TrueCar (TRUE) 10-Q 7 Nov 24 2024 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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		86,958,087
Entity Central Index Key	0001327318
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents (includes restricted cash of $1,855 at December 31, 2023)	$ 114,509	$ 136,964
Accounts receivable, net of allowances of $812 and $1,118 at September 30, 2024 and December 31, 2023, respectively	16,522	18,264
Prepaid expenses	6,555	6,067
Other current assets	2,710	1,787
Total current assets	140,296	163,082
Property and equipment, net	16,385	18,880
Operating lease right-of-use assets	2,682	10,132
Intangible assets, net	3,568	8,375
Other assets	4,598	3,851
Total assets	167,529	204,320
Current liabilities
Accounts payable	7,742	6,875
Accrued employee expenses	4,993	6,667
Operating lease liabilities, current	2,285	3,240
Accrued expenses and other current liabilities	14,912	12,196
Total current liabilities	29,932	28,978
Operating lease liabilities, net of current portion	9,262	11,169
Other Liabilities, Noncurrent	347	3,958
Total liabilities	39,541	44,105
Commitments and contingencies (Note 5)
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at September 30, 2024 and December 31, 2023, respectively; no shares issued and outstanding at September 30, 2024 and December 31, 2023	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at September 30, 2024 and December 31, 2023, respectively; 88,506,616 and 91,091,541 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	9	9
Additional paid-in capital	715,476	722,504
Accumulated deficit	(587,497)	(562,298)
Total stockholders’ equity	127,988	160,215
Total liabilities and stockholders’ equity	$ 167,529	$ 204,320

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Restricted cash		$ 1,855
Allowance for doubtful accounts receivables- current	$ 812	$ 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)	88,506,616	91,091,541
Common stock, shares outstanding (in shares)	88,506,616	91,091,541

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 46,544	$ 41,146	$ 129,391	$ 117,419
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented separately below)	7,736	3,813	17,481	11,590
Sales and marketing	25,049	23,153	71,076	77,099
Technology and development	7,179	9,341	22,735	35,349
General and administrative	9,560	9,525	34,484	33,099
Depreciation and amortization	4,408	4,894	13,677	13,176
Total costs and operating expenses	53,932	50,726	159,453	170,313
Loss from operations	(7,388)	(9,580)	(30,062)	(52,894)
Interest income	1,560	1,706	4,876	5,044
Loss before income taxes	(5,828)	(7,874)	(25,186)	(47,850)
Provision for income taxes	3	1	13	14
Net loss	$ (5,831)	$ (7,875)	$ (25,199)	$ (47,864)
Net loss per share, basic and diluted
Continuing operations, basic (in dollars per share)	$ (0.06)	$ (0.09)	$ (0.28)	$ (0.54)
Continuing operations, diluted (in dollars per share)	$ (0.06)	$ (0.09)	$ (0.28)	$ (0.54)
Weighted average common shares outstanding, basic and diluted
Basic (in shares)	90,323	90,176	91,133	89,407
Diluted (in shares)	90,323	90,176	91,133	89,407
Other comprehensive loss:
Comprehensive loss	$ (5,831)	$ (7,875)	$ (25,199)	$ (47,864)

