Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 10, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'TrueCar, Inc. | ' |
Entity Central Index Key | '0001327318 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 77,145,688 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash and cash equivalents | $112,999 | $43,819 |
Restricted cash — current | ' | 2,000 |
Accounts receivable, net of allowances of $2,120 and $2,184 at September 30, 2014 and December 31, 2013, respectively (includes related party receivables of $769 and $431 at September 30, 2014 and December 31, 2013, respectively) | 28,953 | 18,803 |
Notes receivable from related parties — current | 380 | 178 |
Prepaid expenses (includes related party prepaid expenses of $1,376 at September 30, 2014) | 6,239 | 3,550 |
Other current assets (includes related party receivables of $363 at December 31, 2013) | 1,827 | 1,226 |
Total current assets | 150,398 | 69,576 |
Property and equipment, net | 28,688 | 15,238 |
Goodwill | 53,270 | 53,270 |
Intangible assets, net | 28,984 | 31,834 |
Notes receivable from related parties | ' | 2,682 |
Other assets | 427 | 2,150 |
Total assets | 261,767 | 174,750 |
Current liabilities | ' | ' |
Accounts payable (includes related party payables of $366 and $1,161 at September 30, 2014 and December 31, 2013, respectively) | 12,350 | 9,804 |
Accrued employee expenses | 9,778 | 10,129 |
Revolving line of credit | 5,000 | 4,764 |
Other accrued expenses (includes related party payables of $259 at December 31, 2013) | 11,296 | 6,242 |
Total current liabilities | 38,424 | 30,939 |
Deferred tax liabilities | 2,223 | 1,791 |
Lease financing obligation | 5,970 | ' |
Other liabilities | 473 | 616 |
Total liabilities | 47,090 | 33,346 |
Commitments and contingencies (Note 7) | ' | ' |
Series A convertible preferred stock — $0.0001 par value; 4,500,000 shares authorized at December 31, 2013; no shares and 2,857,143 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | ' | 29,224 |
Stockholders' Equity | ' | ' |
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at September 30, 2014; no shares issued and outstanding at September 30, 2014 and December 31, 2013 | ' | ' |
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at September 30, 2014 and 150,000,000 shares authorized at December 31, 2013; 76,983,001 and 59,955,343 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 8 | 6 |
Additional paid-in capital | 415,824 | 275,803 |
Notes receivable from related parties | ' | -1,069 |
Accumulated deficit | -201,155 | -162,560 |
Total stockholders' equity | 214,677 | 112,180 |
Total liabilities, convertible preferred stock and stockholders' equity | $261,767 | $174,750 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts receivable - current | $2,120 | $2,184 |
Related party accounts receivable - current | 769 | 431 |
Related party prepaid expenses - current | 1,376 | ' |
Preferred stock, par value | $0.00 | ' |
Preferred stock, shares authorized | 20,000,000 | ' |
Preferred stock, shares issued | 0 | ' |
Preferred stock, shares outstanding | 0 | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 150,000,000 |
Common stock, shares issued | 76,983,001 | 59,955,343 |
Common stock, shares outstanding | 76,983,001 | 59,955,343 |
Other current assets | ' | ' |
Related party receivables - current | ' | 363 |
Accounts payable | ' | ' |
Related party accounts payable - current | 366 | 1,161 |
Accrued liabilities | ' | ' |
Related party accounts payable - current | ' | $259 |
Series A preferred stock | ' | ' |
Par value | $0.00 | $0.00 |
Shares authorizied | ' | 4,500,000 |
Shares issued | 0 | 2,857,143 |
Shares outstanding | 0 | ' |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Consolidated Statements of Comprehensive Loss | ' | ' | ' | ' |
Revenues | $56,751 | $37,547 | $151,178 | $93,813 |
Costs and operating expenses: | ' | ' | ' | ' |
Cost of revenue (exclusive of depreciation and amortization presented separately below; includes related party expenses of $529 for the three months ended September 30, 2013, and $405 and $1,671 for nine months ended September 30, 2014 and 2013, respectively) | 4,666 | 3,652 | 12,524 | 11,087 |
Sales and marketing (includes related party expenses of $6,700 and $2,302 for the three months ended September 30, 2014 and 2013, and $14,543 and $5,749 for nine months ended September 30, 2014 and 2013, respectively) | 36,399 | 21,878 | 97,458 | 51,287 |
Technology and development | 10,906 | 5,512 | 26,751 | 16,934 |
General and administrative | 14,919 | 7,716 | 42,873 | 20,658 |
Depreciation and amortization | 3,388 | 3,241 | 9,474 | 9,175 |
Total costs and operating expenses | 70,278 | 41,999 | 189,080 | 109,141 |
Loss from operations | -13,527 | -4,452 | -37,902 | -15,328 |
Interest income | 14 | 30 | 41 | 91 |
Interest expense | -27 | -58 | -327 | -1,809 |
Other income | 20 | 5 | 30 | 19 |
Loss before provision for income taxes | -13,520 | -4,475 | -38,158 | -17,027 |
Provision for income taxes | 120 | 136 | 437 | 409 |
Net loss | -13,640 | -4,611 | -38,595 | -17,436 |
Net loss per share | ' | ' | ' | ' |
Basic and diluted | ($0.18) | ($0.08) | ($0.56) | ($0.30) |
Weighted average common shares outstanding, basic and diluted | 76,880 | 59,799 | 68,315 | 58,096 |
Other comprehensive loss: | ' | ' | ' | ' |
Comprehensive loss | ($13,640) | ($4,611) | ($38,595) | ($17,436) |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Loss (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Cost of revenue | ' | ' | ' | ' |
Costs and expenses with related parties | ' | $529 | $405 | $1,671 |
Sales and marketing | ' | ' | ' | ' |
Costs and expenses with related parties | $6,700 | $2,302 | $14,543 | $5,749 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common stock | APIC | Notes Receivable from Related Parties | Accumulated Deficit | Total |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2013 | $6 | $275,803 | ($1,069) | ($162,560) | $112,180 |
Balance (in shares) at Dec. 31, 2013 | 59,955,343 | ' | ' | ' | 59,955,343 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | -38,595 | -38,595 |
Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs | 1 | 69,150 | ' | ' | 69,151 |
Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs (in shares) | 8,941,250 | ' | ' | ' | ' |
Conversion of Series A convertible preferred stock in connection with initial public offering | ' | 29,224 | ' | ' | 29,224 |
Conversion of Series A convertible preferred stock in connection with initial public offering (in shares) | 2,857,143 | ' | ' | ' | ' |
Stock-based compensation | ' | 21,925 | ' | ' | 21,925 |
Issuance of warrants in connection with marketing agreements | ' | 8,343 | ' | ' | 8,343 |
Exercise of warrants to purchase common stock | 1 | 9,460 | ' | ' | 9,461 |
Exercise of warrants to purchase common stock (in shares) | 3,348,095 | ' | ' | ' | ' |
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes | ' | 1,909 | ' | ' | 1,909 |
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares) | 1,881,170 | ' | ' | ' | ' |
Imputed interest on notes receivable | ' | 10 | ' | ' | 10 |
Interest income on notes receivable | ' | ' | -3 | ' | -3 |
Repayment of notes receivable | ' | ' | 1,072 | ' | 1,072 |
Balance at Sep. 30, 2014 | $8 | $415,824 | ' | ($201,155) | $214,677 |
Balance (in shares) at Sep. 30, 2014 | 76,983,001 | ' | ' | ' | 76,983,001 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net loss | ($38,595) | ($17,436) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 9,234 | 8,441 |
Deferred income taxes | 438 | 409 |
Bad debt expense and other reserves | 118 | 153 |
Stock-based compensation | 20,978 | 5,584 |
Increase in fair value of contingent consideration liability | ' | 71 |
Common stock warrant expense | 8,343 | 2,888 |
Imputed interest on notes receivable | -3 | 93 |
Interest income on notes receivable | -1 | 49 |
Interest expense on note payable | ' | 805 |
Accretion of beneficial conversion feature on convertible notes payable and discount on revolving line of credit | 236 | 987 |
Loss on disposal of fixed assets | 243 | 734 |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable | -10,407 | -4,858 |
Prepaid expenses | -2,695 | -3,319 |
Other current assets | -601 | -304 |
Other assets | -30 | -327 |
Accounts payable | 3,332 | 3,019 |
Accrued employee expenses | -479 | 468 |
Other accrued expenses | 5,128 | -3,095 |
Other liabilities | -143 | -238 |
Net cash used in operating activities | -4,904 | -5,876 |
Cash flows from investing activities | ' | ' |
Change in restricted cash | 2,000 | 2,500 |
Purchase of property and equipment | -12,324 | -5,508 |
Purchase of intangible assets | -365 | ' |
Notes receivable from related parties | -60 | ' |
Repayment of notes receivable from related parties | 3,761 | 228 |
Net cash used in investing activities | -6,988 | -2,780 |
Cash flows from financing activities | ' | ' |
Proceeds from initial public offering, net of underwriting discounts | 69,702 | ' |
Proceeds from revolving line of credit | 5,000 | 5,000 |
Repayments under credit agreement | -5,000 | ' |
Payment of contingent consideration | ' | -428 |
Repurchase of vested common stock option awards | ' | -2,000 |
Proceeds from exercise of common stock options | 1,909 | 210 |
Exercise of warrants | 9,461 | ' |
Net cash provided by financing activities | 81,072 | 2,782 |
Net increase (decrease) in cash and cash equivalents | 69,180 | -5,874 |
Cash and cash equivalents at beginning of period | 43,819 | 22,062 |
