TrueCar (TRUE) 10-Q 4 Aug 23 2023 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Aug. 02, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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 200
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90401
City Area Code	800
Local Phone Number	200-2000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TRUE
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		90,060,682
Entity Central Index Key	0001327318
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents (includes restricted cash of $2,205 and $0 at June 30, 2023 and December 31, 2022, respectively)	$ 142,405	$ 175,518
Accounts receivable, net of allowances of $1,172 and $1,073 at June 30, 2023 and December 31, 2022, respectively	16,236	13,786
Prepaid expenses	6,797	5,969
Other current assets	1,976	2,562
Total current assets	167,414	197,835
Property and equipment, net	20,308	18,902
Operating lease right-of-use assets	13,331	16,940
Intangible assets, net	11,580	13,969
Other assets	4,071	3,881
Total assets	216,704	251,527
Current liabilities
Accounts payable	9,537	8,655
Accrued employee expenses	7,466	7,378
Operating lease liabilities, current	4,788	4,514
Accrued expenses and other current liabilities	10,914	10,232
Total current liabilities	32,705	30,779
Operating lease liabilities, net of current portion	15,910	18,500
Other Liabilities, Noncurrent	3,780	4,981
Total liabilities	52,395	54,260
Commitments and contingencies (Note 5)
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively; no shares issued and outstanding at June 30, 2023 and December 31, 2022	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively; 89,965,342 and 88,439,088 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	9	9
Additional paid-in capital	716,821	709,790
Accumulated deficit	(552,521)	(512,532)
Total stockholders’ equity	164,309	197,267
Total liabilities and stockholders’ equity	$ 216,704	$ 251,527

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Restricted cash	$ 2,205	$ 0
Allowance for doubtful accounts receivables- current	$ 1,172	$ 1,073
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)	89,965,342	88,439,088
Common stock, shares outstanding (in shares)	89,965,342	88,439,088

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 39,293	$ 42,275	$ 76,273	$ 85,808
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented separately below)	3,931	3,817	7,777	8,763
Sales and marketing	27,180	26,324	53,946	53,405
Technology and development	13,510	11,380	26,008	21,635
General and administrative	12,728	10,937	23,574	22,661
Depreciation and amortization	4,091	3,785	8,282	7,445
Total costs and operating expenses	61,440	56,243	119,587	113,909
Loss from operations	(22,147)	(13,968)	(43,314)	(28,101)
Interest income	1,730	279	3,338	306
Gain from equity method investment	0	96	0	1,845
Loss before income taxes	(20,417)	(13,593)	(39,976)	(25,950)
Provision for (benefit from) income taxes	7	(2,574)	13	(2,517)
Net loss	$ (20,424)	$ (11,019)	$ (39,989)	$ (23,433)
Net loss per share, basic and diluted
Continuing operations, basic (in dollars per share)	$ (0.23)	$ (0.12)	$ (0.45)	$ (0.25)
Continuing operations, diluted (in dollars per share)	$ (0.23)	$ (0.12)	$ (0.45)	$ (0.25)
Weighted average common shares outstanding, basic and diluted
Basic (in shares)	89,383	91,016	89,017	93,457
Diluted (in shares)	89,383	91,016	89,017	93,457
Other comprehensive loss:
Comprehensive loss	$ (20,424)	$ (11,019)	$ (39,989)	$ (23,433)

