TrueCar (TRUE) 10-Q 6 Aug 24 2024 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2024	Aug. 02, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
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	225 Santa Monica Blvd
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90401
City Area Code	800
Local Phone Number	200-2000
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TRUE
Security Exchange Name	NASDAQ
Entity 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
Entity Common Stock, Shares Outstanding		90,889,437
Entity Central Index Key	0001327318
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents (includes restricted cash of $1,855 at December 31, 2023)	$ 127,954	$ 136,964
Accounts receivable, net of allowances of $860 and $1,118 at June 30, 2024 and December 31, 2023, respectively	16,301	18,264
Prepaid expenses	6,895	6,067
Other current assets	2,753	1,787
Total current assets	153,903	163,082
Property and equipment, net	16,946	18,880
Operating lease right-of-use assets	3,019	10,132
Intangible assets, net	5,170	8,375
Other assets	3,976	3,851
Total assets	183,014	204,320
Current liabilities
Accounts payable	9,082	6,875
Accrued employee expenses	3,504	6,667
Operating lease liabilities, current	2,080	3,240
Accrued expenses and other current liabilities	14,195	12,196
Total current liabilities	28,861	28,978
Operating lease liabilities, net of current portion	9,922	11,169
Other Liabilities, Noncurrent	347	3,958
Total liabilities	39,130	44,105
Commitments and contingencies (Note 5)
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at June 30, 2024 and December 31, 2023, respectively; no shares issued and outstanding at June 30, 2024 and December 31, 2023	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at June 30, 2024 and December 31, 2023, respectively; 92,023,984 and 91,091,541 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	9	9
Additional paid-in capital	725,541	722,504
Accumulated deficit	(581,666)	(562,298)
Total stockholders’ equity	143,884	160,215
Total liabilities and stockholders’ equity	$ 183,014	$ 204,320

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Restricted cash		$ 1,855
Allowance for doubtful accounts receivables- current	$ 860	$ 1,118
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)	92,023,984	91,091,541
Common stock, shares outstanding (in shares)	92,023,984	91,091,541

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues	$ 41,795	$ 39,293	$ 82,847	$ 76,273
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented separately below)	5,484	3,931	9,745	7,777
Sales and marketing	23,945	27,180	46,027	53,946
Technology and development	7,433	13,510	15,556	26,008
General and administrative	15,438	12,728	24,924	23,574
Depreciation and amortization	4,684	4,091	9,269	8,282
Total costs and operating expenses	56,984	61,440	105,521	119,587
Loss from operations	(15,189)	(22,147)	(22,674)	(43,314)
Interest income	1,672	1,730	3,316	3,338
Loss before income taxes	(13,517)	(20,417)	(19,358)	(39,976)
Provision for income taxes	3	7	10	13
Net loss	$ (13,520)	$ (20,424)	$ (19,368)	$ (39,989)
Net loss per share, basic and diluted
Continuing operations, basic (in dollars per share)	$ (0.15)	$ (0.23)	$ (0.21)	$ (0.45)
Continuing operations, diluted (in dollars per share)	$ (0.15)	$ (0.23)	$ (0.21)	$ (0.45)
Weighted average common shares outstanding, basic and diluted
Basic (in shares)	91,849	89,383	91,542	89,017
Diluted (in shares)	91,849	89,383	91,542	89,017
Other comprehensive loss:
Comprehensive loss	$ (13,520)	$ (20,424)	$ (19,368)	$ (39,989)