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	(47,864)
Ending balance (in shares) at Sep. 30, 2023		90,542,616
Ending balance at Sep. 30, 2023	159,874	$ 9	720,261	(560,396)
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)
Increase (Decrease) in Stockholders' Equity
Net loss	(7,875)			(7,875)
Stock-based compensation	3,477		3,477
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		577,274
Shares issued in connection with employee stock plan, net of shares withheld for employee taxes	(37)		(37)
Ending balance (in shares) at Sep. 30, 2023		90,542,616
Ending balance at Sep. 30, 2023	$ 159,874	$ 9	720,261	(560,396)
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	$ (25,199)
Ending balance (in shares) at Sep. 30, 2024	88,506,616	88,506,616
Ending balance at Sep. 30, 2024	$ 127,988	$ 9	715,476	(587,497)
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, including excise tax	(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
Ending balance at Jun. 30, 2024	143,884	$ 9	725,541	(581,666)
Increase (Decrease) in Stockholders' Equity
Net loss	(5,831)			(5,831)
Repurchase of common stock (in shares)		(3,875,069)
Repurchase of common stock, including excise tax	(12,587)		(12,587)
Stock-based compensation	3,140		3,140
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		357,701
Shares issued in connection with employee stock plan, net of shares withheld for employee taxes	$ (618)		(618)
Ending balance (in shares) at Sep. 30, 2024	88,506,616	88,506,616
Ending balance at Sep. 30, 2024	$ 127,988	$ 9	$ 715,476	$ (587,497)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (25,199)	$ (47,864)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	13,677	13,176
Bad debt expense and other reserves	510	465
Stock-based compensation	8,774	11,872
Increase in the fair value of contingent consideration liability	281	771
Amortization of lease right-of-use assets	642	2,350
Impairment of right-of-use assets	6,880	2,376
Other noncash expense	781	382
Changes in operating assets and liabilities:
Accounts receivable	1,232	(725)
Prepaid expenses and other assets	(2,245)	1,471
Accounts payable	820	1,254
Accrued employee expenses	(1,566)	742
Operating lease liabilities	(3,072)	(3,173)
Accrued expenses and other current liabilities	331	245
Other liabilities	0	43
Net cash provided by (used in) operating activities	1,846	(16,615)
Cash flows from investing activities
Purchase of property and equipment	(6,151)	(9,469)
Net cash used in investing activities	(6,151)	(9,469)
Cash flows from financing activities
Payment for Contingent Consideration Liability, Financing Activities	(1,610)	(1,908)
Proceeds from exercise of common stock options	61	502
Taxes paid related to net share settlement of equity awards	(2,608)	(2,554)
Payments for the repurchase of common stock	(13,993)	0
Net cash used in financing activities	(18,150)	(3,960)
Net decrease in cash, cash equivalents and restricted cash	(22,455)	(30,044)
Cash, cash equivalents and restricted cash at beginning of period	114,509	145,474
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	554	651
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	$ 779	$ 1,009

Organization and Nature of Busi

Organization and Nature of Business	9 Months Ended
	Sep. 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. 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 TrueCar 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	9 Months Ended
	Sep. 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 10-01 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 September 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 September 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. 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 Nine Months Ended 2024 2023 2024 2023 Allowances, at beginning of period $ 860 $ 1,172 $ 1,118 $ 1,073 Charged as a reduction of revenue 621 585 1,598 2,081 Charged to bad debt expense in general and administrative expenses 141 125 510 465 Write-offs, net of recoveries (810) (881) (2,414) (2,618) Allowances, at end of period $ 812 $ 1,001 $ 812 $ 1,001 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 are difficult to predict, causing variability and volatility that may have a material impact on the Company’s allowance for credit losses in future periods. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This standard requires public companies, including entities with a single reportable segment, to disclose information about their reportable segments’ significant expenses and other items on an interim and annual basis to provide more transparency about the expenses they incur from revenue generating business units. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis, with early adoption permitted. The Company does not expect the adoption of the new standard to have a material effect on its consolidated financial statements, other than expanded segment disclosures.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 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 September 30, 2024. The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis at September 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 September 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 $ 109,532 $ — $ — $ 109,532 $ 119,735 $ — $ — $ 119,735 Total assets $ 109,532 $ — $ — $ 109,532 $ 119,735 $ — $ — $ 119,735 At September 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 $ — $ — $ 3,873 $ 3,873 $ — $ — $ 1,981 $ 1,981 Contingent consideration, non-current — — — — — — 3,611 3,611 Total liabilities $ — $ — $ 3,873 $ 3,873 $ — $ — $ 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 Nine Months Ended 2024 2023 2024 2023 Fair value, beginning of period $ 3,771 $ 5,316 $ 5,592 $ 6,661 Cash payments — — (2,000) (2,000) Changes in fair value 102 116 281 771 Fair value, end of period $ 3,873 $ 5,432 $ 3,873 $ 5,432