Cash and cash equivalents at end of period | 112,999 | 16,188 |
Supplemental disclosures of non-cash activities | ' | ' |
Recognition of construction in progress and related lease financing obligation | 5,970 | ' |
Stock-based compensation capitalized for software development | 947 | 366 |
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses | 471 | 143 |
Conversion of convertible note payable and accrued interest to common stock | ' | 25,447 |
Deferred offering costs included in accounts payable and accrued expenses | $58 | ' |
Organization_and_Nature_of_Bus
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2014 | |
Organization and Nature of Business | ' |
Organization and Nature of Business | ' |
1.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.com, Inc. and ALG, Inc. are collectively referred to as “TrueCar” or the “Company”; TrueCar.com, Inc. is referred to as “TrueCar.com” and ALG, Inc. is referred to as “ALG”. | |
TrueCar has established an intelligent, data‑driven online platform operating on a common technology infrastructure, powered by proprietary data and analytics. TrueCar operates its platform on the TrueCar.com website and TrueCar mobile applications. In addition, TrueCar customizes and operates its platform for affinity group marketing partners (“Affinity Group Marketing Partners”). An affinity group is comprised of a network of members or employees that provide discounts to its members. The TrueCar.com website and the car‑buying websites TrueCar operates for its Affinity Group Marketing Partners (the “Auto Buying Programs”) allow users to obtain market‑based pricing data on new and used cars, and to connect with TrueCar’s network of Certified Dealers. | |
Initial Public Offering | |
In May 2014, the Company completed its initial public offering (“IPO”) in which the Company sold an aggregate of 8,941,250 shares of its common stock, including 1,166,250 shares sold pursuant to the exercise by the underwriters of their option to purchase such shares, at a public offering price of $9.00 per share. The Company received net proceeds of $69.2 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company, from sales of its shares in the IPO. Immediately prior to the completion of the IPO, all shares of the then-outstanding Series A convertible preferred stock automatically converted into 2,857,143 shares of common stock. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
2.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, 2013 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, 2013 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 prospectus filed with the SEC on May 16, 2014 pursuant to Rule 424(b) of the Securities Act of 1933, as amended. | |
Reclassification | |
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications were not material to the financial statements. | |
Reverse Stock Split | |
The Company’s board of directors and stockholders approved a 2‑for‑3 reverse split of its common stock and its Series A convertible preferred stock, or preferred stock, which was effected on May 2, 2014. All share data and per share data, and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the reverse stock split of its common stock and preferred stock. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, the fair value of assets and liabilities assumed in business combinations, the recoverability of goodwill and long‑lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, contingencies, the fair value of lease related assets and obligations, and the valuation and assumptions underlying stock‑based compensation and other equity instruments. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. | |
Segments | |
The Company has one operating segment. The Company’s Chief Operating Decision Makers (“CODM”), the Chief Executive Officer, the President and the Chief Financial Officer, manage the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. | |
All of the Company’s principal operations, decision‑making functions and assets are located in the United States. | |
Recent Accounting Pronouncements | |
Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance requiring management to assess an entity's ability to continue as a going concern. Specifically, the new guidance provides a definition of the term substantial doubt, requires an evaluation every reporting period including interim periods, provides principles for considering the mitigating effect of management's plans, requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, requires an express statement and other disclosures when substantial doubt is not alleviated, and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have an impact on the Company's consolidated financial statements. | |
In June 2014, the FASB issued new guidance related to stock compensation. The new standard requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements. | |
In May 2014, the FASB issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace all existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. | |
In April 2014, the FASB issued an accounting standards update clarifying the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This standards update is effective for fiscal years beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The adoption of this guidance is not expected to have any impact on the Company’s consolidated financial statements. | |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||||
3.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. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last is considered unobservable: | ||||||||||||||||||||||||||
· | Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||||||||||
· | Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly; 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, which requires the Company to develop its own assumptions. | |||||||||||||||||||||||||
The carrying amounts of cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses approximate fair value because of the short maturity of these items. | ||||||||||||||||||||||||||
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013 by level within the fair value hierarchy. Financial assets and financial 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, 2014 | At December 31, 2013 | |||||||||||||||||||||||||
Total Fair | Total Fair | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Value | Level 1 | Level 2 | Level 3 | Value | |||||||||||||||||||
Cash equivalents | $ | 92,238 | $ | — | $ | — | $ | 92,238 | $ | 7,726 | $ | — | $ | — | $ | 7,726 | ||||||||||
Total Assets | $ | 92,238 | $ | — | $ | — | $ | 92,238 | $ | 7,726 | $ | — | $ | — | $ | 7,726 | ||||||||||
Property_and_Equipment_net
Property and Equipment, net | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property and Equipment, net | ' | |||||||
Property and Equipment, net | ' | |||||||
4.Property and Equipment, net | ||||||||
Property and equipment consisted of the following at September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Computer equipment and internally developed software | $ | 34,316 | $ | 22,517 | ||||
Furniture and fixtures | 2,110 | 1,654 | ||||||
Leasehold improvements | 3,339 | 2,921 | ||||||
Capitalized facility lease | 5,970 | — | ||||||
45,735 | 27,092 | |||||||
Less: Accumulated depreciation | -17,047 | -11,854 | ||||||
Total property and equipment, net | $ | 28,688 | $ | 15,238 | ||||
The Company is considered the owner, for accounting purposes only, during the construction period of its San Francisco, California office lease as it has taken on certain risks of construction build cost overages above normal tenant improvement allowances. Accordingly, the Company has capitalized the estimated fair value of the leased property and recognized a corresponding lease financing obligation of approximately $6.0 million. As construction costs are incurred, the Company will recognize an increase in capitalized facility lease for costs related to structural improvements. Normal leasehold improvements related to the facility are recorded in leasehold improvements in the table above. | ||||||||
Total depreciation and amortization expense of property and equipment was $2.4 million and $1.7 million for the three months ended September 30, 2014 and 2013, respectively. Total depreciation and amortization expense of property and equipment was $6.2 million and $5.2 million for the nine months ended September 30, 2014 and 2013, respectively. | ||||||||
Amortization of internal use capitalized software development costs was $1.7 million and $1.1 million for the three months ended September 30, 2014 and 2013, respectively. Amortization of internal use capitalized software development costs was $3.9 million and $2.4 million for the nine months ended September 30, 2014 and 2013, respectively. | ||||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Intangible Assets | ' | ||||||||||
Intangible Assets | ' | ||||||||||
5.Intangible Assets | |||||||||||
Intangible assets consisted of the following at September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||
At September 30, 2014 | |||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||
Value | amortization | Value | |||||||||
Acquired technology and domain name | $ | 31,090 | $ | -10,024 | $ | 21,066 | |||||
Customer relationships | 6,300 | -2,302 | 3,998 | ||||||||
Tradenames | 4,900 | -980 | 3,920 | ||||||||
Total | $ | 42,290 | $ | -13,306 | $ | 28,984 | |||||