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, 2022		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
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
Ending balance at Jun. 30, 2023	164,309	$ 9	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
Ending balance at Jun. 30, 2023	$ 164,309	$ 9	716,821	(552,521)
Beginning balance (in shares) at Dec. 31, 2023	91,091,541	91,091,541
Beginning balance at Dec. 31, 2023	$ 160,215	$ 9	722,504	(562,298)
Increase (Decrease) in Stockholders' Equity
Net loss	(5,848)			(5,848)
Stock-based compensation	2,822		2,822
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		482,197
Shares issued in connection with employee stock plan, net of shares withheld for employee taxes	(1,156)		(1,156)
Ending balance (in shares) at Mar. 31, 2024		91,573,738
Ending balance at Mar. 31, 2024	$ 156,033	$ 9	724,170	(568,146)
Beginning balance (in shares) at Dec. 31, 2023	91,091,541	91,091,541
Beginning balance at Dec. 31, 2023	$ 160,215	$ 9	722,504	(562,298)
Increase (Decrease) in Stockholders' Equity
Net loss	$ (19,368)
Ending balance (in shares) at Jun. 30, 2024	92,023,984	92,023,984
Ending balance at Jun. 30, 2024	$ 143,884	$ 9	725,541	(581,666)
Beginning balance (in shares) at Mar. 31, 2024		91,573,738
Beginning balance at Mar. 31, 2024	156,033	$ 9	724,170	(568,146)
Increase (Decrease) in Stockholders' Equity
Net loss	(13,520)			(13,520)
Repurchase of common stock (in shares)		(425,009)
Repurchase of common stock	(1,222)		(1,222)
Stock-based compensation	3,366		3,366
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		875,255
Shares issued in connection with employee stock plan, net of shares withheld for employee taxes	$ (773)		(773)
Ending balance (in shares) at Jun. 30, 2024	92,023,984	92,023,984
Ending balance at Jun. 30, 2024	$ 143,884	$ 9	$ 725,541	$ (581,666)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (19,368)	$ (39,989)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	9,269	8,282
Bad debt expense and other reserves	369	340
Stock-based compensation	5,821	8,599
Increase in the fair value of contingent consideration liability	179	655
Amortization of lease right-of-use assets	305	1,693
Impairment of right-of-use assets	6,880	2,053
Other noncash expense	562	194
Changes in operating assets and liabilities:
Accounts receivable	1,594	(2,790)
Prepaid expenses and other assets	(2,065)	(626)
Accounts payable	2,128	688
Accrued employee expenses	(2,864)	484
Operating lease liabilities	(2,492)	(2,316)
Accrued expenses and other current liabilities	(272)	596
Other liabilities	0	45
Net cash provided by (used in) operating activities	46	(22,092)
Cash flows from investing activities
Purchase of property and equipment	(4,181)	(7,098)
Net cash used in investing activities	(4,181)	(7,098)
Cash flows from financing activities
Payment for Contingent Consideration Liability, Financing Activities	(1,610)	(1,908)
Proceeds from exercise of common stock options	61	64
Taxes paid related to net share settlement of equity awards	(1,990)	(2,079)
Payments for the repurchase of common stock	(1,336)	0
Net cash used in financing activities	(4,875)	(3,923)
Net decrease in cash, cash equivalents and restricted cash	(9,010)	(33,113)
Cash, cash equivalents and restricted cash at beginning of period	127,954	142,405
Cash, cash equivalents and restricted cash at end of period	136,964	175,518
Supplemental disclosures of non-cash activities
Stock-based compensation capitalized for software development	367	447
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	$ 691	$ 1,066

Organization and Nature of Busi

Organization and Nature of Business	6 Months Ended
	Jun. 30, 2024
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, 2024
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, 2023, 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, 2023 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 22, 2024. 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 related to right-of-use assets and lease liabilities, assets and liabilities assumed in business combinations, and performance-based stock units. Segments The Company has one operating segment. From January 1, 2024 through June 30, 2024, the Company’s chief operating decision maker (the “CODM”) was comprised solely of the President and Chief Executive Officer (“CEO”) who 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 9). 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, 2024 and December 31, 2023, cash and cash equivalents were comprised primarily of cash held in money market funds and checking accounts. At December 31, 2023, cash and cash equivalents included restricted cash used to collateralize a letter of credit to secure certain of the Company’s obligations under one of its office leases, which has since been terminated (Note 5). 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 2024 2023 2024 2023 Allowances, at beginning of period $ 965 $ 1,091 $ 1,118 $ 1,073 Charged as a reduction of revenue 548 791 977 1,496 Charged to bad debt expense in general and administrative expenses 151 245 369 340 Write-offs, net of recoveries (804) (955) (1,604) (1,737) Allowances, at end of period $ 860 $ 1,172 $ 860 $ 1,172 The Company’s assessment considered business and market disruptions impacting its customers and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and interest rates and the impact of ongoing supply chain disruptions are difficult to

