,789	26,300
Total liabilities	54,129	57,884
Commitments and contingencies (Note 7)
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively; no shares issued and outstanding at March 31, 2022 and December 31, 2021	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively; 93,586,995 and 96,213,243 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	10	10
Additional paid-in capital	715,478	723,623
Accumulated deficit	(406,261)	(393,847)
Total stockholders’ equity	309,227	329,786
Total liabilities and stockholders’ equity	$ 363,356	$ 387,670

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivables- current	$ 2,513	$ 3,099
Related party accounts payable- current	$ 599	$ 1,128
Preferred stock, par value ( in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, share issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per shares)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	93,586,995	96,213,243
Common stock, shares outstanding (in shares)	93,586,995	96,213,243

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenues	$ 43,533	$ 65,105
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented separately below)	4,946	5,458
Sales and marketing	27,081	40,099
Technology and development	10,255	11,193
General and administrative	11,724	12,678
Depreciation and amortization	3,660	4,312
Total costs and operating expenses	57,666	73,740
Loss from operations	(14,133)	(8,635)
Interest income	27	15
Other income	0	625
Gain (loss) from equity method investment	1,749	(329)
Loss before income taxes	(12,357)	(8,324)
Provision for income taxes	57	94
Net loss	$ (12,414)	$ (8,418)
Net loss per share, basic and diluted
Continuing operations, basic (in dollars per share)	$ (0.13)	$ (0.09)
Continuing operations, diluted (in dollars per share)	$ (0.13)	$ (0.09)
Weighted average common shares outstanding, basic (in shares)	95,924	98,581
Weighted average common shares outstanding, diluted (in shares)	95,924	98,581
Other comprehensive loss:
Comprehensive loss	$ (12,414)	$ (8,418)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common stock	APIC	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		99,690,942
Beginning balance at Dec. 31, 2020	$ 382,782	$ 10	$ 738,290	$ (355,518)
Increase (Decrease) in Stockholders' Equity
Net loss	(8,418)			(8,418)
Repurchase of common stock (in shares)		(1,683,692)
Repurchase of common stock	(7,829)		(7,829)
Stock-based compensation	6,732		6,732
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		660,311
Shares issued in connection with employee stock plan, net of shares withheld for employee taxes	(1,075)		(1,075)
Ending balance (in shares) at Mar. 31, 2021		98,667,561
Ending balance at Mar. 31, 2021	$ 372,192	$ 10	736,118	(363,936)
Beginning balance (in shares) at Dec. 31, 2021	96,213,243	96,213,243
Beginning balance at Dec. 31, 2021	$ 329,786	$ 10	723,623	(393,847)
Increase (Decrease) in Stockholders' Equity
Net loss	(12,414)			(12,414)
Repurchase of common stock (in shares)		(3,107,370)
Repurchase of common stock	(11,028)		(11,028)
Stock-based compensation	3,744		3,744
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		481,122
Shares issued in connection with employee stock plan, net of shares withheld for employee taxes	$ (861)		(861)
Ending balance (in shares) at Mar. 31, 2022	93,586,995	93,586,995
Ending balance at Mar. 31, 2022	$ 309,227	$ 10	$ 715,478	$ (406,261)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Cash Flows [Abstract]
Net loss	$ (12,414)	$ (8,418)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	3,660	4,312
Deferred income taxes	16	17
Bad debt expense and other reserves	160	232
Stock-based compensation	3,498	6,385
Increase in the fair value of contingent consideration liability	0	31
Amortization of lease right-of-use assets	1,097	1,068
(Gain) loss from equity method investment	(1,749)	329
Other noncash expense	315	125
Changes in operating assets and liabilities:
Accounts receivable	1,442	4,383
Prepaid expenses and other assets	(149)	2,205
Accounts payable	(249)	717
Accrued employee expenses	(1,529)	(1,745)
Operating lease liabilities	(1,383)	(1,253)
Accrued expenses and other current liabilities	(180)	(2,607)
Other liabilities	0	(302)
Net cash (used in) provided by operating activities	(7,465)	5,479
Cash flows from investing activities
Purchase of property and equipment	(3,379)	(2,816)
Proceeds from Sale of Equity Method Investments	12,800	0
Net cash provided by (used in) investing activities - continuing operations	9,421	(2,816)
Net cash provided by investing activities - discontinued operations	0	7,500
Net cash provided by investing activities	9,421	4,684
Cash flows from financing activities
Proceeds from exercise of common stock options	163	567
Taxes paid related to net share settlement of equity awards	(1,024)	(1,642)
Payments for the repurchase of common stock	(11,530)	(7,829)
Net cash used in financing activities	(12,391)	(8,904)
Net (decrease) increase in cash and cash equivalents	(10,435)	1,259
Cash and cash equivalents at beginning of period	234,782	274,573
Cash and cash equivalents at end of period	245,217	273,314
Supplemental disclosures of non-cash activities
Stock-based compensation capitalized for software development	246	347
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	$ 588	$ 585