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, 2021		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
Ending balance at Mar. 31, 2022	309,227	$ 10	715,478	(406,261)
Beginning balance (in shares) at Dec. 31, 2021		96,213,243
Beginning balance at Dec. 31, 2021	329,786	$ 10	723,623	(393,847)
Increase (Decrease) in Stockholders' Equity
Net loss	(23,433)
Ending balance (in shares) at Jun. 30, 2022		90,509,585
Ending balance at Jun. 30, 2022	288,061		705,331	(417,280)
Beginning balance (in shares) at Mar. 31, 2022		93,586,995
Beginning balance at Mar. 31, 2022	309,227	$ 10	715,478	(406,261)
Increase (Decrease) in Stockholders' Equity
Net loss	(11,019)			(11,019)
Repurchase of common stock (in shares)		(3,731,415)
Repurchase of common stock	(14,075)		(14,075)
Stock-based compensation	4,777		4,777
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		654,005
Shares issued in connection with employee stock plan, net of shares withheld for employee taxes	(849)		(849)
Ending balance (in shares) at Jun. 30, 2022		90,509,585
Ending balance at Jun. 30, 2022	$ 288,061		705,331	(417,280)
Beginning balance (in shares) at Dec. 31, 2022	88,439,088	88,439,088
Beginning balance at Dec. 31, 2022	$ 197,267	$ 9	709,790	(512,532)
Increase (Decrease) in Stockholders' Equity
Net loss	(19,565)			(19,565)
Stock-based compensation	4,930		4,930
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		622,680
Shares issued in connection with employee stock plan, net of shares withheld for employee taxes	(1,006)		(1,006)
Ending balance (in shares) at Mar. 31, 2023		89,061,768
Ending balance at Mar. 31, 2023	$ 181,626	$ 9	713,714	(532,097)
Beginning balance (in shares) at Dec. 31, 2022	88,439,088	88,439,088
Beginning balance at Dec. 31, 2022	$ 197,267	$ 9	709,790	(512,532)
Increase (Decrease) in Stockholders' Equity
Net loss	$ (39,989)
Ending balance (in shares) at Jun. 30, 2023	89,965,342	89,965,342
Ending balance at Jun. 30, 2023	$ 164,309		716,821	(552,521)
Beginning balance (in shares) at Mar. 31, 2023		89,061,768
Beginning balance at Mar. 31, 2023	181,626	$ 9	713,714	(532,097)
Increase (Decrease) in Stockholders' Equity
Net loss	(20,424)			(20,424)
Stock-based compensation	4,116		4,116
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		903,574
Shares issued in connection with employee stock plan, net of shares withheld for employee taxes	$ (1,009)		(1,009)
Ending balance (in shares) at Jun. 30, 2023	89,965,342	89,965,342
Ending balance at Jun. 30, 2023	$ 164,309		$ 716,821	$ (552,521)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Statement of Cash Flows [Abstract]
Net loss	$ (39,989)	$ (23,433)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,282	7,445
Deferred income taxes	0	(2,524)
Bad debt expense and other reserves	340	178
Stock-based compensation	8,599	7,985
Increase in the fair value of contingent consideration liability	655	0
Amortization of lease right-of-use assets	1,693	2,156
Gain from equity method investment	0	(1,845)
Impairment of right-of-use assets	2,053	0
Other noncash expense (gain)	194	(258)
Changes in operating assets and liabilities:
Accounts receivable	(2,790)	1,970
Prepaid expenses and other assets	(626)	(1,650)
Accounts payable	688	(1,153)
Accrued employee expenses	484	303
Operating lease liabilities	(2,316)	(2,877)
Accrued expenses and other current liabilities	596	153
Other liabilities	45	0
Net cash used in operating activities	(22,092)	(13,550)
Cash flows from investing activities
Purchase of property and equipment	(7,098)	(5,880)
Proceeds from Sale of Equity Method Investments	0	12,800
Cash paid for acquisition, net of cash acquired	0	(12,093)
Net cash used in investing activities	(7,098)	(5,173)
Cash flows from financing activities
Payment for Contingent Consideration Liability, Financing Activities	(1,908)	0
Proceeds from exercise of common stock options	64	179
Taxes paid related to net share settlement of equity awards	(2,079)	(1,889)
Payments for the repurchase of common stock	0	(25,103)
Net cash used in financing activities	(3,923)	(26,813)
Net decrease in cash, cash equivalents and restricted cash	(33,113)	(45,536)
Cash, cash equivalents and restricted cash at beginning of period	142,405	199,681
Cash, cash equivalents and restricted cash at end of period	175,518	245,217
Supplemental disclosures of non-cash activities
Stock-based compensation capitalized for software development	447	536
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	1,066	780
Changes in right-of-use assets for operating lease obligations	136	3,047
Changes in lease liabilities for operating lease obligations	$ 136	$ 3,636