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
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 its 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 consideration liability a s of June 30, 2024. The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 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 balance sheet. 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, 2024 At December 31, 2023 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 122,883 $ — $ — $ 122,883 $ 119,735 $ — $ — $ 119,735 Total assets $ 122,883 $ — $ — $ 122,883 $ 119,735 $ — $ — $ 119,735 At June 30, 2024 At December 31, 2023 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Liabilities: Contingent consideration, current $ — $ — $ 3,771 $ 3,771 $ — $ — $ 1,981 $ 1,981 Contingent consideration, non-current — — — — — — 3,611 3,611 Total liabilities $ — $ — $ 3,771 $ 3,771 $ — $ — $ 5,592 $ 5,592 Contingent Consideration Obligations The following table summarizes the changes in the contingent consideration obligation related to the Company’s acquisition of Digital Motors (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Fair value, beginning of period $ 3,684 $ 5,252 $ 5,592 $ 6,661 Cash payments — — (2,000) (2,000) Changes in fair value 87 64 179 655 Fair value, end of period $ 3,771 $ 5,316 $ 3,771 $ 5,316

Property and Equipment, net

Property and Equipment, net	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment consisted of the following at June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Computer equipment and internally developed software $ 84,701 $ 87,830 Furniture and fixtures 962 1,527 Leasehold improvements 4,934 8,694 90,597 98,051 Less: Accumulated depreciation (73,651) (79,171) Total property and equipment, net $ 16,946 $ 18,880 Included in the table above are property and equipment of $0.6 million and $1.0 million at June 30, 2024 and December 31, 2023, 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 $3.1 million and $2.9 million for the three months ended June 30, 2024 and 2023, respectively. Total depreciation and amortization expense of property and equipment was $6.1 million and $5.9 million for the six months ended June 30, 2024 and 2023, respectively. Amortization of internal use capitalized software development costs was $3.0 million and $2.8 million for the three months ended June 30, 2024 and 2023, respectively. Amortization of internal use capitalized software development costs was $5.8 million and $5.6 million for the six months ended June 30, 2024 and 2023, respectively.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
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 $7.2 million during the year ended December 31, 2023 in connection with the Restructuring Plan. The Company did not record any restructuring costs during the six months ended June 30, 2024 related to the Restructuring Plan and 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, 2024 (in thousands): Restructuring Costs Liability Accrual at December 31, 2023 $ 951 Expense — Cash Payments (951) Accrual at June 30, 2024 $ — 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. On April 10, 2024, the Company notified Mani Brothers Portofino Plaza (DE), LLC, a Delaware limited liability company (the “Landlord”) that the Company was exercising its right to terminate a lease for office space (the "Lease") located at 1401 Ocean Avenue, Santa Monica, California (the “Premises”) effective immediately, following the Landlord's breach of the Lease and related conduct by the Landlord. Also on April 10, 2024, the Company filed a lawsuit in Los Angeles Superior Court, seeking a declaratory judgment that its termination of the Lease was justified under applicable California law, along with certain other relief. A letter of credit with a principal amount of $1,750,000 (the “Letter of Credit”) secured the Company’s obligations under the Lease. As described in Note 2, the full principal amount of the Letter of Credit was collateralized by restricted cash. On April 18, 2024, the Landlord notified both the Company and the bank that issued the Letter of Credit that the Landlord was drawing down the full amount available under the Letter of Credit. The drawdown on the Letter of Credit was completed on April 25, 2024 and the Company has applied the payment as a reduction to the lease liability. The Company vacated and returned possession of the Premises on April 30, 2024. On May 8, 2024, the Landlord filed a cross-complaint against the Company alleging breach of contract as a result of the Company’s termination of the Lease and seeking an unspecified amount of damages. As of June 30, 2024, the Company has fully impaired the right-of-use asset associated with the lease of $6.8 million in accordance with FASB ASC 360 — Property, Plant, and Equipment . At June 30, 2024, the lease liability of $7.0 million remains on the condensed consolidated balance sheet and will remain until the matter is legally resolved in accordance with FASB ASC 405 — Liabilities . The Company will continue to recognize lease cost for the accretion of interest on the lease liability until the matter is resolved. The Company intends to vigorously defend its position that the lease was appropriately terminated. Employment Contracts The Company has entered into employment contracts with certain executives of the Company. Employment under these contracts is at-will employment. However, under the provisions of the contracts, the Company would incur severance obligations of up to twelve months of the executive’s annual base salary for certain events such as involuntary terminations. Indemnifications