Organization and Nature of Busi

Organization and Nature of Business	3 Months Ended
	Mar. 31, 2022
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. and DealerScience, LLC are collectively referred to as “TrueCar” or the “Company”; TrueCar Dealer Solutions, Inc. is referred to as “TCDS” and DealerScience, LLC is referred to as “DealerScience.” TrueCar was incorporated in the state of Delaware in February 2005 and began business operations in April 2005. Its principal corporate offices are located in Santa Monica, California. TrueCar is a digital automotive marketplace that (i) provides pricing transparency about what other people paid for their cars and enables consumers to engage with TrueCar Certified Dealers who are committed to providing a superior purchase experience; (ii) empowers Certified Dealers to attract these informed, in-market consumers in a cost-effective, accountable manner; and (iii) allows automobile manufacturers (“OEMs”) to more effectively target their incentive spending at deep-in-market consumers during their purchase process. TrueCar has established a diverse software ecosystem on a common technology infrastructure, powered by proprietary data and analytics. Consumers access TrueCar’s platform through the TrueCar.com website and TrueCar mobile applications or through the car buying websites and mobile applications that TrueCar operates for its affinity group marketing partners (“Auto Buying Programs”). An affinity group is comprised of a network of members or employees that provides discounts to its members. Through its subsidiary TCDS, the Company provides its TrueCar Trade and Payments products. Our Trade solution gives consumers information on the value of their trade-in vehicles and enables them to obtain a guaranteed trade-in price before setting foot in the dealership. This valuation is, in turn, backed by a third-party guarantee to dealers that the vehicles will be repurchased at the indicated price if the dealer does not want to keep them. The Company’s Payments solution leverages the digital retailing technology of its DealerScience subsidiary, acquired in December 2018, to help consumers calculate accurate monthly payments.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, some information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2021, and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on February 24, 2022. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of TrueCar and its wholly owned subsidiaries. Business acquisitions are included in the Company’s condensed consolidated financial statements from the date of the acquisition. The Company’s purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. Equity investments through which the Company is able to exercise significant influence over but does not control the investee and is not the primary beneficiary of the investee’s activities are accounted for using the equity method. The Company’s share of the income or loss from equity method investments is recognized on a one-quarter lag due to the timing and availability of financial information. Divestitures are included in the Company’s consolidated statements through the date of disposition. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities that are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, contract assets, the 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, the valuation and assumptions underlying stock-based compensation and other equity instruments, and valuation of derivatives. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engaged valuation specialists to assist with management’s determination of the fair values of its single reporting unit related to goodwill impairment, right-of-use assets and lease liabilities, assets and liabilities assumed in business combinations, assets and liabilities of its equity method investment and performance-based stock units. Segments The Company has one operating segment. From January 1, 2022 through March 31, 2022, the Company’s chief operating decision maker (the “CODM”) was comprised of both the President and Chief Executive Officer and the Chief Financial Officer and Chief Operating 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 12). All of the Company’s principal operations, decision-making functions and assets are located in the United States. Allowance for Doubtful Accounts The Company determines its allowance for doubtful accounts based on historical write-off experience and specific circumstances that make it likely that recovery will not occur. The Company reviews the allowance for doubtful accounts periodically and assesses the aging of account balances, with an emphasis on those that are past due over ninety days. Account balances are charged off against the allowance when the Company determines that it is probable the receivable will not be recovered. The Company considers the need to adjust historical information to reflect the extent to which the Company expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated. The primary current and future economic indicators that the Company uses to develop its current estimate of expected credit losses include the current and forecast U.S. Gross Domestic Product (GDP). The Company calculates the expected credit losses on a pool basis for those trade receivables that have similar risk characteristics. For those trade receivables that do not share similar risk characteristics, the allowance for doubtful accounts is calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include revenue billing model and aging status. The following table summarizes the changes in the allowance for doubtful accounts and sales allowances (in thousands): Three Months Ended 2022 2021 Allowances, at beginning of period $ 3,099 $ 7,147 Charged as a reduction of revenue 790 1,279 Charged to bad debt expense in general and administrative expenses 160 232 Write-offs, net of recoveries (1,536) (2,509) Allowances, at end of period $ 2,513 $ 6,149