Property and Equipment, net

Property and Equipment, net	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment consisted of the following at September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Computer equipment and internally developed software $ 84,154 $ 87,830 Furniture and fixtures 962 1,527 Leasehold improvements 4,918 8,694 90,034 98,051 Less: Accumulated depreciation (73,649) (79,171) Total property and equipment, net $ 16,385 $ 18,880 Included in the table above are property and equipment of $0.8 million and $1.0 million at September 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 $2.8 million and $3.3 million for the three months ended September 30, 2024 and 2023, respectively. Total depreciation and amortization expense of property and equipment was $8.9 million and $9.2 million for the nine months ended September 30, 2024 and 2023, respectively. Amortization of internal use capitalized software development costs was $2.7 million and $2.8 million for the three months ended September 30, 2024 and 2023, respectively. Amortization of internal use capitalized software development costs was $8.5 million and $8.4 million for the nine months ended September 30, 2024 and 2023, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 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 nine months ended September 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 nine months ended September 30, 2024 (in thousands): Restructuring Costs Liability Accrual at December 31, 2023 $ 951 Expense — Cash Payments (951) Accrual at September 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 September 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 September 30, 2024, the lease liability of $7.1 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	9 Months Ended
	Sep. 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 nine months ended September 30, 2024 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding — December 31, 2023 2,240,898 $ 10.65 3.1 Granted — — Exercised (22,727) 2.68 Forfeited/expired (873,422) 12.37 Outstanding — September 30, 2024 1,344,749 $ 9.67 3.7 At September 30, 2024, total remaining stock-based compensation expense for unvested stock option awards was $0.1 million, which is expected to be recognized over a weighted-average period of 0.5 years. For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for stock option awards of less than $0.1 million and $0.2 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for stock option awards of $0.2 million and $0.9 million, respectively. Restricted Stock Units Activity in connection with restricted stock units is as follows for the nine months ended September 30, 2024: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2023 5,763,510 $ 2.94 Granted 3,480,100 3.45 Vested (2,153,845) 3.13 Forfeited (1,103,038) 3.23 Non-vested — September 30, 2024 5,986,727 $ 3.12 At September 30, 2024, total remaining stock-based compensation expense for non-vested restricted stock units was $17.3 million, which is expected to be recognized over a weighted-average period of 2.7 years. For the three months ended September 30, 2024 and 2023, the Company recorded $2.0 million and $2.4 million in stock-based compensation expense for restricted stock units, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded $6.1 million and $8.9 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 nine months ended September 30, 2024: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2023 2,518,556 $ 4.18 Granted 1,231,577 4.39 Vested (364,837) 5.99 Forfeited (131,555) 5.25 Non-vested — September 30, 2024 3,253,741 $ 4.01 At September 30, 2024, total remaining stock-based compensation expense for non-vested performance stock units was $6.1 million, which is expected to be recognized over a weighted-average period of 2.1 years. For the three months ended September 30, 2024 and 2023, the Company recorded $0.9 million and $0.7 million in stock-based compensation expense for performance stock units, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded $2.5 million and $2.1 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 Nine Months Ended 2024 2023 2024 2023 Cost of revenue $ 66 $ 44 $ 180 $ 148 Sales and marketing 434 493 1,349 3,215 Technology and development 496 1,031 1,524 3,028 General and administrative 1,957 1,705 5,721 5,481 Total stock-based compensation expense 2,953 3,273 8,774 11,872 Amount capitalized to internal software use 187 204 554 651 Total stock-based compensation cost $ 3,140 $ 3,477 $ 9,328 $ 12,523

Income Taxes

Income Taxes	9 Months Ended
	Sep. 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 nine months ended September 30, 2024 and 2023. The Company’s provision for income taxes for the three and nine months ended September 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 nine months ended September 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	9 Months Ended
	Sep. 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 Nine Months Ended 2024 2023 2024 2023 Net loss $ (5,831) $ (7,875) $ (25,199) $ (47,864) Weighted average common shares outstanding, basic and diluted 90,323 90,176 91,133 89,407 Net loss per share, basic and diluted $ (0.06) $ (0.09) $ (0.28) $ (0.54) The following table presents the number of anti-dilutive shares excluded from the calculation of diluted loss per share at September 30, 2024 and 2023 (in thousands): September 30, 2024 2023 Options to purchase common stock 1,345 2,394 Unvested restricted stock units 5,987 6,790 Unvested performance stock units 3,254 2,647 Total shares excluded from net loss per share 10,586 11,831 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 nine months ended September 30, 2024, the Company repurchased and retired a total of 3,875,069 and 4,300,078 shares under the Program for $12.4 million and $13.7 million, respectively, which excludes excise tax imposed under the Inflation Reduction Act of $0.1 million for the three and nine months ended September 30, 2024. During the three and nine months ended September 30, 2023, the Company had no share repurchases. As of September 30, 2024, the Company had a remaining authorization of $86.3 million for future share repurchases.