Stock-based Awards

Stock-based Awards	6 Months Ended
	Jun. 30, 2024
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, 2024 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding at December 31, 2023 2,240,898 $ 10.65 3.1 Granted — — Exercised (22,727) 2.68 Forfeited/expired (787,886) 12.39 Outstanding at June 30, 2024 1,430,285 $ 9.82 3.7 At June 30, 2024, total remaining stock-based compensation expense for unvested stock option awards was $0.2 million, which is expected to be recognized over a weighted-average period of 0.8 years. For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense for stock option awards of less than $0.1 million and $0.4 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense for stock option awards of $0.1 million and $0.7 million, respectively. Restricted Stock Units Activity in connection with restricted stock units is as follows for the six months ended June 30, 2024: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2023 5,763,510 $ 2.94 Granted 3,152,300 3.46 Vested (1,604,111) 3.02 Forfeited (609,353) 3.24 Non-vested — June 30, 2024 6,702,346 $ 3.14 At June 30, 2024, total remaining stock-based compensation expense for non-vested restricted stock units was $20.0 million, which is expected to be recognized over a weighted-average period of 2.7 years. For the three months ended June 30, 2024 and 2023, the Company recorded $2.3 million and $3.3 million in stock-based compensation expense for restricted stock units, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded $4.1 million and $6.5 million in stock-based compensation expense for restricted stock units, respectively. Performance Stock Units Activity in connection with performance stock units is as follows for the six months ended June 30, 2024: Number of Weighted- Average Grant Date Fair Value Outstanding — December 31, 2023 2,518,556 $ 4.18 Granted 1,231,577 4.39 Vested (364,837) 5.99 Forfeited (131,555) 5.25 Outstanding — June 30, 2024 3,253,741 $ 4.01 At June 30, 2024, total remaining stock-based compensation expense for non-vested performance stock units was $7.0 million, which is expected to be recognized over a weighted-average period of 2.3 years. For the three months ended June 30, 2024 and 2023, the Company recorded $0.9 million and $0.2 million in stock-based compensation expense for performance stock units, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded $1.6 million and $1.4 million in stock-based compensation expense for performance stock units, respectively. Stock-based Compensation Cost The Company recorded stock-based compensation cost relating to stock options, restricted stock units, and performance stock units in the following categories on the accompanying condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of revenue $ 62 $ 54 $ 114 $ 104 Sales and marketing 516 827 915 2,722 Technology and development 532 980 1,028 1,997 General and administrative 2,079 2,030 3,764 3,776 Total stock-based compensation expense 3,189 3,891 5,821 8,599 Amount capitalized to internal software use 177 225 367 447 Total stock-based compensation cost $ 3,366 $ 4,116 $ 6,188 $ 9,046

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2024
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 and six months ended June 30, 2024 and 2023. The Company’s provision for income taxes for the three and six months ended June 30, 2024 and 2023 reflects state income tax expense. 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, 2024, 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, 2024
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 2024 2023 2024 2023 Net loss $ (13,520) $ (20,424) $ (19,368) $ (39,989) Weighted average common shares outstanding, basic and diluted 91,849 89,383 91,542 89,017 Net loss per share, basic and diluted $ (0.15) $ (0.23) $ (0.21) $ (0.45) The following table presents the number of anti-dilutive shares excluded from the calculation of diluted loss per share at June 30, 2024 and 2023 (in thousands): June 30, 2024 2023 Options to purchase common stock 1,430 3,925 Unvested restricted stock units 6,702 6,812 Unvested performance stock units 3,254 2,650 Total shares excluded from net loss per share 11,386 13,387 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. In February 2024, the Program had a remaining authorization of $45.8 million and the Company’s board of directors increased the authorization of the Program by $54.2 million, bringing the total remaining authorization to $100 million, as well as extended the expiration of the program until December 31, 2026. 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 and six months ended June 30, 2024, the Company repurchased and retired a total of 425,009 shares under the Program for $1.2 million. During the three and six months ended June 30, 2023, the Company had no share repurchases. As of June 30, 2024, the Company had a remaining authorization of $98.8 million for future share repurchases.