Organization and Nature of Busi

Organization and Nature of Business	6 Months Ended
	Jun. 30, 2023
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., Digital Motors Corporation, and TrueCar Wholesale Solutions, Inc. are collectively referred to as “TrueCar” or the “Company”; TrueCar Dealer Solutions, Inc. is referred to as “TCDS,” Digital Motors Corporation is referred to as “Digital Motors,” and TrueCar Wholesale Solutions, Inc. is referred to as “TCWS.” 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 Trade and Payments solutions. TCDS also supports the Company’s Sell Your Car product. The Sell Your Car and Trade solutions give consumers information on the value of the vehicle they wish to sell or trade-in and enables them to obtain a guaranteed trade-in price before setting foot in the dealership. This valuation is, in turn, backed by a 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 helps consumers calculate accurate monthly payments.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
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, 2022, 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, 2022 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, 2023. 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 results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed 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 condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities that are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, contract assets, the fair value of assets and liabilities assumed in business combinations, the recoverability and related impairment of long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, measurement of right-of-use assets and operating lease liabilities, contingencies, and the valuation and assumptions underlying stock-based compensation awards. 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 assets and liabilities assumed in business combinations and performance-based stock units. Segments The Company has one operating segment. The Company has gone through various organizational changes in the current year, including the appointment of a new Chief Financial Officer (“CFO”) on February 16, 2023 and the appointment of a new President and Chief Executive Officer (“CEO”) on June 15, 2023. As a result of these organizational changes, the Company’s chief operating decision maker (the "CODM") was comprised of the President and CEO and the CFO and Chief Operating Officer ("COO") from January 1, 2023 through February 15, 2023; the President and CEO, the COO, and the CFO from February 16, 2023 through June 14, 2023; and the President and CEO and the CFO from June 15, 2023 through June 30, 2023; 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 10). All of the Company’s principal operations, decision-making functions and assets are located in the United States. 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 June 30, 2023, cash and cash equivalents included $2.2 million of restricted cash that is used to collateralize a letter of credit to secure certain of our obligations under one of our office leases. 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 Six Months Ended 2023 2022 2023 2022 Allowances, at beginning of period $ 1,091 $ 2,513 $ 1,073 $ 3,099 Charged as a reduction of revenue 791 679 1,496 1,469 Charged to bad debt expense in general and administrative expenses 245 18 340 178 Write-offs, net of recoveries (955) (1,605) (1,737) (3,141) Allowances, at end of period $ 1,172 $ 1,605 $ 1,172 $ 1,605

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
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, restricted cash, 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 contingent consideration liability upon the acquisition of Digital Motors in 2022. The contingent consideration is measured at fair value and is based on significant inputs not observable in the market which include the probability of achieving certain future targets. This 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 condensed consolidated statements of comprehensive loss. During the second quarter of 2023 the Company amended the purchase agreement in connection with our Restructuring Plan (Note 5) such that the future targets were considered 100% achieved, and as a result, there were no significant unobservable inputs used to measure the contingent considerations liability a s of June 30, 2023. For the six months ended June 30, 2022, the Company recognized a gain of $1.8 million from changes in fair value of a derivative asset recognized from the sale of our equity method investment in Accu-Trade. The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 by level within the fair value hierarchy. The current and non-current portions of contingent consideration reside within “Accrued expenses and other current liabilities” and ”Other liabilities”, respectively, within the Condensed Consolidated Statements of Comprehensive Loss 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 June 30, 2023 At December 31, 2022 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 127,204 $ — $ — $ 127,204 $ 57,518 $ — $ — $ 57,518 Total assets $ 127,204 $ — $ — $ 127,204 $ 57,518 $ — $ — $ 57,518 At June 30, 2023 At December 31, 2022 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Liabilities: Contingent consideration, current $ — $ — $ 1,885 $ 1,885 $ — $ — $ 1,983 $ 1,983 Contingent consideration, non-current — — 3,431 3,431 — — 4,678 4,678 Total liabilities $ — $ — $ 5,316 $ 5,316 $ — $ — $ 6,661 $ 6,661 Contingent Consideration Obligations The following table summarizes the changes in the fair value of the contingent consideration obligation related to the Company’s acquisition of Digital Motors (in thousands): Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Fair value, beginning of period $ 5,252 $ 6,661 Cash payments — (2,000) Changes in fair value 64 655 Fair value, end of period $ 5,316 $ 5,316