At December 31, 2013 | |||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||
Value | amortization | Value | |||||||||
Acquired technology and domain name | $ | 30,725 | $ | -7,624 | $ | 23,101 | |||||
Customer relationships | 6,300 | -1,732 | 4,568 | ||||||||
Trade names | 4,970 | -805 | 4,165 | ||||||||
Total | $ | 41,995 | $ | -10,161 | $ | 31,834 | |||||
For the nine months ended September 30, 2014, the increase in the gross intangible assets balance was due to the purchase of the True.com domain name for $0.4 million. | |||||||||||
Amortization expense for the three months ended September 30, 2014 and 2013 was $1.0 million and $1.1 million, respectively. For the nine months ended September 30, 2014 and 2013, amortization expense was $3.2 million and $3.3 million, respectively. | |||||||||||
Amortization expense with respect to intangible assets at September 30, 2014 for each of the five years through December 31, 2018 and thereafter is as follows (in thousands): | |||||||||||
Three months ending December 31, 2014 | $ | 1,036 | |||||||||
2015 | 4,134 | ||||||||||
2016 | 4,041 | ||||||||||
2017 | 3,862 | ||||||||||
2018 | 3,861 | ||||||||||
Thereafter | 12,050 | ||||||||||
Total amortization expense | $ | 28,984 | |||||||||
Credit_Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2014 | |
Credit Facility | ' |
Credit Facility | ' |
6.Credit Facility | |
The Company had previously entered into a credit facility with a financial institution that provided for advances under a formula-based revolving line of credit that expired on June 13, 2014. The maximum amount available under the line of credit was $12.0 million, of which $4.8 million was outstanding at December 31, 2013. The Company repaid all amounts outstanding in May 2014. | |
In August 2014, the Company amended its credit facility (the “Credit Facility”), effective as of June 13, 2014, with the same financial institution that provides for advances of up to $25.0 million under a formula-based revolving line of credit that expires on June 13, 2016. The Credit Facility provides advances equal to 80% of eligible accounts receivable (the “Borrowing Base”), and is subject to sub‑limits, as defined, for letters of credit, foreign exchange, and cash management services provided by the financial institution. | |
The Credit Facility bears interest at either (i) the London Interbank Offered Rate (“LIBOR”) plus 2.25% if net cash, as defined, is greater than or equal to $1.00 (ii) LIBOR plus 3.75% if net cash, as defined, is less than $1.00, (iii) the bank’s prime rate if net cash is greater than or equal to $1.00, or (iv) the bank’s prime rate plus 1.5% if net cash is less than $1.00. The Company can select whether its borrowings will fall under a LIBOR or prime rate interest rate, and will also pay an annual commitment fee of $50,000 to the financial institution. In September 2014, the Company drew down $5.0 million on the Credit Facility under a LIBOR based interest rate. The carrying value of the Company’s debt approximates fair value due to the short term maturity of the debt at an interest rate commensurate with market rates. At September 30, 2014, the carrying amount of the Company’s outstanding debt was $5.0 million and the remaining amount available under the Credit Facility was $11.5 million. | |
The Credit Facility requires the Company to maintain an adjusted quick ratio of at least 1.5 to 1 on the last day of each month during periods when the Company has drawn down at least 75% of the lesser of the Borrowing Base or $25.0 million. The Credit Facility restricts the Company’s ability to pay dividends. In the event the Company is in default of the Credit Facility or other indebtedness with other third parties, or have judgments or liens that may have a material adverse effect on the Company’s business, the financial institution reserves the right to accelerate the maturity of all outstanding debt associated with the Credit Facility. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitment and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
7.Commitments and Contingencies | |||||
Office Lease Commitments | |||||
The Company has contractual obligations in the form of operating leases for office space for which are recorded on a monthly basis. Certain leases contain periodic rent escalation adjustments and renewal options. Rent expense related to such leases is recorded on a straight-line basis. Operating lease obligations expire at various dates with the latest maturity in 2029. | |||||
In May 2014, the Company entered into a new facility lease (the “Lease”) in San Francisco (the “San Francisco Office”) that will increase the total future minimum lease commitments over the next 10 years, beginning August 1, 2014 by $7.0 million. In conjunction with this lease, the Company was required to obtain an irrevocable standby letter of credit in the amount of $0.8 million for the benefit of the landlord. Beginning August 1, 2017 through August 1, 2020, the letter of credit is subject to an annual reduction to as little as $0.2 million. | |||||
The Company has concluded that it is deemed the owner (for accounting purposes only) of the San Francisco Office during the construction period under build-to-suit lease accounting. As the Company assumed control of the construction project in the third quarter of 2014, the Company recorded the fair value of the leased property and a corresponding liability in “Property and equipment, net” and “Lease financing obligation” respectively, on the accompanying consolidated balance sheets. The Company will recognize an increase in the asset as additional building costs are incurred during the construction period and a corresponding increase in the lease financing obligation for any construction costs to be reimbursed by the landlord. | |||||
Upon completion of the construction, the Company will retain the fair value of the lease property and the obligation on its balance sheet as it does not qualify for sales and leaseback accounting due to requirements to maintain collateral in the lease. The Company will record the rent payments as a reduction of the Lease financing obligation and imputed interest expense; and ground rent as an operating expense. The fair value of the lease property will be depreciated over the building’s estimated useful life. At the conclusion of the lease term, the Company would de-recognize both the then carrying values of the asset and financing obligation. | |||||
In July 2014, the Company entered into a new facility lease in Santa Monica (the “Santa Monica Lease”) that will increase its total future minimum lease commitments over the next fifteen years, beginning in January 2015, by $36.3 million. In connection with this lease, the Company obtained an irrevocable standby letter of credit in the amount of $3.5 million for the benefit of the landlord. Beginning October 1, 2019 through October 1, 2025, the letter of credit is subject to an annual reduction to as little as $1.2 million. | |||||
Tenant improvement construction does not begin until January 2015 for the Santa Monica Lease. The Company is currently evaluating the improvement plans to determine if it will be the deemed owners during the construction period for accounting purposes, which will be determined based on the finalization of construction plans. | |||||
At September 30, 2014, future minimum payments for non-cancellable lease obligations are as follows (in thousands): | |||||
Three months ending December 31, 2014 | $ | 663 | |||
2015 | 5,149 | ||||
2016 | 5,922 | ||||
2017 | 5,201 | ||||
2018 | 5,530 | ||||
Thereafter | 37,008 | ||||
Total minimum lease payments | $ | 59,473 | |||
The Company recorded rent expense of $0.8 million and $0.6 million for the three months ended September 30, 2014 and 2013, respectively. For the nine months ended September 30, 2014 and 2013, total rent expense was $2.1 million and $1.9 million, respectively. | |||||
Software Subscription License Agreement | |||||
In August 2014, the Company entered into an agreement to purchase a perpetual software subscription license totaling $4.9 million, which was fully paid in the third quarter of 2014. In addition to the software license agreement, the Company purchased a support services package for a three year term totaling $2.4 million payable quarterly. | |||||
Automotive Website Program Partnership Agreement | |||||
As part of the Company’s prior partnership agreement with Yahoo!, Inc. in June 2012, the Company was required to issue a stand‑by letter of credit in the amount of $10.0 million. The Company was required to maintain restricted cash equal to the amount of the stand‑by letter of credit. In April 2013, the stand‑by letter of credit was reduced to $2.0 million and was fully released on September 29, 2014, the expiration date of the stand-by letter of credit agreement. | |||||
Legal Proceedings | |||||
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. | |||||
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 up to twelve months of the executive’s annual base salary for certain events such as involuntary terminations. In addition, upon the consummation of the IPO, certain executives earned liquidity bonuses totaling $2.6 million, which were recorded in sales and marketing and general and administrative expenses in the Company’s consolidated statements of comprehensive loss during the nine months ended September 30, 2014. | |||||