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets, liabilities, or funds. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value because of the short maturity of these items. The Company recorded a derivative asset for the escrow payment upon the sale of the equity method investment in Accu-Trade in March 2022. Derivatives are measured at fair value based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair-value hierarchy. The valuation of derivatives uses assumptions the Company believes a market participant would make. At March 31, 2022, the Company recorded a derivative asset of $2.9 million in the other current assets line item on the condensed consolidated balance sheets. The Company assesses the fair value estimates on an ongoing basis as it obtains additional data impacting the assumptions. Changes in the fair value of derivatives related to updated assumptions and estimates are recognized within the condensed consolidated statements of comprehensive loss. For the three months ended March 31, 2022, the Company recorded a gain of $1.7 million from changes in fair value of the derivative asset in the gain (loss) from equity method investment line item on the condensed consolidated statements of comprehensive loss. The Company determined the fair value of the derivative asset using the probability-adjusted discounted cash flow method. Because the settlement of the derivative asset is based on achievement of certain criteria during a 75 calendar days window after the sale, the significant unobservable inputs used in the fair value measurement of the derivative asset are the probabilities of meeting those criteria. The probabilities were estimated at 90% at March 31, 2022. Significant increases or decreases in the probabilities of meeting the criteria would result in a significantly higher or lower fair value measurement, respectively. The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 by level within the fair value hierarchy. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At March 31, 2022 At December 31, 2021 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 223,344 $ — $ — $ 223,344 $ 234,763 $ — $ — $ 234,763 Derivative asset $ — $ — $ 2,850 $ 2,850 $ — $ — $ — $ — Total assets $ 223,344 $ — $ 2,850 $ 226,194 $ 234,763 $ — $ — $ 234,763

Property and Equipment, net

Property and Equipment, net	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment consisted of the following at March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Computer equipment, software, and internally developed software $ 80,052 $ 77,237 Furniture and fixtures 3,211 3,794 Leasehold improvements 12,609 15,664 95,872 96,695 Less: Accumulated depreciation (76,992) (77,540) Total property and equipment, net $ 18,880 $ 19,155 Included in the table above are property and equipment of $1.2 million and $1.3 million at March 31, 2022 and December 31, 2021, respectively, which are capitalizable but had not yet been placed in service. These balances were comprised primarily of capitalized software not ready for its intended use. Total depreciation and amortization expense of property and equipment was $3.2 million and $3.9 million for the three months ended March 31, 2022 and 2021, respectively.