Property and Equipment, net

Property and Equipment, net	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment consisted of the following at June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Computer equipment and internally developed software $ 90,615 $ 88,638 Furniture and fixtures 3,013 3,013 Leasehold improvements 11,740 11,740 105,368 103,391 Less: Accumulated depreciation (85,060) (84,489) Total property and equipment, net $ 20,308 $ 18,902 Included in the table above are property and equipment of $2.3 million and $1.5 million at June 30, 2023 and December 31, 2022, 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 $2.9 million and $3.2 million for the three months ended June 30, 2023 and 2022, respectively. Total depreciation and amortization expense of property and equipment was $5.9 million and $6.4 million for the six months ended June 30, 2023 and 2022, respectively. Amortization of internal use capitalized software development costs was $2.8 million and $3.0 million for the three months ended June 30, 2023 and 2022, respectively. Amortization of internal use capitalized software development costs was $5.6 million and $5.8 million for the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023, the Company disposed of or retired certain fully depreciated computer equipment and internally developed software with an original cost basis of $4.9 million.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Reorganization In June 2023, 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 $7.1 million in the second quarter of 2023 in connection with the Restructuring Plan. Of the total, the Company recorded $0.2 million in cost of revenue, $2.2 million in sales and marketing, $2.7 million in technology and development and $2.0 million in general and administrative expenses within the Company’s condensed consolidated statements of comprehensive loss during the three and six months ended June 30, 2023 . The Company expects the majority of the liability for the restructuring costs at June 30, 2023 to be paid during the three months ended September 30, 2023. The Company does not expect to incur significant additional charges in future periods related to the Restructuring Plan. The following table presents a roll forward of the Restructuring Plan costs liability for the six months ended June 30, 2023 (in thousands): Restructuring Costs Liability Accrual at December 31, 2022 $ — Expense 7,141 Cash Payments (3,731) Accrual at June 30, 2023 $ 3,410 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. 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

Stock-based Awards

Stock-based Awards	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based Awards	Stock-based Awards Stock Options A summary of the Company’s stock option activity for the six months ended June 30, 2023 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding at December 31, 2022 5,114,490 $ 9.50 4.7 Granted — — Exercised (23,989) 2.68 Forfeited/expired (1,164,846) 8.14 Outstanding at June 30, 2023 3,925,655 $ 9.95 2.5 At June 30, 2023, total remaining stock-based compensation expense for unvested stock option awards was $0.5 million, which is expected to be recognized over a weighted-average period of 1.6 years. For the three months ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense for stock option awards of $0.4 million and $0.4 million, respectively. For the six months ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense for stock option awards of $0.7 million and $0.8 million, respectively. Restricted Stock Units Activity in connection with restricted stock units is as follows for the six months ended June 30, 2023: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2022 10,007,869 $ 4.04 Granted 5,826,001 2.47 Vested (2,348,164) 3.67 Forfeited (4,023,775) 3.37 Non-vested — June 30, 2023 9,461,931 $ 3.45 At June 30, 2023, total remaining stock-based compensation expense for non-vested restricted stock units was $25.5 million, which is expected to be recognized over a weighted-average period of 2.6 years. For the three months ended June 30, 2023 and 2022, the Company recorded $3.5 million and $4.1 million in stock-based compensation expense for restricted stock units, respectively. For the six months ended June 30, 2023 and 2022, the Company recorded $7.9 million and $7.2 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 Six Months Ended 2023 2022 2023 2022 Cost of revenue $ 54 $ 46 $ 104 $ 83 Sales and marketing 827 1,233 2,722 2,408 Technology and development 980 1,056 1,997 1,956 General and administrative 2,030 2,152 3,776 3,538 Total stock-based compensation expense 3,891 4,487 8,599 7,985 Amount capitalized to internal software use 225 290 447 536 Total stock-based compensation cost $ 4,116 $ 4,777 $ 9,046 $ 8,521

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2023
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, adjusted for discrete items, if any, that are taken into account in the relevant period. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes and changes in the Company’s valuation allowance. The Company recorded income tax expense of less than $0.1 million for the three months ended June 30, 2023 and an income tax benefit of $2.6 million for the three months ended June 30, 2022. For the six months ended June 30, 2023 and 2022, the Company recorded income tax expense of less than $0.1 million and an income tax benefit of $2.5 million, respectively. The Company’s provision for income taxes for the three and six months ended June 30, 2023 reflects state income tax expense. For the three and six months ended June 30, 2022, the Company’s income tax benefit primarily reflects the release of valuation allowance resulting from net deferred tax liabilities recorded in Digital Motors acquisition accounting providing a source of income in assessing realization of the Company’s consolidated net 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 six months ended June 30, 2023, and the Company does not expect to have significant changes to unrecognized tax benefits through the end of the fiscal year. 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 (the “IRS’) and various state taxing authorities. The Company is not currently under IRS or state tax examination.