Indemnity Obligations | |||||
In the ordinary course of business, the Company may provide indemnities of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third‑parties. These indemnification obligations may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss provisions. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is sometimes indeterminable. To date, there has not been a material claim paid by the Company, nor has the Company been sued in connection with these indemnification arrangements. At September 30, 2014 and December 31, 2013, the Company has not accrued a liability for these guarantees, because the likelihood of incurring a payment obligation, if any, in connection with these indemnity obligations is not probable or reasonably estimable. | |||||
Marketing Sponsorships | |||||
The Company has entered into marketing sponsorship agreements with professional sporting affiliations. At September 30, 2014, the sponsorship agreements require future commitments of $0.8 million all payable in 2015. | |||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders' Equity | ' |
Stockholders' Equity | ' |
8.Stockholders’ Equity | |
Series A Preferred Stock | |
In November 2013, the Company sold an aggregate of 2,857,143 shares of Series A preferred stock and warrants to purchase 666,666 shares of common stock at an exercise price of $15.00 per share to Vulcan Capital Growth Equity LLC (“Vulcan”), in a private placement at a price of $10.50 per share, for an aggregate purchase price of $30.0 million. | |
Immediately prior to the completion of the Company’s IPO, all of the outstanding shares of the Series A preferred stock automatically converted into 2,857,143 shares of common stock on a one-to-one basis. | |
Warrants Issued to USAA | |
Beginning in March 2009, the Company entered into various agreements with USAA, an affinity partner and significant stockholder of the Company, which agreements provided for the issuance of warrants to purchase shares of the Company’s common stock if minimum performance milestones, based on the level of vehicle sales, were achieved. The Company issues warrants to USAA in exchange for marketing services performed by USAA under the Company’s affinity group marketing program. The purpose of the marketing services performed by USAA is to create awareness and to acquire traffic for, and drive users to, the Company’s auto buying platforms. Warrants issued to USAA are recorded as sales and marketing expenses in the Company’s consolidated statements of comprehensive loss. | |
In May 2014, the Company and USAA agreed to an extension of the affinity group marketing agreement with USAA. As part of the agreement, the Company issued to USAA a warrant to purchase 1,458,979 shares of the Company’s common stock, which will be exercisable in two tranches. The first tranche of 392,313 shares has an exercise price of $7.95 per share and the second tranche of 1,066,666 shares has an exercise price of $15.00 per share. The warrant becomes exercisable based on the achievement of performance milestones based on the level of vehicle sales of USAA members through the Company’s auto buying platforms. The warrant terminates on the earlier of the eighth anniversary of the date of issuance, the first anniversary of the termination of the USAA car-buying program or the date on which the Company no longer operates the USAA car-buying program. In addition, the agreement provides for the Company to spend marketing program funds with the actual level of marketing spend to be mutually agreed upon by USAA and the Company, subject to limits based on the number of actual vehicle sales generated through the affinity marketing program (Note 12). | |
Warrants to purchase 3,265,168 shares of the Company’s common stock earned from agreements entered into prior to May 2014 were exercised in connection with the Company’s IPO in May 2014 for an aggregate purchase price of $9.5 million. | |
For the three months ended September 30, 2014 and 2013, the Company recognized expense of $3.1 million and $0.4 million related to warrants to purchase 245,837 shares and 151,484 shares of common stock that have been earned and are vested, respectively. For the nine months ended September 30, 2014 and 2013, the Company recognized expense of $5.1 million and $0.8 million related to warrants to purchase 586,395 shares and 305,778 shares of common stock that have been earned and are vested, respectively. | |
Warrants Issued to Third Party Marketing Firm | |
On February 25, 2011, the Company entered into a media and marketing services agreement with a direct marketing firm. Under the arrangement, the marketing firm will provide media purchasing, production, advertising, and marketing services in connection with the advertising and marketing of the Company’s services. In addition to cash consideration, the Company agreed to issue a warrant to the marketing firm to purchase up to 1,433,333 shares of the Company’s common stock at a price of $6.02 per share. All shares under the warrant agreement will become exercisable in accordance with the vesting schedule or termination by either party pursuant to the agreement in the event of a default, as defined. The warrant expires eight years from the issuance date and as of June 30, 2014, all warrants have been earned and issued to the marketing firm. | |
For the three months ended September 30, 2013, the Company recognized expense of $1.2 million related to 167,422 warrants earned, respectively. For the nine months ended September 30, 2014 and 2013, the Company recognized expense of $2.3 million and $1.9 million related to 343,665 and 436,222 warrants earned, respectively. The expense has been reflected as sales and marketing expense on the accompanying consolidated statements of comprehensive loss. | |
Warrants Issued to Financial Institution | |
On June 13, 2012, in connection with the execution of the amended credit facility (Note 6), the Company entered into a warrant agreement with a financial institution to purchase 26,666 shares of the Company’s common stock, at an exercise price of $11.51 per share if the Company draws on the credit facility at any time after the issuance date. If at any time, the advances to the Company in aggregate principal amount are greater than $4.0 million, the number of shares increases to 66,666. The warrants are immediately vested upon drawing on the line and expire on the earlier of June 13, 2022, or an acquisition of the Company consisting solely of cash and or marketable securities. On June 13, 2013 the Company entered into a second amendment and restated loan and security agreement which reduced the exercise price of the warrants to $7.92. On August 29, 2013, the Company drew down $5.0 million on the credit facility, triggering the issuance of warrants to purchase 66,666 shares of TrueCar’s common stock at an exercise of $7.92 per share. In June 2014, the Company issued 27,526 shares of its common stock upon the net exercise of warrants to purchase 66,666 shares of common stock. | |
Warrants Issued to Vulcan | |
In November 2013, in the Vulcan private placement, the Company issued to Vulcan a warrant to purchase 666,666 shares of its common stock at an exercise price of $15.00 per share. The warrant is immediately exercisable and expires in November 2015. | |
Warrants Issued to Service Provider | |
In May 2014, the Company entered into a consulting agreement with an individual to provide marketing services to the Company. The Company agreed to issue a warrant to the individual to purchase up to 333,333 shares of the Company’s common stock at a price of $12.81 per share. All shares under the warrant agreement will become exercisable in accordance with the vesting schedule over a four year period. The warrant expires five years from the issuance date or, if earlier, twelve months following the termination of the consulting agreement. | |
For the three and nine months ended September 30, 2014, the Company recognized expense of $0.5 million and $0.9 million, respectively, which has been reflected as sales and marketing expense on the accompanying consolidated statements of comprehensive loss. At September 30, 2014, warrants earned under this agreement totaled 33,333 shares. | |
Stockbased_Awards
Stock-based Awards | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Stock-based Awards | ' | |||||||||||||
Stock-based Awards | ' | |||||||||||||
9.Stock‑based Awards | ||||||||||||||
Stock Options | ||||||||||||||
A summary of the Company’s stock option activity under the 2005, 2008 and 2014 plans for the nine months ended September 30, 2014 is as follows (unaudited): | ||||||||||||||
Weighted- | ||||||||||||||
Weighted- | Average | |||||||||||||
Average | Remaining | |||||||||||||
Number of | Exercise | Contract Life | ||||||||||||
Options | Price | (in years) | ||||||||||||
Outstanding at December 31, 2013 | 18,363,144 | $ | 4.89 | 7.17 | ||||||||||
Granted | 10,746,379 | $ | 15.84 | |||||||||||
Exercised | -1,878,681 | $ | 1.07 | |||||||||||
Canceled/forfeited | -802,368 | $ | 9.38 | |||||||||||
Outstanding at September 30, 2014 | 26,428,474 | $ | 9.48 | 7.75 | ||||||||||
Vested and expected to vest at September 30, 2014 | 25,379,923 | $ | 9.43 | 7.69 | ||||||||||
Exercisable at September 30, 2014 | 18,469,792 | $ | 8.88 | 7.16 | ||||||||||
At September 30, 2014, total remaining stock‑based compensation expense for unvested stock option awards was $67.6 million, which is expected to be recognized over a weighted‑average period of 2.9 years. | ||||||||||||||