Credit Facility

Credit Facility	3 Months Ended
	Mar. 31, 2022
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 $50.0 million. The Credit Facility bears interest, at the Company’s option, at either (i) the prime rate published by The Wall Street Journal, plus a spread of -0.25% to 0.25%, 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 0.00% to 0.15% per annum based on the Company’s adjusted quick ratio. The Credit Facility requires the Company to maintain an adjusted quick ratio of at least 1.25 to 1.00 on the last day of each quarter. The Credit Facility also limits the Company’s ability to pay dividends. At March 31, 2022 and December 31, 2021, the Company was in compliance with the Credit Facility’s financial covenants. The Company’s future material domestic subsidiaries are required, upon the lender’s request, to become co-borrowers under the Credit Facility. Additionally, the Credit Facility contains acceleration clauses that accelerate any borrowings in the event of default. The Company’s obligations and those of its future material domestic subsidiaries are collateralized by substantially all of their respective assets, subject to certain exceptions and limitations. At March 31, 2022, the Company had no outstanding amounts under the Credit Facility and the amount available was $32.6 million, reduced for the letters of credit issued and outstanding under the subfacility of $2.4 million.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. The Company is not currently a party to any material legal proceedings, other than as described below. Stockholder Litigation Milbeck Federal Securities Litigation In March 2018, Leon Milbeck filed a putative securities class action complaint against the Company in the U.S. District Court for the Central District of California (the “Milbeck Federal Securities Litigation”). The complaint, as amended, sought an award of unspecified damages, interest, attorney’s fees and equitable relief based on allegations that the defendants made false or misleading statements about our business, operations, prospects and performance during a purported class period of February 16, 2017 through November 6, 2017 in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, and that the defendants made actionable misstatements in violation of Section 11 of the Securities Act in connection with the Company’s secondary offering that occurred during the class period. The amended complaint named the Company certain of its then-current and former officers and directors as defendants. On May 26, 2020, the case was dismissed pursuant to a settlement. As a result, the Milbeck Federal Securities Litigation has been 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 March 31, 2022 as the Company does not believe a loss is probable or reasonably estimable. Lee Derivative Litigation In December 2019, Sulgi Lee, a purported stockholder, filed a derivative action in the Delaware Court of Chancery (the “Lee Derivative Litigation”) alleging a variety of claims nominally on the Company’s behalf arising out of alleged breaches of fiduciary duty under Delaware law based upon substantially the same factual allegations as the Milbeck Federal Securities Litigation. The complaint named the Company, certain of its then-current and former directors and officers and USAA as defendants. The plaintiff seeks an award of damages against the defendants on the Company’s behalf and various alleged corporate governance reforms. On May 5, 2020, the court entered the parties’ stipulation to stay this litigation pending the outcome of the motions to dismiss in the Delaware Consolidated Derivative Litigation. Following the dismissal of the Delaware Consolidated Derivative Litigation, on December 22, 2020, the court entered the parties’ further stipulation to stay the Lee Derivative Litigation pending the outcome of the Special Committee’s investigation. Following the Board’s action on the Special Committee’s recommendation, which is described 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 March 31, 2022 as the Company does not believe a loss is probable or reasonably estimable. Employment Contracts The Company has entered into employment contracts with certain executives of the Company. Employment under these contracts is at-will employment. However, under the provisions of the contracts, the Company would incur severance obligations of up to twelve months of the executive’s annual base salary for certain events such as involuntary terminations. Indemnifications In the ordinary course of business, the Company may provide indemnities of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or intellectual property infringement claims made by third parties. While the Company’s future obligations under certain of

Stock-based Awards

Stock-based Awards	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-based Awards	Stock-based Awards Stock Options A summary of the Company’s stock option activity for the three months ended March 31, 2022 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding at December 31, 2021 6,078,180 $ 9.24 6.2 Granted — — Exercised (60,985) 2.68 Forfeited/expired (297,208) 7.30 Outstanding at March 31, 2022 5,719,987 $ 9.41 5.6 At March 31, 2022, total remaining stock-based compensation expense for unvested stock option awards was $3.3 million, which is expected to be recognized over a weighted-average period of 2.6 years. For the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense for stock option awards of $0.4 million and $1.6 million, respectively. Restricted Stock Units Activity in connection with restricted stock units is as follows for the three months ended March 31, 2022: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2021 7,536,114 $ 4.60 Granted 5,286,739 4.24 Vested (704,409) 4.66 Forfeited (628,698) 4.91 Non-vested — March 31, 2022 11,489,746 $ 4.41 At March 31, 2022, total remaining stock-based compensation expense for non-vested restricted stock units was $45.9 million, which is expected to be recognized over a weighted-average period of 3.1 years. For the three months ended March 31, 2022 and 2021, the Company recorded $3.1 million and $4.8 million in stock-based compensation expense for restricted stock units, respectively. Stock-based Compensation Cost The Company recorded stock-based compensation cost relating to stock options and restricted stock units in the following categories on the accompanying condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended 2022 2021 Cost of revenue $ 37 $ 71 Sales and marketing 1,175 2,959 Technology and development 900 1,188 General and administrative 1,386 2,167 Total stock-based compensation expense 3,498 6,385 Amount capitalized to internal software use 246 347 Total stock-based compensation cost $ 3,744 $ 6,732