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	Jun. 30, 2023
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 Six Months Ended 2023 2022 2023 2022 Net loss $ (20,424) $ (11,019) $ (39,989) $ (23,433) Weighted average common shares outstanding, basic and diluted 89,383 91,016 89,017 93,457 Net loss per share, basic and diluted $ (0.23) $ (0.12) $ (0.45) $ (0.25) The following table presents the number of anti-dilutive shares excluded from the calculation of diluted loss per share at June 30, 2023 and 2022 (in thousands): June 30, 2023 2022 Options to purchase common stock 3,925 5,420 Non-vested restricted stock unit awards 9,462 11,422 Total shares excluded from net loss per share 13,387 16,842 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. In July 2022, the Company’s board of directors extended the expiration of the Program until September 30, 2024. 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. The Company had no share repurchases during the six months ended June 30, 2023. As of June 30, 2023, the Company had a remaining authorization of $45.8 million for future share repurchases.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Transactions with Accu-Trade On 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 cost of revenue of $1.1 million for the two months ended March 1, 2022 related to a software and data licensing agreement that was terminated as part of the sale. No amounts were due to Accu-Trade at June 30, 2023 or at December 31, 2022.

Revenue Information

Revenue Information	6 Months Ended
	Jun. 30, 2023
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 Six Months Ended 2023 2022 2023 2022 Dealer revenue $ 35,654 $ 40,705 $ 71,485 $ 82,991 OEM incentives revenue 3,507 1,396 4,546 2,424 Other revenue 132 174 242 393 Total revenues $ 39,293 $ 42,275 $ 76,273 $ 85,808 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 $0.9 million at December 31, 2022 were transferred to accounts receivable during the six months ended June 30, 2023 as vehicle sales occurred, with no significant changes in the estimate. A contract asset of $1.1 million and $0.9 million was recorded as of June 30, 2023 and December 31, 2022, respectively, for leads delivered where consideration to be received was still conditional upon subsequent vehicle sales.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
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, 2022, 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 results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates	Use of Estimates The preparation of condensed 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 condensed consolidated financial statements, and the reported amounts of revenues and expenses
Segments	Segments The Company has one operating segment. The Company has gone through various organizational changes in the current year, including the appointment of a new Chief Financial Officer (“CFO”) on February 16, 2023 and the appointment of a new President and Chief Executive Officer (“CEO”) on June 15, 2023. As a result of these organizational changes, the Company’s chief operating decision maker (the "CODM") was comprised of the President and CEO and the CFO and Chief Operating Officer ("COO") from January 1, 2023 through February 15, 2023; the President and CEO, the COO, and the CFO from February 16, 2023 through June 14, 2023; and the President and CEO and the CFO from June 15, 2023 through June 30, 2023; 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 10). 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, restricted cash, 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 contingent consideration liability upon the acquisition of Digital Motors in 2022. The contingent consideration is measured at fair value and is based on significant inputs not observable in the market which include the probability of achieving certain future targets. This 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 condensed consolidated statements of comprehensive loss. During the second quarter of 2023 the Company amended the purchase agreement in connection with our Restructuring Plan (Note 5) such that the future targets were considered 100% achieved, and as a result, there were no significant unobservable inputs used to measure the contingent considerations liability a s of June 30, 2023. For the six months ended June 30, 2022, the Company recognized a gain of $1.8 million from changes in fair value of a derivative asset recognized from the sale of our equity method investment in Accu-Trade.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
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 Six Months Ended 2023 2022 2023 2022 Allowances, at beginning of period $ 1,091 $ 2,513 $ 1,073 $ 3,099 Charged as a reduction of revenue 791 679 1,496 1,469 Charged to bad debt expense in general and administrative expenses 245 18 340 178 Write-offs, net of recoveries (955) (1,605) (1,737) (3,141) Allowances, at end of period $ 1,172 $ 1,605 $ 1,172 $ 1,605