Revenue Information

Revenue Information	9 Months Ended
	Sep. 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 Nine Months Ended 2024 2023 2024 2023 Dealer revenue $ 41,957 $ 36,068 $ 116,559 $ 107,553 OEM incentives revenue 4,376 4,944 12,248 9,490 Other revenue 211 134 584 376 Total revenues $ 46,544 $ 41,146 $ 129,391 $ 117,419 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 nine months ended September 30, 2024 as vehicle sales occurred, with no significant changes in the estimate. A contract asset of $1.0 million and $0.9 million was recorded as of September 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	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events From October 1, 2024 through November 4, 2024, the Company repurchased and retired 1,706,749 shares under the open market stock repurchase program for $6.2 million. Following these repurchases, the Company had a remaining authorization of $80.2 million for future share repurchases.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (5,831)	$ (13,520)	$ (5,848)	$ (7,875)	$ (20,424)	$ (19,565)	$ (25,199)	$ (47,864)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 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)	9 Months Ended
	Sep. 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 10-01 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 September 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. 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This standard requires public companies, including entities with a single reportable segment, to disclose information about their reportable segments’ significant expenses and other items on an interim and annual basis to provide more transparency about the expenses they incur from revenue generating business units. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis, with early adoption permitted. The Company does not expect the adoption of the new standard to have a material effect on its consolidated financial statements, other than expanded segment disclosures.
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.

Fair Value Measures and Disclos

Fair Value Measures and Disclosures (Policies)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 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 Nine Months Ended 2024 2023 2024 2023 Allowances, at beginning of period $ 860 $ 1,172 $ 1,118 $ 1,073 Charged as a reduction of revenue 621 585 1,598 2,081 Charged to bad debt expense in general and administrative expenses 141 125 510 465 Write-offs, net of recoveries (810) (881) (2,414) (2,618) Allowances, at end of period $ 812 $ 1,001 $ 812 $ 1,001 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 are difficult to

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 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 September 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 September 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 $ 109,532 $ — $ — $ 109,532 $ 119,735 $ — $ — $ 119,735 Total assets $ 109,532 $ — $ — $ 109,532 $ 119,735 $ — $ — $ 119,735 At September 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 $ — $ — $ 3,873 $ 3,873 $ — $ — $ 1,981 $ 1,981 Contingent consideration, non-current — — — — — — 3,611 3,611 Total liabilities $ — $ — $ 3,873 $ 3,873 $ — $ — $ 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 Nine Months Ended 2024 2023 2024 2023 Fair value, beginning of period $ 3,771 $ 5,316 $ 5,592 $ 6,661 Cash payments — — (2,000) (2,000) Changes in fair value 102 116 281 771 Fair value, end of period $ 3,873 $ 5,432 $ 3,873 $ 5,432

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Computer equipment and internally developed software $ 84,154 $ 87,830 Furniture and fixtures 962 1,527 Leasehold improvements 4,918 8,694 90,034 98,051 Less: Accumulated depreciation (73,649) (79,171) Total property and equipment, net $ 16,385 $ 18,880

Commitment and Contingencies (T

Commitment and Contingencies (Tables)	9 Months Ended
	Sep. 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 nine months ended September 30, 2024 (in thousands): Restructuring Costs Liability Accrual at December 31, 2023 $ 951 Expense — Cash Payments (951) Accrual at September 30, 2024 $ —

Stock-based Awards (Tables)

Stock-based Awards (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Summary of stock option activity	A summary of the Company’s stock option activity for the nine months ended September 30, 2024 is as follows: Number of Weighted-Average Exercise Price Weighted-Average (in years) Outstanding — December 31, 2023 2,240,898 $ 10.65 3.1 Granted — — Exercised (22,727) 2.68 Forfeited/expired (873,422) 12.37 Outstanding — September 30, 2024 1,344,749 $ 9.67 3.7
Schedule of activity in connection with restricted stock	Activity in connection with restricted stock units is as follows for the nine months ended September 30, 2024: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2023 5,763,510 $ 2.94 Granted 3,480,100 3.45 Vested (2,153,845) 3.13 Forfeited (1,103,038) 3.23 Non-vested — September 30, 2024 5,986,727 $ 3.12 Activity in connection with performance stock units is as follows for the nine months ended September 30, 2024: Number of Weighted- Average Grant Date Fair Value Non-vested — December 31, 2023 2,518,556 $ 4.18 Granted 1,231,577 4.39 Vested (364,837) 5.99 Forfeited (131,555) 5.25 Non-vested — September 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 Nine Months Ended 2024 2023 2024 2023 Cost of revenue $ 66 $ 44 $ 180 $ 148 Sales and marketing 434 493 1,349 3,215 Technology and development 496 1,031 1,524 3,028 General and administrative 1,957 1,705 5,721 5,481 Total stock-based compensation expense 2,953 3,273 8,774 11,872 Amount capitalized to internal software use 187 204 554 651 Total stock-based compensation cost $ 3,140 $ 3,477 $ 9,328 $ 12,523