Revenue Information

Revenue Information	6 Months Ended
	Jun. 30, 2024
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 2024 2023 2024 2023 Dealer revenue $ 38,556 $ 35,654 $ 74,602 $ 71,485 OEM incentives revenue 3,008 3,507 7,872 4,546 Other revenue 231 132 373 242 Total revenues $ 41,795 $ 39,293 $ 82,847 $ 76,273 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, 2023 were transferred to accounts receivable during the six months ended June 30, 2024 as vehicle sales occurred, with no significant changes in the estimate. A contract asset of $0.9 million and $0.9 million was recorded as of June 30, 2024 and December 31, 2023, respectively, for leads delivered where consideration to be received was still conditional upon subsequent vehicle sales.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events From July 1, 2024 through August 2, 2024, the Company repurchased and retired 1,205,223 shares under the open market stock repurchase program for $4.3 million. Following these repurchases, the Company had a remaining authorization of $94.5 million for future share repurchases.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (13,520)	$ (5,848)	$ (20,424)	$ (19,565)	$ (19,368)	$ (39,989)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
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, 2023, 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 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 related to right-of-use assets and lease liabilities, assets and liabilities assumed in business combinations, and performance-based stock units.
Segments	Segments The Company has one operating segment. From January 1, 2024 through June 30, 2024, the Company’s chief operating decision maker (the “CODM”) was comprised solely of the President and Chief Executive Officer (“CEO”) who 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 9). 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	a s of June 30, 2024.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
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 2024 2023 2024 2023 Allowances, at beginning of period $ 965 $ 1,091 $ 1,118 $ 1,073 Charged as a reduction of revenue 548 791 977 1,496 Charged to bad debt expense in general and administrative expenses 151 245 369 340 Write-offs, net of recoveries (804) (955) (1,604) (1,737) Allowances, at end of period $ 860 $ 1,172 $ 860 $ 1,172 The Company’s assessment considered business and market disruptions impacting its customers and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and interest rates and the impact of ongoing supply chain disruptions are difficult to

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
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, 2024 and December 31, 2023 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 balance sheet. 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, 2024 At December 31, 2023 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Assets: Cash equivalents $ 122,883 $ — $ — $ 122,883 $ 119,735 $ — $ — $ 119,735 Total assets $ 122,883 $ — $ — $ 122,883 $ 119,735 $ — $ — $ 119,735 At June 30, 2024 At December 31, 2023 Total Fair Total Fair Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Value Liabilities: Contingent consideration, current $ — $ — $ 3,771 $ 3,771 $ — $ — $ 1,981 $ 1,981 Contingent consideration, non-current — — — — — — 3,611 3,611 Total liabilities $ — $ — $ 3,771 $ 3,771 $ — $ — $ 5,592 $ 5,592
Schedule of changes in fair value of contingent consideration obligation	The following table summarizes the changes in the contingent consideration obligation related to the Company’s acquisition of Digital Motors (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Fair value, beginning of period $ 3,684 $ 5,252 $ 5,592 $ 6,661 Cash payments — — (2,000) (2,000) Changes in fair value 87 64 179 655 Fair value, end of period $ 3,771 $ 5,316 $ 3,771 $ 5,316

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Computer equipment and internally developed software $ 84,701 $ 87,830 Furniture and fixtures 962 1,527 Leasehold improvements 4,934 8,694 90,597 98,051 Less: Accumulated depreciation (73,651) (79,171) Total property and equipment, net $ 16,946 $ 18,880

Commitment and Contingencies (T

Commitment and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2024
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, 2024 (in thousands): Restructuring Costs Liability Accrual at December 31, 2023 $ 951 Expense — Cash Payments (951) Accrual at June 30, 2024 $ —