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Summary of financial assets measured at fair value on a recurring basis	The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 by level within the fair value hierarchy. The current and non-current portions of contingent consideration reside within “Accrued expenses and other current liabilities” and ”Other liabilities”, respectively, within the Condensed Consolidated Statements of Comprehensive Loss 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 June 30, 2023 At December 31, 2022 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 127,204 $ — $ — $ 127,204 $ 57,518 $ — $ — $ 57,518 Total assets $ 127,204 $ — $ — $ 127,204 $ 57,518 $ — $ — $ 57,518 At June 30, 2023 At December 31, 2022 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Liabilities: Contingent consideration, current $ — $ — $ 1,885 $ 1,885 $ — $ — $ 1,983 $ 1,983 Contingent consideration, non-current — — 3,431 3,431 — — 4,678 4,678 Total liabilities $ — $ — $ 5,316 $ 5,316 $ — $ — $ 6,661 $ 6,661
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 related to the Company’s acquisition of Digital Motors (in thousands): Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Fair value, beginning of period $ 5,252 $ 6,661 Cash payments — (2,000) Changes in fair value 64 655 Fair value, end of period $ 5,316 $ 5,316
Fair Value Measurement Inputs and Valuation Techniques

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Computer equipment and internally developed software $ 90,615 $ 88,638 Furniture and fixtures 3,013 3,013 Leasehold improvements 11,740 11,740 105,368 103,391 Less: Accumulated depreciation (85,060) (84,489) Total property and equipment, net $ 20,308 $ 18,902

Commitment and Contingencies (T

Commitment and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of roll forward of Restructuring Plan	The following table presents a roll forward of the Restructuring Plan costs liability for the six months ended June 30, 2023 (in thousands): Restructuring Costs Liability Accrual at December 31, 2022 $ — Expense 7,141 Cash Payments (3,731) Accrual at June 30, 2023 $ 3,410

Stock-based Awards (Tables)

Stock-based Awards (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Summary of stock option activity	A summary of the Company’s stock option activity for the six months ended June 30, 2023 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding at December 31, 2022 5,114,490 $ 9.50 4.7 Granted — — Exercised (23,989) 2.68 Forfeited/expired (1,164,846) 8.14 Outstanding at June 30, 2023 3,925,655 $ 9.95 2.5
Schedule of activity in connection with restricted stock	Activity in connection with restricted stock units is as follows for the six months ended June 30, 2023: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2022 10,007,869 $ 4.04 Granted 5,826,001 2.47 Vested (2,348,164) 3.67 Forfeited (4,023,775) 3.37 Non-vested — June 30, 2023 9,461,931 $ 3.45
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 Six Months Ended 2023 2022 2023 2022 Cost of revenue $ 54 $ 46 $ 104 $ 83 Sales and marketing 827 1,233 2,722 2,408 Technology and development 980 1,056 1,997 1,956 General and administrative 2,030 2,152 3,776 3,538 Total stock-based compensation expense 3,891 4,487 8,599 7,985 Amount capitalized to internal software use 225 290 447 536 Total stock-based compensation cost $ 4,116 $ 4,777 $ 9,046 $ 8,521

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2023
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 Six Months Ended 2023 2022 2023 2022 Net loss $ (20,424) $ (11,019) $ (39,989) $ (23,433) Weighted average common shares outstanding, basic and diluted 89,383 91,016 89,017 93,457 Net loss per share, basic and diluted $ (0.23) $ (0.12) $ (0.45) $ (0.25)
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 June 30, 2023 and 2022 (in thousands): June 30, 2023 2022 Options to purchase common stock 3,925 5,420 Non-vested restricted stock unit awards 9,462 11,422 Total shares excluded from net loss per share 13,387 16,842

Revenue Information (Tables)

Revenue Information (Tables)	6 Months Ended
	Jun. 30, 2023
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 Six Months Ended 2023 2022 2023 2022 Dealer revenue $ 35,654 $ 40,705 $ 71,485 $ 82,991 OEM incentives revenue 3,507 1,396 4,546 2,424 Other revenue 132 174 242 393 Total revenues $ 39,293 $ 42,275 $ 76,273 $ 85,808

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Number of operating segments | Segment	1
Restricted cash | $	$ 2,205	$ 0

Accounting Policies - Summary o

Accounting Policies - Summary of Changes in Allowance for Doubtful Accounts and Sales Allowances (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Allowance for Doubtful Accounts Receivable [Roll Forward]
Allowances, at beginning of period	$ 1,091	$ 2,513	$ 1,073	$ 3,099
Charged as a reduction of revenue	791	679	1,496	1,469
Charged to bad debt expense in general and administrative expenses	245	18	340	178
Write-offs, net of recoveries	(955)	(1,605)	(1,737)	(3,141)
Allowances, at end of period	$ 1,172	$ 1,605	$ 1,172	$ 1,605