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, tax amortization of goodwill and changes in the Company’s valuation allowance. The Company recorded income tax expense of less than $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. For the three months ended March 31, 2022 and 2021, the Company’s provision for income taxes primarily reflects tax expense associated with state income taxes and the amortization of tax-deductible goodwill that is not an available source of income to realize deferred tax assets. The Company continues to maintain a full valuation allowance as it is more likely than not that the Company’s net deferred tax assets will not be realized. There were no material changes to the Company’s unrecognized tax benefits in the three months ended March 31, 2022. In the fourth quarter of 2021, there was a $1.1 million increase in unrecognized tax benefit 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 during the fiscal year as a result of proposed filing of application for a change in accounting method with the filing of the tax return. 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 IRS and various state taxing authorities. The Company is not currently under Internal Revenue Service or state tax examination.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended 2022 2021 Net loss $ (12,414) $ (8,418) Weighted average common shares outstanding, basic and diluted 95,924 98,581 Net loss per share, basic and diluted $ (0.13) $ (0.09) The following table presents the number of anti-dilutive shares excluded from the calculation of diluted loss per share at March 31, 2022 and 2021 (in thousands): March 31, 2022 2021 Options to purchase common stock 5,720 9,855 Common stock warrants — 510 Non-vested restricted stock unit awards 11,490 7,225 Total shares excluded from net loss per share 17,210 17,590 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 three months ended March 31, 2022 the Company repurchased and retired a total of 3.1 million shares under the Program for $11.0 million. As of March 31, 2022, the Company had a remaining authorization of $64.5 million for future share repurchases.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsTransactions with Accu-TradeOn March 1, 2022, the Company sold its 20% ownership interests in Accu-Trade at the investment’s carrying value and no longer considers Accu-Trade a related party after the sale. The Company recognized contra-revenue of $0.1 million and $0.3 million and cost of revenue of $1.1 million and $1.2 million for the two months ended March 1, 2022 and the three months ended March 31, 2021, respectively, related to a software and data licensing agreement that was terminated as part of the sale. The Company had amounts due to Accu-Trade included in accounts payable at March 31, 2022 and December 31, 2021 of $0.6 million and $1.1 million, respectively.

Revenue Information

Revenue Information	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue Information	Revenue Information Disaggregation of Revenue The Company disaggregates revenue into three revenue streams: dealer revenue, OEM incentives revenue, and other revenue. The following table presents the Company’s revenue categories during the periods presented (in thousands): Three Months Ended 2022 2021 Dealer revenue $ 42,286 $ 62,057 OEM incentives revenue 1,028 2,797 Other revenue 219 251 Total revenues $ 43,533 $ 65,105 Contract Balances

Discontinued Operations and Dis

Discontinued Operations and Disposal Groups	3 Months Ended
	Mar. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Discontinued OperationsOn 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. 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 condensed consolidated statements of cash flows. No income or loss from discontinued operations was recognized in the first quarter of 2021 and 2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, some information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2021, and include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented.
Principles of consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of TrueCar and its wholly owned subsidiaries. Business acquisitions are included in the Company’s condensed consolidated financial statements from the date of the acquisition. The Company’s purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. Equity investments through which the Company is able to exercise significant influence over but does not control the investee and is not the primary beneficiary of the investee’s activities are accounted for using the equity method. The Company’s share of the income or loss from equity method investments is recognized on a one-quarter lag due to the timing and availability of financial information. Divestitures are included in the Company’s consolidated statements through the date of disposition. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities that are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, contract assets, the 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, the valuation and assumptions underlying stock-based compensation and other equity instruments, and valuation of derivatives. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engaged valuation specialists to assist with management’s determination of the fair values of its single reporting unit related to goodwill impairment, right-of-use assets and lease liabilities, assets and liabilities assumed in business combinations, assets and liabilities of its equity method investment and performance-based stock units.
Segments	Segments The Company has one operating segment. From January 1, 2022 through March 31, 2022, the Company’s chief operating decision maker (the “CODM”) was comprised of both the President and Chief Executive Officer and the Chief Financial Officer and Chief Operating 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 12). All of the Company’s principal operations, decision-making functions and assets are located in the United States.
Allowance for doubtful accounts	Allowance for Doubtful Accounts The Company determines its allowance for doubtful accounts based on historical write-off experience and specific circumstances that make it likely that recovery will not occur. The Company reviews the allowance for doubtful accounts periodically and assesses the aging of account balances, with an emphasis on those that are past due over ninety days. Account balances are charged off against the allowance when the Company determines that it is probable the receivable will not be recovered. The Company considers the need to adjust historical information to reflect the extent to which the Company expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated. The primary current and future economic indicators that the Company uses to develop its current estimate of expected credit losses include the current and forecast U.S. Gross Domestic Product (GDP). The Company calculates the expected credit losses on a pool basis for those trade receivables that have similar risk characteristics. For those trade receivables that do not share similar risk characteristics, the allowance for doubtful accounts is calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include revenue billing model and aging status.
Fair value measurements	Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets, liabilities, or funds. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value because of the short maturity of these items.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of changes in the allowance for doubtful accounts and sales allowances	The following table summarizes the changes in the allowance for doubtful accounts and sales allowances (in thousands): Three Months Ended 2022 2021 Allowances, at beginning of period $ 3,099 $ 7,147 Charged as a reduction of revenue 790 1,279 Charged to bad debt expense in general and administrative expenses 160 232 Write-offs, net of recoveries (1,536) (2,509) Allowances, at end of period $ 2,513 $ 6,149