Stock-based Awards (Tables)

Stock-based Awards (Tables)	6 Months Ended
	Jun. 30, 2024
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, 2024 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding at December 31, 2023 2,240,898 $ 10.65 3.1 Granted — — Exercised (22,727) 2.68 Forfeited/expired (787,886) 12.39 Outstanding at June 30, 2024 1,430,285 $ 9.82 3.7
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, 2024: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2023 5,763,510 $ 2.94 Granted 3,152,300 3.46 Vested (1,604,111) 3.02 Forfeited (609,353) 3.24 Non-vested — June 30, 2024 6,702,346 $ 3.14 Activity in connection with performance stock units is as follows for the six months ended June 30, 2024: Number of Weighted- Average Grant Date Fair Value Outstanding — December 31, 2023 2,518,556 $ 4.18 Granted 1,231,577 4.39 Vested (364,837) 5.99 Forfeited (131,555) 5.25 Outstanding — June 30, 2024 3,253,741 $ 4.01
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, restricted stock units, and performance stock units in the following categories on the accompanying condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of revenue $ 62 $ 54 $ 114 $ 104 Sales and marketing 516 827 915 2,722 Technology and development 532 980 1,028 1,997 General and administrative 2,079 2,030 3,764 3,776 Total stock-based compensation expense 3,189 3,891 5,821 8,599 Amount capitalized to internal software use 177 225 367 447 Total stock-based compensation cost $ 3,366 $ 4,116 $ 6,188 $ 9,046

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2024
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 2024 2023 2024 2023 Net loss $ (13,520) $ (20,424) $ (19,368) $ (39,989) Weighted average common shares outstanding, basic and diluted 91,849 89,383 91,542 89,017 Net loss per share, basic and diluted $ (0.15) $ (0.23) $ (0.21) $ (0.45)
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, 2024 and 2023 (in thousands): June 30, 2024 2023 Options to purchase common stock 1,430 3,925 Unvested restricted stock units 6,702 6,812 Unvested performance stock units 3,254 2,650 Total shares excluded from net loss per share 11,386 13,387

Revenue Information (Tables)

Revenue Information (Tables)	6 Months Ended
	Jun. 30, 2024
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 2024 2023 2024 2023 Dealer revenue $ 38,556 $ 35,654 $ 74,602 $ 71,485 OEM incentives revenue 3,008 3,507 7,872 4,546 Other revenue 231 132 373 242 Total revenues $ 41,795 $ 39,293 $ 82,847 $ 76,273

Summary of Significant Accoun_4

Summary of Significant 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, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Allowance for Doubtful Accounts Receivable [Roll Forward]
Allowances, at beginning of period	$ 965	$ 1,091	$ 1,118	$ 1,073
Charged as a reduction of revenue	548	791	977	1,496
Charged to bad debt expense in general and administrative expenses	151	245	369	340
Write-offs, net of recoveries	(804)	(955)	(1,604)	(1,737)
Allowances, at end of period	$ 860	$ 1,172	$ 860	$ 1,172

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value Measurements
Contingent consideration, current	$ 3,771	$ 1,981
Contingent consideration, non-current	0	3,611
Total liabilities	3,771	5,592
Level 1
Fair Value Measurements
Cash equivalents	122,883	119,735
Total assets	122,883	119,735
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	3,771	1,981
Contingent consideration, non-current	0	3,611
Total liabilities	3,771	5,592
Total fair value
Fair Value Measurements
Cash equivalents	122,883	119,735
Total assets	$ 122,883	$ 119,735

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, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Combination, Contingent Consideration, Liability [Roll Forward]
Increase in the fair value of contingent consideration liability			$ 179,000	$ 655,000
Level 3 | Recurring
Business Combination, Contingent Consideration, Liability [Roll Forward]
Fair value, beginning of period	$ 3,684,000	$ 5,252,000	5,592,000	6,661,000
Cash payments	0	0	(2,000,000)	(2,000,000)
Increase in the fair value of contingent consideration liability	87,000	64,000	179,000	655,000
Fair value, end of period	$ 3,771,000	$ 5,316,000	$ 3,771,000	$ 5,316,000