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Fair Value Disclosures [Abstract]
Recognized gain from changes in fair value of derivative asset	$ 1.8

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements
Contingent consideration, current	$ 1,885	$ 1,983
Contingent consideration, non-current	3,431	4,678
Total liabilities	5,316	6,661
Level 1
Fair Value Measurements
Cash equivalents	127,204	57,518
Total assets	127,204	57,518
Contingent consideration, current	0	0
Contingent consideration, non-current	0	0
Total liabilities	0	0
Level 2
Fair Value Measurements
Cash equivalents	0	0
Total assets	0	0
Contingent consideration, current	0	0
Contingent consideration, non-current	0	0
Total liabilities	0	0
Level 3
Fair Value Measurements
Cash equivalents	0	0
Total assets	0	0
Contingent consideration, current	1,885	1,983
Contingent consideration, non-current	3,431	4,678
Total liabilities	5,316	6,661
Total fair value
Fair Value Measurements
Cash equivalents	127,204	57,518
Total assets	$ 127,204	$ 57,518

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Changes in Fair Value of Contingent Consideration Obligations (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Business Combination, Contingent Consideration, Liability [Roll Forward]
Increase in the fair value of contingent consideration liability		$ 655,000	$ 0
Level 3 | Recurring
Business Combination, Contingent Consideration, Liability [Roll Forward]
Fair value, beginning of period	$ 5,252,000	6,661,000
Cash payments	0	(2,000,000)
Increase in the fair value of contingent consideration liability	64,000	655,000
Fair value, end of period	$ 5,316,000	$ 5,316,000

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property and Equipment, net
Property and equipment, gross	$ 105,368		$ 105,368		$ 103,391
Less: Accumulated depreciation	(85,060)		(85,060)		(84,489)
Total property and equipment, net	20,308		20,308		18,902
Property and equipment capitalized but not placed in service	2,300		2,300		1,500
Total depreciation and amortization expense	4,091	$ 3,785	8,282	$ 7,445
Property and Equipment
Property and Equipment, net
Total depreciation and amortization expense	2,900	3,200	5,900	6,400
Computer equipment and internally developed software
Property and Equipment, net
Property and equipment, gross	90,615		90,615		88,638
Property and equipment disposals			4,900
Furniture and fixtures
Property and Equipment, net
Property and equipment, gross	3,013		3,013		3,013
Leasehold improvements
Property and Equipment, net
Property and equipment, gross	11,740		11,740		$ 11,740
Internally developed software
Property and Equipment, net
Amortization	$ 2,800	$ 3,000	$ 5,600	$ 5,800

Commitments and Contingencies -

Commitments and Contingencies - Reorganization (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 7,100	$ 7,141
Cost of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring costs	200
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring costs	2,200
Technology and development
Restructuring Cost and Reserve [Line Items]
Restructuring costs	2,700
General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 2,000

Commitments and Contingencies_2

Commitments and Contingencies - Employment Contracts (Details)	6 Months Ended
	Jun. 30, 2023
Employment contracts
Restructuring Cost and Reserve [Line Items]
Maximum term of executive's annual base salary to determine severance obligations (in months)	12 months

Commitments and Contingencies_3

Commitments and Contingencies - Restructuring Plan Roll Forward (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Accrual at December 31, 2022		$ 0
Expense	$ 7,100	7,141
Cash Payments		(3,731)
Accrual at June 30, 2023	$ 3,410	$ 3,410

Stock-based Awards (Details - O

Stock-based Awards (Details - Options) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Weighted-Average Remaining Contractual Life
Stock-based compensation expense	$ 3,891	$ 4,487	$ 8,599	$ 7,985
Options
Number of Options
Outstanding at the beginning of period (in shares)			5,114,490
Granted (in shares)			0
Exercised (in shares)			(23,989)
Canceled/forfeited (in shares)			(1,164,846)
Outstanding at the end of the period (in shares)	3,925,655		3,925,655		5,114,490
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)			$ 9.50
Granted (in dollars per share)			0
Exercised (in dollars per share)			2.68
Canceled/forfeited (in dollars per share)			8.14
Outstanding at the end of the period (in dollars per share)	$ 9.95		$ 9.95		$ 9.50
Weighted-Average Remaining Contractual Life
Weighted average remaining contractual life (in years)			2 years 6 months		4 years 8 months 12 days
Remaining stock-based compensation expense for unvested awards	$ 500		$ 500
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years)			1 year 7 months 6 days
Stock-based compensation expense	$ 400	$ 400	$ 700	$ 800