Restricted Stock Units and Awards | ||||||||||||||
Activity in connection with the restricted stock units is as follows for the nine months ended September 30, 2014: | ||||||||||||||
Weighted- | ||||||||||||||
Average | ||||||||||||||
Number of | Grant Date | |||||||||||||
Shares | Fair Value | |||||||||||||
Non-vested — December 31, 2013 | — | $ | — | |||||||||||
Granted | 747,112 | $ | 10.52 | |||||||||||
Vested | -3,951 | $ | 23.47 | |||||||||||
Canceled/forfeited | -34,370 | $ | 10.31 | |||||||||||
Non-vested — September 30, 2014 | 708,791 | $ | 10.25 | |||||||||||
At September 30, 2014, total remaining stock‑based compensation expense for non-vested restricted stock units amounted to $5.3 million, which is expected to be recognized over a weighted-average period of 2.6 years. | ||||||||||||||
In addition, previously issued restricted stock awards of 11,111 shares with a weighted average grant date fair value of $3.56 were non-vested at September 30, 2014. | ||||||||||||||
Stock‑based Compensation Cost | ||||||||||||||
The Company recorded stock‑based compensation cost relating to stock options and restricted stock awards in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Cost of revenue | $ | 134 | $ | 28 | $ | 297 | $ | 81 | ||||||
Sales and marketing | 1,413 | 591 | 3,757 | 1,696 | ||||||||||
Technology and development | 2,069 | 362 | 3,933 | 1,143 | ||||||||||
General and administrative | 5,824 | 987 | 12,991 | 2,664 | ||||||||||
Total stock-based compensation expense | 9,440 | 1,968 | 20,978 | 5,584 | ||||||||||
Amount capitalized to internal software use | 331 | 112 | 947 | 366 | ||||||||||
Total stock-based compensation cost | $ | 9,771 | $ | 2,080 | $ | 21,925 | $ | 5,950 | ||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Taxes | ' |
Income taxes | ' |
10.Income Taxes | |
In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year‑to‑date loss. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, tax amortization of goodwill and changes in the Company’s valuation allowance. For the three months ended September 30, 2014 and 2013, the Company recorded $0.1 million and $0.1 million in income tax expense, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded $0.4 million and $0.4 million in income tax expense, respectively. | |
There were no material changes to the Company’s unrecognized tax benefits in the three and nine months ended September 30, 2014, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. The Company is currently under audit examination by the Internal Revenue Service for the 2011 and 2012 tax years, and under a state audit for the 2010 through the 2012 tax years. | |
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Earnings Per Share Attributable to Common Stockholders | ' | |||||||||||||
Earnings Per Share Attributable to Common Stockholders | ' | |||||||||||||
11.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 | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net loss | $ | -13,640 | $ | -4,611 | $ | -38,595 | $ | -17,436 | ||||||
Weighted-average common shares outstanding | 76,880 | 59,799 | 68,315 | 58,096 | ||||||||||
Net loss per share - basic and diluted | $ | -0.18 | $ | -0.08 | $ | -0.56 | $ | -0.3 | ||||||
The following table presents the number of anti‑dilutive shares excluded from the calculation of diluted net loss per share at September 30, 2014 and 2013 (in thousands): | ||||||||||||||
September 30, | ||||||||||||||
2014 | 2013 | |||||||||||||
Options to purchase common stock | 26,428 | 16,475 | ||||||||||||
Common stock warrants | 3,942 | 5,264 | ||||||||||||
Unvested restricted stock awards | 720 | 72 | ||||||||||||
Contingently redeemable shares | — | 112 | ||||||||||||
Total shares excluded from net loss per share | 31,090 | 21,923 | ||||||||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
12.Related Party Transactions | |
Transactions with Stockholders | |
In October 2011, as part of the acquisition of ALG, the Company entered into various data licensing and transition services agreements with Dealertrack, a former significant stockholder of the Company. In the first quarter of 2014, Dealertrack divested its holdings in the Company and was no longer a related party. Costs under these agreements included in cost of revenue for the three months ended September 30, 2013 was $0.5 million. Costs under these agreements included in cost of revenue for the nine months ended September 30, 2014 and 2013 were $0.4 million and $1.7 million, respectively. Costs under these agreements included in sales and marketing expense for the three and nine months ended September 30, 2013 were $0.1 million and $0.3 million, respectively. No amounts were due to Dealertrack at December 31, 2013. | |
Notes Receivable from Related Parties | |
From 2007 to 2011, the Company issued notes to executives of the Company totaling $4.1 million of which $2.9 million were exchanged for cash and $1.2 million were in consideration for the purchase of common stock. The notes bore interest at rates between 1.2% and 6.0%. Principal and interest payments were due at maturity. The loans had maturity dates ranging from 2011 to 2016, and were primarily repaid in full by February 2014, with the exception of $0.3 million which has been partially reserved for by the Company, and the Company is pursuing collection. | |
In June 2014, the Company advanced $60,000 to an employee. The note is due on December 31, 2014 at an interest rate of 3.5%. At September 30, 2014, the principal note receivable of $60,000 remained outstanding. | |
Service Provider | |
Beginning in October 2013, the Company hired an employee who also serves as an officer of a firm that was providing and continues to provide marketing services to the Company. For the three and nine months ended September 30, 2014, the Company recorded sales and marketing expense of $1.0 million and $2.6 million, respectively. At September 30, 2014, the Company recorded $1.4 million in prepaid expenses related to this marketing firm. There was no prepaid expense relating to this marketing firm at December 31, 2013. Additionally, the Company had amounts due to this marketing firm at December 31, 2013 of $0.3 million. No amounts were due to this marketing firm at September 30, 2014. | |
Transactions with USAA | |
USAA is the Company’s largest stockholder and most significant affinity marketing partner. The Company has entered into arrangements with USAA to operate their Auto Buying Program. The Company has amounts due from USAA at September 30, 2014 and December 31, 2013 of $0.8 million and $0.4 million, respectively. In addition, the Company has amounts due to USAA at September 30, 2014 and December 31, 2013 of $0.4 million and $1.2 million, respectively. The Company recorded sales and marketing expense of $5.7 million and $2.2 million for the three months ended September 30, 2014 and 2013, respectively, related to service arrangements entered into with USAA, including non-cash expense associated with warrants to purchase shares of common stock (Note 8). For the nine months ended September 30, 2014 and 2013, the Company recorded sales and marketing expense of $11.9 million and $5.4 million, respectively. | |
Revenue_Information
Revenue Information | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Revenue Information | ' | |||||||||||||
Revenue Information | ' | |||||||||||||
13.Revenue Information | ||||||||||||||
The CODM reviews separate revenue information for its Transaction and Data and Other service offerings. All other financial information is reviewed by the CODM on a consolidated basis. The following table presents the Company’s revenue categories during the periods presented (in thousands): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Transaction revenue | $ | 51,985 | $ | 33,538 | $ | 138,104 | $ | 82,497 | ||||||
Data and other revenue | 4,766 | 4,009 | 13,074 | 11,316 | ||||||||||
Total revenues | $ | 56,751 | $ | 37,547 | $ | 151,178 | $ | 93,813 | ||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
14.Subsequent Events | |
On November 10, 2014, the Company’s filed registration statement for the sale of approximately 1.0 million shares and 5.4 million shares of common stock by the Company and selling stockholders, respectively, was declared effective by the SEC. The Company is expected to receive proceeds of $31.7 million, including proceeds from the underwriters’ exercise on November 13, 2014 of their option to purchase an additional 960,390 shares, net of underwriting commissions and discounts, but before offering expenses, on November 17, 2014. The Company will not receive any proceeds from the sale of the shares by the selling stockholders. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
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, 2013 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, 2013 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 prospectus filed with the SEC on May 16, 2014 pursuant to Rule 424(b) of the Securities Act of 1933, as amended. | |
Reclassification | ' |
Reclassification | |
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications were not material to the financial statements. | |
Reverse Stock Split | ' |
Reverse Stock Split | |