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Property and Equipment, net
Property and equipment, gross	$ 90,597		$ 90,597		$ 98,051
Less: Accumulated depreciation	(73,651)		(73,651)		(79,171)
Total property and equipment, net	16,946		16,946		18,880
Property and equipment capitalized but not placed in service	600		600		1,000
Total depreciation and amortization expense	4,684	$ 4,091	9,269	$ 8,282
Amortization	3,000	2,800	5,800	5,600
Property and Equipment
Property and Equipment, net
Total depreciation and amortization expense	3,100	$ 2,900	6,100	$ 5,900
Computer equipment and internally developed software
Property and Equipment, net
Property and equipment, gross	84,701		84,701		87,830
Furniture and fixtures
Property and Equipment, net
Property and equipment, gross	962		962		1,527
Leasehold improvements
Property and Equipment, net
Property and equipment, gross	$ 4,934		$ 4,934		$ 8,694

Commitments and Contingencies -

Commitments and Contingencies - Reorganization (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Restructuring costs	$ 0	$ 7,200

Commitments and Contingencies_2

Commitments and Contingencies - Restructuring Plan Roll Forward (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Accrual at December 31, 2023	$ 951
Expense	0	$ 7,200
Cash Payments	(951)
Accrual at June 30, 2024	$ 0	$ 951

Commitments and Contingencies_3

Commitments and Contingencies - Legal Proceedings (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Apr. 10, 2024	Dec. 31, 2023
Other Commitments [Line Items]
Operating lease right-of-use assets (within other assets)	$ 3,019		$ 10,132
Office Building
Other Commitments [Line Items]
Letters of credit outstanding, amount		$ 1,750
Operating lease right-of-use assets (within other assets)	6,800
Operating lease, liability	$ 7,000

Commitments and Contingencies_4

Commitments and Contingencies - Employment Contracts (Details)	6 Months Ended
	Jun. 30, 2024
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 - S

Stock-based Awards (Details - Stock Options) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Weighted-Average Remaining Contractual Life
Stock-based compensation expense	$ 3,189	$ 3,891	$ 5,821	$ 8,599
Options
Number of Options
Outstanding at the beginning of period (in shares)			2,240,898
Granted (in shares)			0
Exercised (in shares)			(22,727)
Forfeited/expired (in shares)			(787,886)
Outstanding at the end of the period (in shares)	1,430,285		1,430,285		2,240,898
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)			$ 10.65
Granted (in dollars per share)			0
Exercised (in dollars per share)			2.68
Forfeited/expired (in dollars per share)			12.39
Outstanding at the end of the period (in dollars per share)	$ 9.82		$ 9.82		$ 10.65
Weighted-Average Remaining Contractual Life
Weighted average remaining contractual life (in years)			3 years 8 months 12 days		3 years 1 month 6 days
Remaining stock-based compensation expense for unvested awards	$ 200		$ 200
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years)			9 months 18 days
Stock-based compensation expense	$ 100	$ 400	$ 100	$ 700

Stock-based Awards (Details - R

Stock-based Awards (Details - RSUs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Weighted-Average Grant Date Fair Value
Stock based compensation expense	$ 3,189	$ 3,891	$ 5,821	$ 8,599
Unvested restricted stock units
Number of Shares
Non-vested at the beginning of period (in shares)			5,763,510
Granted (in shares)			3,152,300
Vested (in shares)			(1,604,111)
Forfeited (in shares)			(609,353)
Non-vested at the end of the period (in per share)	6,702,346		6,702,346
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)			$ 2.94
Granted (in dollars per share)			3.46
Vested (in dollars per share)			3.02
Forfeited (in dollars per share)			3.24
Non-vested at the end of the period (in dollars per share)	$ 3.14		$ 3.14
Remaining stock based compensation expense for non vested restricted stock units	$ 20,000		$ 20,000
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years)			2 years 8 months 12 days
Stock based compensation expense	$ 2,300	$ 3,300	$ 4,100	$ 6,500