Stock-based Awards (Details 2 -

Stock-based Awards (Details 2 - RSUs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Weighted-Average Grant Date Fair Value
Stock based compensation expense	$ 3,891	$ 4,487	$ 8,599	$ 7,985
Non-vested restricted stock unit awards
Number of Shares
Non-vested at the beginning of period (in shares)			10,007,869
Granted (in shares)			5,826,001
Vested (in shares)			(2,348,164)
Canceled/forfeited (in shares)			(4,023,775)
Non-vested at the end of the period (in per share)	9,461,931		9,461,931
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)			$ 4.04
Granted (in dollars per share)			2.47
Vested (in dollars per share)			3.67
Canceled/forfeited (in dollars per share)			3.37
Non-vested at the end of the period (in dollars per share)	$ 3.45		$ 3.45
Remaining stock based compensation expense for non vested restricted stock units	$ 25,500		$ 25,500
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	$ 3,500	$ 4,100	$ 7,900	$ 7,200

Stock-based Awards (Details 3 -

Stock-based Awards (Details 3 - Stock comp by FSLI) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock-based Compensation Cost
Stock-based compensation expense	$ 3,891	$ 4,487	$ 8,599	$ 7,985
Amount capitalized to internal software use	225	290	447	536
Total stock-based compensation cost	4,116	4,777	9,046	8,521
Cost of revenue
Stock-based Compensation Cost
Stock-based compensation expense	54	46	104	83
Sales and marketing
Stock-based Compensation Cost
Stock-based compensation expense	827	1,233	2,722	2,408
Technology and development
Stock-based Compensation Cost
Stock-based compensation expense	980	1,056	1,997	1,956
General and administrative
Stock-based Compensation Cost
Stock-based compensation expense	$ 2,030	$ 2,152	$ 3,776	$ 3,538

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Examination [Line Items]
Provision for (benefit from) income taxes	$ 7	$ (2,574)	$ 13	$ (2,517)
Maximum
Income Tax Examination [Line Items]
Provision for (benefit from) income taxes	$ 100	$ (2,600)	$ 100	$ (2,500)

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net loss	$ (20,424)	$ (19,565)	$ (11,019)	$ (12,414)	$ (39,989)	$ (23,433)
Weighted average common shares outstanding, basic and diluted
Diluted (in shares)	89,383		91,016		89,017	93,457
Basic (in shares)	89,383		91,016		89,017	93,457
Net loss per share, basic and diluted
Continuing operations, basic (in dollars per share)	$ (0.23)		$ (0.12)		$ (0.45)	$ (0.25)
Continuing operations, diluted (in dollars per share)	$ (0.23)		$ (0.12)		$ (0.45)	$ (0.25)

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	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	13,387	16,842
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	3,925	5,420
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	9,462	11,422

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - USD ($) shares in Thousands	6 Months Ended
	Jun. 30, 2023	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
Remaining authorized amount	$ 45,800,000
Share repurchases (in shares)	0

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Millions	2 Months Ended
	Mar. 01, 2022	Jun. 30, 2023	Dec. 31, 2022
Accu-Trade
Related Party Transactions
Ownership percent	20%
Accu-Trade
Related Party Transactions
Due to related parties		$ 0	$ 0
Accu-Trade | Contra-revenue
Related Party Transactions
Contra revenue	$ 0.1
Accu-Trade | Cost of revenue
Related Party Transactions
Costs under related party agreements	$ 1.1

Revenue Information - Schedule

Revenue Information - Schedule of Revenue Categories (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue Information
Revenue	$ 39,293	$ 42,275	$ 76,273	$ 85,808
Dealer revenue
Revenue Information
Revenue	35,654	40,705	71,485	82,991
OEM incentives revenue
Revenue Information
Revenue	3,507	1,396	4,546	2,424
Other revenue
Revenue Information
Revenue	$ 132	$ 174	$ 242	$ 393

Revenue Information - Narrative

Revenue Information - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract asset	$ 1.1	$ 0.9