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Summary of financial assets measured at fair value on a recurring basis	The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 by level within the fair value hierarchy. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): At March 31, 2022 At December 31, 2021 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 223,344 $ — $ — $ 223,344 $ 234,763 $ — $ — $ 234,763 Derivative asset $ — $ — $ 2,850 $ 2,850 $ — $ — $ — $ — Total assets $ 223,344 $ — $ 2,850 $ 226,194 $ 234,763 $ — $ — $ 234,763

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Computer equipment, software, and internally developed software $ 80,052 $ 77,237 Furniture and fixtures 3,211 3,794 Leasehold improvements 12,609 15,664 95,872 96,695 Less: Accumulated depreciation (76,992) (77,540) Total property and equipment, net $ 18,880 $ 19,155

Stock-based Awards (Tables)

Stock-based Awards (Tables)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Summary of stock option activity	A summary of the Company’s stock option activity for the three months ended March 31, 2022 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding at December 31, 2021 6,078,180 $ 9.24 6.2 Granted — — Exercised (60,985) 2.68 Forfeited/expired (297,208) 7.30 Outstanding at March 31, 2022 5,719,987 $ 9.41 5.6
Schedule of activity in connection with restricted stock	Activity in connection with restricted stock units is as follows for the three months ended March 31, 2022: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2021 7,536,114 $ 4.60 Granted 5,286,739 4.24 Vested (704,409) 4.66 Forfeited (628,698) 4.91 Non-vested — March 31, 2022 11,489,746 $ 4.41
Schedule of stock-based compensation cost relating to stock options and restricted stock awards	The Company recorded stock-based compensation cost relating to stock options and restricted stock units in the following categories on the accompanying condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended 2022 2021 Cost of revenue $ 37 $ 71 Sales and marketing 1,175 2,959 Technology and development 900 1,188 General and administrative 1,386 2,167 Total stock-based compensation expense 3,498 6,385 Amount capitalized to internal software use 246 347 Total stock-based compensation cost $ 3,744 $ 6,732

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Computation of basic and diluted net loss per share	The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended 2022 2021 Net loss $ (12,414) $ (8,418) Weighted average common shares outstanding, basic and diluted 95,924 98,581 Net loss per share, basic and diluted $ (0.13) $ (0.09)
Anti-dilutive shares excluded from the calculation of diluted net loss per share	The following table presents the number of anti-dilutive shares excluded from the calculation of diluted loss per share at March 31, 2022 and 2021 (in thousands): March 31, 2022 2021 Options to purchase common stock 5,720 9,855 Common stock warrants — 510 Non-vested restricted stock unit awards 11,490 7,225 Total shares excluded from net loss per share 17,210 17,590

Revenue Information (Tables)

Revenue Information (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of revenue categories	The following table presents the Company’s revenue categories during the periods presented (in thousands): Three Months Ended 2022 2021 Dealer revenue $ 42,286 $ 62,057 OEM incentives revenue 1,028 2,797 Other revenue 219 251 Total revenues $ 43,533 $ 65,105

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended
	Mar. 31, 2022Segment
Accounting Policies [Abstract]
Number of operating segments	1

Accounting Policies - Summary o

Accounting Policies - Summary of Changes in Allowance for Doubtful Accounts and Sales Allowances (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Allowance for Doubtful Accounts Receivable [Roll Forward]
Allowances, at beginning of period	$ 3,099	$ 7,147
Charged as a reduction of revenue	790	1,279
Charged to bad debt expense in general and administrative expenses	160	232
Write-offs, net of recoveries	(1,536)	(2,509)
Allowances, at end of period	$ 2,513	$ 6,149