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 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 Nine Months Ended 2024 2023 2024 2023 Net loss $ (5,831) $ (7,875) $ (25,199) $ (47,864) Weighted average common shares outstanding, basic and diluted 90,323 90,176 91,133 89,407 Net loss per share, basic and diluted $ (0.06) $ (0.09) $ (0.28) $ (0.54)
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 September 30, 2024 and 2023 (in thousands): September 30, 2024 2023 Options to purchase common stock 1,345 2,394 Unvested restricted stock units 5,987 6,790 Unvested performance stock units 3,254 2,647 Total shares excluded from net loss per share 10,586 11,831

Revenue Information (Tables)

Revenue Information (Tables)	9 Months Ended
	Sep. 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 Nine Months Ended 2024 2023 2024 2023 Dealer revenue $ 41,957 $ 36,068 $ 116,559 $ 107,553 OEM incentives revenue 4,376 4,944 12,248 9,490 Other revenue 211 134 584 376 Total revenues $ 46,544 $ 41,146 $ 129,391 $ 117,419

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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Allowance for Doubtful Accounts Receivable [Roll Forward]
Allowances, at beginning of period	$ 860	$ 1,172	$ 1,118	$ 1,073
Charged as a reduction of revenue	621	585	1,598	2,081
Charged to bad debt expense in general and administrative expenses	141	125	510	465
Write-offs, net of recoveries	(810)	(881)	(2,414)	(2,618)
Allowances, at end of period	$ 812	$ 1,001	$ 812	$ 1,001

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurements
Contingent consideration, current	$ 3,873	$ 1,981
Contingent consideration, non-current	0	3,611
Total liabilities	3,873	5,592
Level 1
Fair Value Measurements
Cash equivalents	109,532	119,735
Total assets	109,532	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	3,873	1,981
Contingent consideration, non-current	0	3,611
Total liabilities	3,873	5,592
Total fair value
Fair Value Measurements
Cash equivalents	109,532	119,735
Total assets	$ 109,532	$ 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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Combination, Contingent Consideration, Liability [Roll Forward]
Increase in the fair value of contingent consideration liability			$ 281,000	$ 771,000
Level 3 | Recurring
Business Combination, Contingent Consideration, Liability [Roll Forward]
Fair value, beginning of period	$ 3,771,000	$ 5,316,000	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	102,000	116,000	281,000	771,000
Fair value, end of period	$ 3,873,000	$ 5,432,000	$ 3,873,000	$ 5,432,000

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property and Equipment, net
Property and equipment, gross	$ 90,034		$ 90,034		$ 98,051
Less: Accumulated depreciation	(73,649)		(73,649)		(79,171)
Total property and equipment, net	16,385		16,385		18,880
Property and equipment capitalized but not placed in service	800		800		1,000
Total depreciation and amortization expense	4,408	$ 4,894	13,677	$ 13,176
Amortization	2,700	2,800	8,500	8,400
Property and Equipment
Property and Equipment, net
Total depreciation and amortization expense	2,800	$ 3,300	8,900	$ 9,200
Computer equipment and internally developed software
Property and Equipment, net
Property and equipment, gross	84,154		84,154		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	$ 4,918		$ 4,918		$ 8,694

Commitments and Contingencies -

Commitments and Contingencies - Reorganization (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 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	9 Months Ended	12 Months Ended
	Sep. 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 September 30, 2024	$ 0	$ 951

Commitments and Contingencies_3

Commitments and Contingencies - Legal Proceedings (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Apr. 10, 2024	Dec. 31, 2023
Other Commitments [Line Items]
Operating lease right-of-use assets (within other assets)	$ 2,682		$ 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	$ 7,100

Commitments and Contingencies_4

Commitments and Contingencies - Employment Contracts (Details)	9 Months Ended
	Sep. 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		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Weighted-Average Remaining Contractual Life
Stock-based compensation expense	$ 2,953	$ 3,273	$ 8,774	$ 11,872
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)			(873,422)
Outstanding at the end of the period (in shares)	1,344,749		1,344,749		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)			12.37
Outstanding at the end of the period (in dollars per share)	$ 9.67		$ 9.67		$ 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	$ 100		$ 100
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years)			6 months
Stock-based compensation expense	$ 100	$ 200	$ 200	$ 900