The Company’s board of directors and stockholders approved a 2‑for‑3 reverse split of its common stock and its Series A convertible preferred stock, or preferred stock, which was effected on May 2, 2014. All share data and per share data, and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the reverse stock split of its common stock and preferred stock. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include sales allowances and allowances for doubtful accounts, the fair value of assets and liabilities assumed in business combinations, the recoverability of goodwill and long‑lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, contingencies, the fair value of lease related assets and obligations, and the valuation and assumptions underlying stock‑based compensation and other equity instruments. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. | |
Segments | ' |
Segments | |
The Company has one operating segment. The Company’s Chief Operating Decision Makers (“CODM”), the Chief Executive Officer, the President and the Chief Financial Officer, manage the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. | |
All of the Company’s principal operations, decision‑making functions and assets are located in the United States. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance requiring management to assess an entity's ability to continue as a going concern. Specifically, the new guidance provides a definition of the term substantial doubt, requires an evaluation every reporting period including interim periods, provides principles for considering the mitigating effect of management's plans, requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, requires an express statement and other disclosures when substantial doubt is not alleviated, and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have an impact on the Company's consolidated financial statements. | |
In June 2014, the FASB issued new guidance related to stock compensation. The new standard requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements. | |
In May 2014, the FASB issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace all existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. | |
In April 2014, the FASB issued an accounting standards update clarifying the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This standards update is effective for fiscal years beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The adoption of this guidance is not expected to have any impact on the Company’s consolidated financial statements. | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis | ' | |||||||||||||||||||||||||
At September 30, 2014 | At December 31, 2013 | |||||||||||||||||||||||||
Total Fair | Total Fair | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Value | Level 1 | Level 2 | Level 3 | Value | |||||||||||||||||||
Cash equivalents | $ | 92,238 | $ | — | $ | — | $ | 92,238 | $ | 7,726 | $ | — | $ | — | $ | 7,726 | ||||||||||
Total Assets | $ | 92,238 | $ | — | $ | — | $ | 92,238 | $ | 7,726 | $ | — | $ | — | $ | 7,726 | ||||||||||
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property and Equipment, net | ' | |||||||
Schedule of property and equipment, net | ' | |||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Computer equipment and internally developed software | $ | 34,316 | $ | 22,517 | ||||
Furniture and fixtures | 2,110 | 1,654 | ||||||
Leasehold improvements | 3,339 | 2,921 | ||||||
Capitalized facility lease | 5,970 | — | ||||||
45,735 | 27,092 | |||||||
Less: Accumulated depreciation | -17,047 | -11,854 | ||||||
Total property and equipment, net | $ | 28,688 | $ | 15,238 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Intangible Assets | ' | ||||||||||
Schedule of intangible assets | ' | ||||||||||
At September 30, 2014 | |||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||
Value | amortization | Value | |||||||||
Acquired technology and domain name | $ | 31,090 | $ | -10,024 | $ | 21,066 | |||||
Customer relationships | 6,300 | -2,302 | 3,998 | ||||||||
Tradenames | 4,900 | -980 | 3,920 | ||||||||
Total | $ | 42,290 | $ | -13,306 | $ | 28,984 | |||||
At December 31, 2013 | |||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||
Value | amortization | Value | |||||||||
Acquired technology and domain name | $ | 30,725 | $ | -7,624 | $ | 23,101 | |||||
Customer relationships | 6,300 | -1,732 | 4,568 | ||||||||
Trade names | 4,970 | -805 | 4,165 | ||||||||
Total | $ | 41,995 | $ | -10,161 | $ | 31,834 | |||||
Schedule of future amortization expense | ' | ||||||||||
Three months ending December 31, 2014 | $ | 1,036 | |||||||||
2015 | 4,134 | ||||||||||
2016 | 4,041 | ||||||||||
2017 | 3,862 | ||||||||||
2018 | 3,861 | ||||||||||
Thereafter | 12,050 | ||||||||||
Total amortization expense | $ | 28,984 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitment and Contingencies | ' | ||||
Future minimum payments for obligations under non-cancellable operating leases | ' | ||||
Three months ending December 31, 2014 | $ | 663 | |||
2015 | 5,149 | ||||
2016 | 5,922 | ||||
2017 | 5,201 | ||||
2018 | 5,530 | ||||
Thereafter | 37,008 | ||||
Total minimum lease payments | $ | 59,473 | |||
Stockbased_Awards_Tables
Stock-based Awards (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Stock-based Awards | ' | |||||||||||||
Summary of stock option activity | ' | |||||||||||||
Weighted- | ||||||||||||||
Weighted- | Average | |||||||||||||
Average | Remaining | |||||||||||||
Number of | Exercise | Contract Life | ||||||||||||
Options | Price | (in years) | ||||||||||||
Outstanding at December 31, 2013 | 18,363,144 | $ | 4.89 | 7.17 | ||||||||||
Granted | 10,746,379 | $ | 15.84 | |||||||||||
Exercised | -1,878,681 | $ | 1.07 | |||||||||||
Canceled/forfeited | -802,368 | $ | 9.38 | |||||||||||
Outstanding at September 30, 2014 | 26,428,474 | $ | 9.48 | 7.75 | ||||||||||
Vested and expected to vest at September 30, 2014 | 25,379,923 | $ | 9.43 | 7.69 | ||||||||||
Exercisable at September 30, 2014 | 18,469,792 | $ | 8.88 | 7.16 | ||||||||||
Summary of restricted stock unit activity | ' | |||||||||||||
Weighted- | ||||||||||||||
Average | ||||||||||||||
Number of | Grant Date | |||||||||||||
Shares | Fair Value | |||||||||||||
Non-vested — December 31, 2013 | — | $ | — | |||||||||||
Granted | 747,112 | $ | 10.52 | |||||||||||
Vested | -3,951 | $ | 23.47 | |||||||||||
Canceled/forfeited | -34,370 | $ | 10.31 | |||||||||||
Non-vested — September 30, 2014 | 708,791 | $ | 10.25 | |||||||||||
Stock-based compensation cost categories | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Cost of revenue | $ | 134 | $ | 28 | $ | 297 | $ | 81 | ||||||
Sales and marketing | 1,413 | 591 | 3,757 | 1,696 | ||||||||||
Technology and development | 2,069 | 362 | 3,933 | 1,143 | ||||||||||
General and administrative | 5,824 | 987 | 12,991 | 2,664 | ||||||||||
Total stock-based compensation expense | 9,440 | 1,968 | 20,978 | 5,584 | ||||||||||
Amount capitalized to internal software use | 331 | 112 | 947 | 366 | ||||||||||
Total stock-based compensation cost | $ | 9,771 | $ | 2,080 | $ | 21,925 | $ | 5,950 | ||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Earnings Per Share Attributable to Common Stockholders | ' | |||||||||||||
Computation of basic and diluted net loss per share attributable to common stockholders | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net loss | $ | -13,640 | $ | -4,611 | $ | -38,595 | $ | -17,436 | ||||||
Weighted-average common shares outstanding | 76,880 | 59,799 | 68,315 | 58,096 | ||||||||||
Net loss per share - basic and diluted | $ | -0.18 | $ | -0.08 | $ | -0.56 | $ | -0.3 | ||||||
Anti-dilutive shares excluded from the calculation of diluted net loss per share | ' | |||||||||||||
September 30, | ||||||||||||||
2014 | 2013 | |||||||||||||
Options to purchase common stock | 26,428 | 16,475 | ||||||||||||
Common stock warrants | 3,942 | 5,264 | ||||||||||||
Unvested restricted stock awards | 720 | 72 | ||||||||||||
Contingently redeemable shares | — | 112 | ||||||||||||
Total shares excluded from net loss per share | 31,090 | 21,923 | ||||||||||||
Revenue_Information_Tables
Revenue Information (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Revenue Information | ' | |||||||||||||
Revenue information for service offerings (in thousands) | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Transaction revenue | $ | 51,985 | $ | 33,538 | $ | 138,104 | $ | 82,497 | ||||||
Data and other revenue | 4,766 | 4,009 | 13,074 | 11,316 | ||||||||||
Total revenues | $ | 56,751 | $ | 37,547 | $ | 151,178 | $ | 93,813 | ||||||
Organization_and_Nature_of_Bus1
Organization and Nature of Business (Detail) (Common stock, USD $) | 1 Months Ended | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | 31-May-14 | Sep. 30, 2014 |
Initial Public Offering | ' | ' |
Shares sold | ' | 8,941,250 |
Shares of common stock issued for conversion of Series A preferred | 2,857,143 | 2,857,143 |
IPO | ' | ' |
Initial Public Offering | ' | ' |
Shares sold | 8,941,250 | ' |
Public offering price per share | 9 | ' |
Net proceeds from sale of shares in IPO | 69.2 | ' |
Over-allotment option | ' | ' |
Initial Public Offering | ' | ' |
Shares sold | 1,166,250 | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 9 Months Ended | 0 Months Ended | |
Sep. 30, 2014 | 2-May-14 | 2-May-14 | |
segment | Common | Series A preferred stock | |
Reverse Stock Split | ' | ' | ' |
Ratio for reverse stock split | ' | 0.6667 | 0.6667 |
Segments | ' | ' | ' |