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 01, 2022	Mar. 31, 2022	Dec. 31, 2021
Fair Value Measurements
Derivative, Gain (Loss) on Derivative, Net		$ 1,700
Probability of Meeting Fair Value Measurement Criteria		90.00%
Accu-Trade | Accu-Trade
Fair Value Measurements
Period After Transaction Closes	75 days
Recurring | Level 1
Fair Value Measurements
Cash equivalents		$ 223,344	$ 234,763
Derivative Asset, Fair Value, Gross Asset		0	0
Total assets		223,344	234,763
Recurring | Level 2
Fair Value Measurements
Cash equivalents		0	0
Derivative Asset, Fair Value, Gross Asset		0	0
Total assets		0	0
Recurring | Level 3
Fair Value Measurements
Cash equivalents		0	0
Derivative Asset, Fair Value, Gross Asset		2,850	0
Total assets		2,850	0
Recurring | Total fair value
Fair Value Measurements
Cash equivalents		223,344	234,763
Derivative Asset, Fair Value, Gross Asset		2,850	0
Total assets		$ 226,194	$ 234,763

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property and Equipment, net
Property and equipment, gross	$ 95,872		$ 96,695
Less: Accumulated depreciation	(76,992)		(77,540)
Total property and equipment, net	18,880		19,155
Property and equipment capitalized but not placed in service	1,200		1,300
Total depreciation and amortization expense	3,660	$ 4,312
Property and Equipment
Property and Equipment, net
Total depreciation and amortization expense	3,200	3,900
Computer equipment, software, and internally developed software
Property and Equipment, net
Property and equipment, gross	80,052		77,237
Furniture and fixtures
Property and Equipment, net
Property and equipment, gross	3,211		3,794
Leasehold improvements
Property and Equipment, net
Property and equipment, gross	12,609		$ 15,664
Internally developed software
Property and Equipment, net
Amortization	$ 2,800	$ 3,200

Credit Facility (Details)

Credit Facility (Details) - USD ($)	1 Months Ended
	Apr. 30, 2021	Mar. 31, 2022	Feb. 18, 2018
Revolving line of credit | Third Amended Credit Facility
Credit facility
Maximum borrowing capacity			$ 35,000,000
Increase in maximum borrowing capacity, subject to lender's consent			15,000,000
Maximum borrowing capacity, subject to lender's consent			50,000,000
Revolving line of credit | Fourth Amended Credit Facility
Credit facility
Quick ratio minimum	1.25
Amount outstanding		$ 0
Remaining borrowing capacity		32,600,000
Letters of credit outstanding, amount		$ 2,400,000
Revolving line of credit | Minimum | Fourth Amended Credit Facility
Credit facility
Unused facility fee (as a percent)	0.00%
Revolving line of credit | Maximum | Fourth Amended Credit Facility
Credit facility
Unused facility fee (as a percent)	0.15%
Revolving line of credit | Prime rate | Minimum | Fourth Amended Credit Facility
Credit facility
Variable rate basis spread (as a percent)	(0.25%)
Revolving line of credit | Prime rate | Maximum | Fourth Amended Credit Facility
Credit facility
Variable rate basis spread (as a percent)	0.25%
Revolving line of credit | LIBOR | Minimum | Fourth Amended Credit Facility
Credit facility
Variable rate basis spread (as a percent)	1.75%
Revolving line of credit | LIBOR | Maximum | Fourth Amended Credit Facility
Credit facility
Variable rate basis spread (as a percent)	2.25%
Letters of credit
Credit facility
Maximum borrowing capacity			$ 10,000,000

Commitments and Contingencies -

Commitments and Contingencies - Legal Proceedings (Details)	Aug. 31, 2019action
Milbeck Federal Securities Litigation
Loss Contingencies [Line Items]
Number of stockholder derivative actions	3

Commitments and Contingencies_2

Commitments and Contingencies - Employment Contracts (Details)	3 Months Ended
	Mar. 31, 2022
Employment contracts
Restructuring Cost and Reserve [Line Items]
Maximum term of executive's annual base salary to determine severance obligations (in months)	12 months

Stock-based Awards (Details - O

Stock-based Awards (Details - Options) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Weighted-Average Remaining Contractual Life
Stock-based compensation expense	$ 3,498	$ 6,385
Options
Number of Options
Outstanding at the beginning of period (in shares)	6,078,180
Granted (in shares)	0
Exercised (in shares)	(60,985)
Canceled/forfeited (in shares)	(297,208)
Outstanding at the end of the period (in shares)	5,719,987		6,078,180
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)	$ 9.24
Granted (in dollars per share)	0
Exercised (in dollars per share)	2.68
Canceled/forfeited (in dollars per share)	7.30
Outstanding at the end of the period (in dollars per share)	$ 9.41		$ 9.24
Weighted-Average Remaining Contractual Life
Weighted average remaining contractual life (in years)	5 years 7 months 6 days		6 years 2 months 12 days
Remaining stock-based compensation expense for unvested awards	$ 3,300
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years)	2 years 7 months 6 days
Stock-based compensation expense	$ 400	$ 1,600