Stock-based Awards (Details - R

Stock-based Awards (Details - RSUs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Weighted-Average Grant Date Fair Value
Stock based compensation expense	$ 2,953	$ 3,273	$ 8,774	$ 11,872
Unvested restricted stock units
Number of Shares
Non-vested at the beginning of period (in shares)			5,763,510
Granted (in shares)			3,480,100
Vested (in shares)			(2,153,845)
Forfeited (in shares)			(1,103,038)
Non-vested at the end of the period (in per share)	5,986,727		5,986,727
Weighted-Average Grant Date Fair Value
Non-vested at the beginning of period (in dollars per share)			$ 2.94
Granted (in dollars per share)			3.45
Vested (in dollars per share)			3.13
Forfeited (in dollars per share)			3.23
Non-vested at the end of the period (in dollars per share)	$ 3.12		$ 3.12
Remaining stock based compensation expense for non vested restricted stock units	$ 17,300		$ 17,300
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	$ 2,000	$ 2,400	$ 6,100	$ 8,900

Stock-based Awards (Details - P

Stock-based Awards (Details - PSUs) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Weighted-Average Grant Date Fair Value
Stock-based compensation expense	$ 2,953	$ 3,273	$ 8,774	$ 11,872
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	$ 6,100		$ 6,100
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized (in years)			2 years 1 month 6 days
Stock-based compensation expense	$ 900	$ 700	$ 2,500	$ 2,100

Stock-based Awards (Details -_2

Stock-based Awards (Details - Stock-based Compensation Cost) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock-based Compensation Cost
Stock-based compensation expense	$ 2,953	$ 3,273	$ 8,774	$ 11,872
Amount capitalized to internal software use	187	204	554	651
Total stock-based compensation cost	3,140	3,477	9,328	12,523
Cost of revenue
Stock-based Compensation Cost
Stock-based compensation expense	66	44	180	148
Sales and marketing
Stock-based Compensation Cost
Stock-based compensation expense	434	493	1,349	3,215
Technology and development
Stock-based Compensation Cost
Stock-based compensation expense	496	1,031	1,524	3,028
General and administrative
Stock-based Compensation Cost
Stock-based compensation expense	$ 1,957	$ 1,705	$ 5,721	$ 5,481

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Examination [Line Items]
Provision for income taxes	$ 3	$ 1	$ 13	$ 14
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						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (5,831)	$ (13,520)	$ (5,848)	$ (7,875)	$ (20,424)	$ (19,565)	$ (25,199)	$ (47,864)
Weighted average common shares outstanding, basic and diluted
Diluted (in shares)	90,323			90,176			91,133	89,407
Basic (in shares)	90,323			90,176			91,133	89,407
Net loss per share, basic and diluted
Continuing operations, basic (in dollars per share)	$ (0.06)			$ (0.09)			$ (0.28)	$ (0.54)
Continuing operations, diluted (in dollars per share)	$ (0.06)			$ (0.09)			$ (0.28)	$ (0.54)

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	9 Months Ended
	Sep. 30, 2024	Sep. 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	10,586	11,831
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	1,345	2,394
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	5,987	6,790
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	2,647

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 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	$ 86,300,000		$ 86,300,000		$ 45,800,000
Repurchased and retired	3,875,069	$ 4,300,078	12,400,000	$ 13,700,000
Excise tax	$ 100,000		$ 100,000
Repurchased and retired (in shares)		0		0

Revenue Information - Schedule

Revenue Information - Schedule of Revenue Categories (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue Information
Revenue	$ 46,544	$ 41,146	$ 129,391	$ 117,419
Dealer revenue
Revenue Information
Revenue	41,957	36,068	116,559	107,553
OEM incentives revenue
Revenue Information
Revenue	4,376	4,944	12,248	9,490
Other revenue
Revenue Information
Revenue	$ 211	$ 134	$ 584	$ 376

Revenue Information - Narrative

Revenue Information - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract asset	$ 1	$ 0.9

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 04, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Feb. 29, 2024
Subsequent Event [Line Items]
Repurchased and retired (in shares)			0		0
Repurchased and retired		$ 3,875,069	$ 4,300,078	$ 12,400,000	$ 13,700,000
Remaining authorized amount		$ 86,300,000		$ 86,300,000		$ 45,800,000
Subsequent Event
Subsequent Event [Line Items]
Repurchased and retired (in shares)	1,706,749
Repurchased and retired	$ 6,200,000
Remaining authorized amount	$ 80,200,000