Stock-based Awards (Details - P

Stock-based Awards (Details - PSUs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Weighted-Average Grant Date Fair Value
Stock-based compensation expense	$ 3,189	$ 3,891	$ 5,821	$ 8,599
Performance Stock Units
Number of Shares
Non-vested at the beginning of period (in shares)			2,518,556
Granted (in shares)			1,231,577
Vested (in shares)			(364,837)
Forfeited (in shares)			(131,555)
Non-vested at the end of the period (in per share)	3,253,741		3,253,741
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)			$ 4.18
Granted (in dollars per share)			4.39
Vested (in dollars per share)			5.99
Forfeited (in dollars per share)			5.25
Non-vested at the end of the period (in dollars per share)	$ 4.01		$ 4.01
Remaining stock-based compensation expense for unvested awards	$ 7,000		$ 7,000
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years)			2 years 3 months 18 days
Stock-based compensation expense			$ 1,600	$ 1,400

Stock-based Awards (Details -_2

Stock-based Awards (Details - Stock-based Compensation Cost) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock-based Compensation Cost
Stock-based compensation expense	$ 3,189	$ 3,891	$ 5,821	$ 8,599
Amount capitalized to internal software use	177	225	367	447
Total stock-based compensation cost	3,366	4,116	6,188	9,046
Cost of revenue
Stock-based Compensation Cost
Stock-based compensation expense	62	54	114	104
Sales and marketing
Stock-based Compensation Cost
Stock-based compensation expense	516	827	915	2,722
Technology and development
Stock-based Compensation Cost
Stock-based compensation expense	532	980	1,028	1,997
General and administrative
Stock-based Compensation Cost
Stock-based compensation expense	$ 2,079	$ 2,030	$ 3,764	$ 3,776

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Examination [Line Items]
Provision for income taxes	$ 3	$ 7	$ 10	$ 13
Maximum
Income Tax Examination [Line Items]
Provision for income taxes	$ 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				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (13,520)	$ (5,848)	$ (20,424)	$ (19,565)	$ (19,368)	$ (39,989)
Weighted average common shares outstanding, basic and diluted
Diluted (in shares)	91,849		89,383		91,542	89,017
Basic (in shares)	91,849		89,383		91,542	89,017
Net loss per share, basic and diluted
Continuing operations, basic (in dollars per share)	$ (0.15)		$ (0.23)		$ (0.21)	$ (0.45)
Continuing operations, diluted (in dollars per share)	$ (0.15)		$ (0.23)		$ (0.21)	$ (0.45)

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, 2024	Jun. 30, 2023
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	11,386	13,387
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	1,430	3,925
Unvested restricted stock units
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	6,702	6,812
Performance Stock Units
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders
Total shares excluded from net loss per share	3,254	2,650

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Feb. 29, 2024	May 31, 2021	Jul. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Authorized amount					$ 100,000,000	$ 150,000,000	$ 75,000,000
Additional authorized amount					54,200,000	$ 75,000,000
Remaining authorized amount	$ 98,800,000		$ 98,800,000		$ 45,800,000
Repurchased and retired (in shares)	425,009	0	425,009	0
Repurchased and retired	$ 1,200,000		$ 1,200,000

Revenue Information - Schedule

Revenue Information - Schedule of Revenue Categories (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue Information
Revenue	$ 41,795	$ 39,293	$ 82,847	$ 76,273
Dealer revenue
Revenue Information
Revenue	38,556	35,654	74,602	71,485
OEM incentives revenue
Revenue Information
Revenue	3,008	3,507	7,872	4,546
Other revenue
Revenue Information
Revenue	$ 231	$ 132	$ 373	$ 242

Revenue Information - Narrative

Revenue Information - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract asset	$ 0.9	$ 0.9

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Aug. 02, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Feb. 29, 2024
Subsequent Event [Line Items]
Repurchased and retired (in shares)		425,009	0	425,009	0
Repurchased and retired		$ 1,200,000		$ 1,200,000
Remaining authorized amount		$ 98,800,000		$ 98,800,000		$ 45,800,000
Subsequent Event
Subsequent Event [Line Items]
Repurchased and retired (in shares)	1,205,223
Repurchased and retired	$ 4,300,000
Remaining authorized amount	$ 94,500,000