Stock-based Awards (Details 2 -

Stock-based Awards (Details 2 - RSUs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Weighted-Average Grant Date Fair Value
Stock based compensation expense	$ 3,498	$ 6,385
Non-vested restricted stock unit awards
Number of Shares
Non-vested at the beginning of period (in shares)	7,536,114
Granted (in shares)	5,286,739
Vested (in shares)	(704,409)
Canceled/forfeited (in shares)	(628,698)
Non-vested at the end of the period (in per share)	11,489,746
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)	$ 4.60
Granted (in dollars per share)	4.24
Vested (in dollars per share)	4.66
Canceled/forfeited (in dollars per share)	4.91
Non-vested at the end of the period (in dollars per share)	$ 4.41
Remaining stock based compensation expense for non vested restricted stock units	$ 45,900
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years)	3 years 1 month 6 days
Stock based compensation expense	$ 3,100	$ 4,800

Stock-based Awards (Details 3 -

Stock-based Awards (Details 3 - Stock comp by FSLI) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-based Compensation Cost
Stock-based compensation expense	$ 3,498	$ 6,385
Amount capitalized to internal software use	246	347
Total stock-based compensation cost	3,744	6,732
Cost of revenue
Stock-based Compensation Cost
Stock-based compensation expense	37	71
Sales and marketing
Stock-based Compensation Cost
Stock-based compensation expense	1,175	2,959
Technology and development
Stock-based Compensation Cost
Stock-based compensation expense	900	1,188
General and administrative
Stock-based Compensation Cost
Stock-based compensation expense	$ 1,386	$ 2,167

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 57	$ 94
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions			$ 1,100
Decrease in Unrecognized Tax Benefits is Reasonably Possible	1,100
Maximum
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 100	$ 100

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (12,414)	$ (8,418)
Weighted average common shares outstanding, diluted (in shares)	95,924	98,581
Weighted average common shares outstanding, basic (in shares)	95,924	98,581
Continuing operations, basic (in dollars per share)	$ (0.13)	$ (0.09)
Continuing operations, diluted (in dollars per share)	$ (0.13)	$ (0.09)

Net Loss Per Share - Anti-dilut

Net Loss Per Share - Anti-dilutive shares excluded from the calculation of diluted net loss per share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	17,210	17,590
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	5,720	9,855
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	0	510
Non-vested restricted stock unit awards
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	11,490	7,225

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - USD ($) shares in Millions	3 Months Ended
	Mar. 31, 2022	May 31, 2021	Jul. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Authorized amount		$ 150,000,000	$ 75,000,000
Additional authorized amount		$ 75,000,000
Repurchased and retired (in shares)	3.1
Repurchased and retired	$ 11,000,000
Remaining authorized amount	$ 64,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - Accu-Trade - USD ($) $ in Millions	2 Months Ended	3 Months Ended
	Mar. 01, 2022	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Related Party Transactions
Ownership percent	20.00%
Due to related parties			$ 0.6	$ 1.1
Contra-revenue
Related Party Transactions
Contra revenue	$ 0.1	$ 0.3
Cost of revenue
Related Party Transactions
Costs under related party agreements	$ 1.1	$ 1.2

Revenue Information - Schedule

Revenue Information - Schedule of Revenue Categories (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue Information
Revenue	$ 43,533	$ 65,105
Dealer revenue
Revenue Information
Revenue	42,286	62,057
OEM incentives revenue
Revenue Information
Revenue	1,028	2,797
Other revenue
Revenue Information
Revenue	$ 219	$ 251

Revenue Information - Narrative

Revenue Information - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract asset reclassified to receivable	$ 0.9
Contract asset	$ 0.8	$ 0.9

Discontinued Operations and D_2

Discontinued Operations and Disposal Groups (Details) - USD ($) $ in Millions	Nov. 30, 2020	Dec. 31, 2020	Mar. 31, 2022	Mar. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, 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, Data License	$ 1.9
Discontinued Operations, Disposed of by Sale | ALG Inc.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership interest prior to disposal (as a percent)	100.00%
Consideration	$ 112.5			$ 7.5
Contingent consideration, asset		$ 7.5	$ 15
Consideration, net of working capital adjustments and transaction costs	$ 111.5