Number of operating segments | 1 | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Recurring, Estimate of Fair Value, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Measurements | ' | ' |
Cash equivalents | $92,238 | $7,726 |
Total Assets | 92,238 | 7,726 |
Level 1 | ' | ' |
Fair Value Measurements | ' | ' |
Cash equivalents | 92,238 | 7,726 |
Total Assets | $92,238 | $7,726 |
Property_and_Equipment_net_Det
Property and Equipment, net (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property and Equipment, net | ' | ' |
Property and equipment, gross | $45,735 | $27,092 |
Less: Accumulated depreciation | -17,047 | -11,854 |
Total property and equipment, net | 28,688 | 15,238 |
Lease financing obligation | 5,970 | ' |
Computer equipment and internally developed software | ' | ' |
Property and Equipment, net | ' | ' |
Property and equipment, gross | 34,316 | 22,517 |
Furniture and Fixtures | ' | ' |
Property and Equipment, net | ' | ' |
Property and equipment, gross | 2,110 | 1,654 |
Leasehold Improvements | ' | ' |
Property and Equipment, net | ' | ' |
Property and equipment, gross | 3,339 | 2,921 |
Capitalized facility lease | ' | ' |
Property and Equipment, net | ' | ' |
Property and equipment, gross | 5,970 | ' |
Lease financing obligation | $6,000 | ' |
Property_and_Equipment_net_Dep
Property and Equipment, net - Depreciation and Amortization (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Property and Equipment, net | ' | ' | ' | ' |
Depreciation and amortization expense | ' | ' | $9,234,000 | $8,441,000 |
Property and equipment | ' | ' | ' | ' |
Property and Equipment, net | ' | ' | ' | ' |
Depreciation and amortization expense | 2,400,000 | 1,700,000 | 6,200,000 | 5,200,000 |
Internally developed software | ' | ' | ' | ' |
Property and Equipment, net | ' | ' | ' | ' |
Amortization | $1,700,000 | $1,100,000 | $3,900,000 | $2,400,000 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangible Assets | ' | ' |
Gross Carrying Value | $42,290 | $41,995 |
Accumulated amortization | -13,306 | -10,161 |
Net Carrying Value | 28,984 | 31,834 |
Acquired technology and domain name | ' | ' |
Intangible Assets | ' | ' |
Gross Carrying Value | 31,090 | 30,725 |
Accumulated amortization | -10,024 | -7,624 |
Net Carrying Value | 21,066 | 23,101 |
Customer relationships | ' | ' |
Intangible Assets | ' | ' |
Gross Carrying Value | 6,300 | 6,300 |
Accumulated amortization | -2,302 | -1,732 |
Net Carrying Value | 3,998 | 4,568 |
Trade names | ' | ' |
Intangible Assets | ' | ' |
Gross Carrying Value | 4,900 | 4,970 |
Accumulated amortization | -980 | -805 |
Net Carrying Value | $3,920 | $4,165 |
Intangible_Assets_Future_Amort
Intangible Assets - Future Amortization Expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Intangible Assets | ' | ' | ' | ' | ' |
Intangible assets acquired | ' | ' | $365,000 | ' | ' |
Amortization expense | ' | ' | ' | ' | ' |
Amortization expense | 1,000,000 | 1,100,000 | 3,200,000 | 3,300,000 | ' |
Amortization expense for each of the five years through December 31, 2018 and thereafter | ' | ' | ' | ' | ' |
Three months ending December 31, 2014 | 1,036,000 | ' | 1,036,000 | ' | ' |
2015 | 4,134,000 | ' | 4,134,000 | ' | ' |
2016 | 4,041,000 | ' | 4,041,000 | ' | ' |
2017 | 3,862,000 | ' | 3,862,000 | ' | ' |
2018 | 3,861,000 | ' | 3,861,000 | ' | ' |
Thereafter | 12,050,000 | ' | 12,050,000 | ' | ' |
Total amortization expense | 28,984,000 | ' | 28,984,000 | ' | 31,834,000 |
Domain name | ' | ' | ' | ' | ' |
Intangible Assets | ' | ' | ' | ' | ' |
Intangible assets acquired | ' | ' | $400,000 | ' | ' |
Credit_Facility_Details
Credit Facility (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | |||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Aug. 13, 2014 | Aug. 31, 2014 | Sep. 30, 2014 | Jun. 13, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | |
Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | ||||
LIBOR | LIBOR | LIBOR | LIBOR | LIBOR | Prime | Prime | Prime | |||||||||
Variable interest rate, net cash greater than or equal to $1.00 | Variable interest rate, net cash less than $1.00 | Minimum | Maximum | Variable interest rate, net cash less than $1.00 | Minimum | Maximum | ||||||||||
Variable interest rate, net cash greater than or equal to $1.00 | Variable interest rate, net cash less than $1.00 | Variable interest rate, net cash greater than or equal to $1.00 | Variable interest rate, net cash less than $1.00 | |||||||||||||
Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | $25,000,000 | ' | $12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit outstanding | 5,000,000 | ' | 4,764,000 | ' | ' | ' | ' | 4,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of eligible accounts receivable in which advances are granted under the credit facility | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis spread (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | 3.75% | ' | ' | 1.50% | ' | ' |
Net cash threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | 1 | 1 |
Commitment fee | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount drawn on credit facility | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining borrowing capacity | ' | ' | ' | ' | ' | 11,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quick ratio minimum | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage used in calculation to determine the quick ratio debt covenant requirement | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Specified amount of draws against credit facility used to determine quick ratio debt covenant requirement | ' | ' | ' | ' | ' | $25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Operating Leases (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 31-May-14 | 31-May-14 | Jul. 31, 2014 | Jul. 31, 2014 | |
San Francisco Office | San Francisco Office | Santa Monica Lease | Santa Monica Lease | |||||
August 2017 To August 2020 | October, 2019 to October, 2025 | |||||||
Operating Leases | ' | ' | ' | ' | ' | ' | ' | ' |
Lease term | ' | ' | ' | ' | '10 years | ' | '15 years | ' |
Future minimum payments | ' | ' | ' | ' | ' | ' | ' | ' |
Three months ending December 31, 2014 | $663,000 | ' | $663,000 | ' | ' | ' | ' | ' |
2015 | 5,149,000 | ' | 5,149,000 | ' | ' | ' | ' | ' |
2016 | 5,922,000 | ' | 5,922,000 | ' | ' | ' | ' | ' |
2017 | 5,201,000 | ' | 5,201,000 | ' | ' | ' | ' | ' |
2018 | 5,530,000 | ' | 5,530,000 | ' | ' | ' | ' | ' |
Thereafter | 37,008,000 | ' | 37,008,000 | ' | ' | ' | ' | ' |
Total minimum lease payments | 59,473,000 | ' | 59,473,000 | ' | 7,000,000 | ' | 36,300,000 | ' |
Rent expense and other operating lease disclosures | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense | 800,000 | 600,000 | 2,100,000 | 1,900,000 | ' | ' | ' | ' |
Irrevocable stand-by letter of credit | ' | ' | ' | ' | 800,000 | ' | 3,500,000 | ' |
Letter of credit that is subject to annual reduction | ' | ' | ' | ' | ' | $200,000 | ' | $1,200,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Automotive Website Program (Details) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 30, 2013 | Jun. 30, 2012 |
Software Subscription License | Support Services Agreement | Yahoo Auto Buying Program | Yahoo Auto Buying Program | |
Other commitments | ' | ' | ' | ' |
Payments to Acquire Software | $4.90 | ' | ' | ' |
Term of the support services package | ' | '3 years | ' | ' |
Amount payable quarterly for the purchase of support services package | ' | 2.4 | ' | ' |
Stand-by letter of credit to guarantee performance | ' | ' | $2 | $10 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Other Contracts (Details) (USD $) | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 |
Employment Contracts | Indemnification Guarantee | Indemnification Guarantee | Marketing Sponsorships | |
Other commitments | ' | ' | ' | ' |
Maximum term of severance obligations under contract | '12 months | ' | ' | ' |
Liquidity bonus | $2.60 | ' | ' | ' |
Accrual for indemnification guarantees | ' | 0 | 0 | ' |
Amount payable in 2015 | ' | ' | ' | $0.80 |
Stockholders_Equity_Preferred_
Stockholders' Equity - Preferred Stock and Warrants (Details) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | ||
In Millions, except Share data, unless otherwise specified | 31-May-14 | Sep. 30, 2014 | Nov. 30, 2013 | 31-May-14 | Nov. 30, 2013 |
Common stock | Common stock | Vulcan | Vulcan | Vulcan | |
Common Stock Purchase Warrants | Series A preferred stock | Series A preferred stock | |||
Stockholders' Equity | ' | ' | ' | ' | ' |
Shares sold | ' | 8,941,250 | ' | ' | 2,857,143 |
Number of shares that may be purchased under warrant | ' | ' | 666,666 | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | $15 | ' | ' |
Private placement price per share | ' | ' | ' | ' | $10.50 |
Aggregate purchase price for preferred stock and warrants | ' | ' | ' | ' | $30 |
Shares of common stock issued for conversion of Series A preferred | 2,857,143 | 2,857,143 | ' | ' | ' |
Initial conversion rate | ' | ' | ' | 1 | ' |
Stockholders_Equity_Warrants_I
Stockholders' Equity - Warrants Issued for Services (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Aug. 29, 2013 | Jun. 30, 2014 | Aug. 29, 2013 | Jun. 13, 2013 | Feb. 25, 2011 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Feb. 25, 2011 | 31-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | 31-May-14 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 31-May-14 | 31-May-14 | 31-May-14 | Jun. 13, 2012 | Jun. 13, 2012 | Jun. 13, 2012 | |
Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Tranche One | Tranche Two | Draws on credit facility at any time after issuance date | Advances greater than $4.0 million at any time after issuance date | Advances greater than $4.0 million at any time after issuance date | |||
Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Third Party Marketing Firm | Third Party Marketing Firm | Third Party Marketing Firm | Third Party Marketing Firm | Third Party Marketing Firm | Service Provider | Service Provider | Service Provider | USAA | USAA | USAA | USAA | USAA | USAA | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | Common Stock Purchase Warrants | |||
Affinity Group Marketing Agreement | USAA | USAA | Revolving line of credit | Revolving line of credit | Revolving line of credit | ||||||||||||||||||||
tranche | Affinity Group Marketing Agreement | Affinity Group Marketing Agreement | |||||||||||||||||||||||
Warrants Issued for Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares that may be purchased under warrant | ' | ' | ' | 66,666 | 66,666 | ' | ' | ' | ' | ' | ' | 333,333 | ' | ' | ' | ' | ' | ' | ' | 1,458,979 | 392,313 | 1,066,666 | 26,666 | ' | 66,666 |
Exercise price of warrants (in dollars per share) | ' | ' | ' | ' | $7.92 | $7.92 | ' | ' | ' | ' | $6.02 | $12.81 | ' | ' | ' | ' | ' | ' | ' | ' | $7.95 | $15 | $11.51 | ' | ' |
Number of warrant tranches | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Maximum number of shares under warrant agreement | ' | ' | ' | ' | ' | ' | 1,433,333 | ' | ' | ' | ' | ' | ' | ' | 3,265,168 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of warrants | $9,461,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant expense | 8,343,000 | 2,888,000 | ' | ' | ' | ' | ' | 1,200,000 | 2,300,000 | 1,900,000 | ' | ' | 500,000 | 900,000 | ' | 3,100,000 | 400,000 | 5,100,000 | 800,000 | ' | ' | ' | ' | ' | ' |
Number of shares under warrants that have been earned | ' | ' | ' | ' | ' | ' | ' | 167,422 | 343,665 | 436,222 | ' | ' | ' | 33,333 | ' | 245,837 | 151,484 | 586,395 | 305,778 | ' | ' | ' | ' | ' | ' |
Warrant vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of warrant | ' | ' | ' | ' | ' | ' | '8 years | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for exercise of warrants | ' | ' | ' | 27,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold borrowings under the credit facility for higher number of shares under warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' |
Amount drawn on credit facility | $5,000,000 | $5,000,000 | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of warrant from termination date of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockbased_Awards_Stock_Option
Stock-based Awards - Stock Options (Details) (Options to purchase common stock, USD $) | 9 Months Ended | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Options to purchase common stock | ' | ' |
Number of Options | ' | ' |
Outstanding (in shares) | 18,363,144 | ' |
Granted (in shares) | 10,746,379 | ' |
Exercised (in shares) | -1,878,681 | ' |
Canceled/forfeited (in shares) | -802,368 | ' |
Outstanding (in shares) | 26,428,474 | 18,363,144 |
Vested and expected to vest (in shares) | 25,379,923 | ' |
Exercisable (in shares) | 18,469,792 | ' |
Weighted-Average Exercise Price | ' | ' |
Outstanding (in dollars per share) | $4.89 | ' |
Granted (in dollars per share) | $15.84 | ' |
Exercised (in dollars per share) | $1.07 | ' |
Canceled/forfeited (in dollars per share) | $9.38 | ' |
Outstanding (in dollars per share) | $9.48 | $4.89 |
Vested and expected to vest (in dollars per share) | $9.43 | ' |
Exercisable (in dollars per share) | $8.88 | ' |
Additional disclosures | ' | ' |
Weighted Average Remaining Contractual Life, Outstanding | '7 years 9 months | '7 years 2 months 1 day |
Weighted Average Remaining Contractual Life, Vested and expected to vest | '7 years 8 months 9 days | ' |
Weighted Average Remaining Contractual Life, Exercisable | '7 years 1 month 28 days | ' |
Remaining compensation expense for unvested awards | $67.60 | ' |
Recognition period | '2 years 10 months 24 days | ' |
Stockbased_Awards_Restricted_S
Stock-based Awards - Restricted Stock (Details) (USD $) | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 |
Restricted stock units | ' |
Number of Shares | ' |
Granted (in shares) | 747,112 |
Vested (in shares) | -3,951 |
Canceled/forfeited (in shares) | -34,370 |
Non-vested (in shares) | 708,791 |
Weighted-Average Grant Date Fair Value | ' |
Granted (in dollars per share) | $10.52 |
Vested (in dollars per share) | $23.47 |
Canceled/forfeited (in dollars per share) | $10.31 |
Non-vested (in dollars per share) | $10.25 |
Additional disclosures | ' |
Remaining compensation expense for unvested awards | $5.30 |
Recognition period | '2 years 7 months 6 days |
Restricted stock awards | ' |
Number of Shares | ' |
Non-vested (in shares) | 11,111 |
Weighted-Average Grant Date Fair Value | ' |
Non-vested (in dollars per share) | $3.56 |
Stockbased_Awards_Stock_Compen
Stock-based Awards - Stock Compensation Costs (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Stock based Compensation Cost | ' | ' | ' | ' |
Total stock-based compensation expense | $9,440 | $1,968 | $20,978 | $5,584 |
Amount capitalized to internal software use | 331 | 112 | 947 | 366 |
Total stock-based compensation cost | 9,771 | 2,080 | 21,925 | 5,950 |
Cost of revenue | ' | ' | ' | ' |
Stock based Compensation Cost | ' | ' | ' | ' |
Total stock-based compensation expense | 134 | 28 | 297 | 81 |
Sales and marketing | ' | ' | ' | ' |
Stock based Compensation Cost | ' | ' | ' | ' |
Total stock-based compensation expense | 1,413 | 591 | 3,757 | 1,696 |
Technology and development | ' | ' | ' | ' |
Stock based Compensation Cost | ' | ' | ' | ' |
Total stock-based compensation expense | 2,069 | 362 | 3,933 | 1,143 |
General and administrative | ' | ' | ' | ' |
Stock based Compensation Cost | ' | ' | ' | ' |
Total stock-based compensation expense | $5,824 | $987 | $12,991 | $2,664 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Taxes | ' | ' | ' | ' |
Income tax expense | $120 | $136 | $437 | $409 |
Earnings_Per_Share_Attributabl
Earnings Per Share Attributable to Common Stockholders (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share Attributable to Common Stockholders | ' | ' | ' | ' |
Net loss | ($13,640) | ($4,611) | ($38,595) | ($17,436) |
Weighted average common shares outstanding | 76,880 | 59,799 | 68,315 | 58,096 |
Net loss per share - basic and diluted | ($0.18) | ($0.08) | ($0.56) | ($0.30) |
Earnings_Per_Share_Attributabl1
Earnings Per Share Attributable to Common Stockholders - Anti-dilutive (Details) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | 31,090 | 21,923 |
Options to purchase common stock | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | 26,428 | 16,475 |
Common stock warrants | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | 3,942 | 5,264 |
Restricted stock awards | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | 720 | 72 |
Contingently redeemable shares | ' | ' |
Anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | ' | 112 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Sep. 30, 2014 | Dec. 31, 2011 | Dec. 31, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Dealertrack | Dealertrack | Dealertrack | Dealertrack | Dealertrack | Dealertrack | Executives | Executives | Executives | Executives | Marketing Firm with Related Officer | Marketing Firm with Related Officer | Marketing Firm with Related Officer | Marketing Firm with Related Officer | Employee | Employee | USAA | USAA | USAA | USAA | USAA | USAA | |||
Cost of revenue | Cost of revenue | Cost of revenue | Sales and marketing | Sales and marketing | Minimum | Maximum | Sales and marketing | Sales and marketing | Sales and marketing | Sales and marketing | Sales and marketing | Sales and marketing | ||||||||||||
Related Party Transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Costs under related party agreements | ' | ' | ' | $500,000 | $400,000 | $1,700,000 | $100,000 | $300,000 | ' | ' | ' | ' | ' | ' | $1,000,000 | $2,600,000 | ' | ' | ' | ' | $5,700,000 | $2,200,000 | $11,900,000 | $5,400,000 |
Payable to related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 1,200,000 | ' | ' | ' | ' |
Amounts due to related party | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes issued to related parties | ' | ' | ' | ' | ' | ' | ' | ' | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash exchanged for notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock exchanged for notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.20% | 6.00% | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' |
Notes receivable from related party | 380,000 | 178,000 | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount advanced to employee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' |
Employee advance outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' |
Receivable from related party | 769,000 | 431,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | 400,000 | ' | ' | ' | ' |
Prepaid expenses (includes related party prepaid expenses of $1,376 at September 30, 2014) | $6,239,000 | $3,550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,400,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue_Information_Details
Revenue Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue Information | ' | ' | ' | ' |
Revenue | $56,751 | $37,547 | $151,178 | $93,813 |
Transaction revenue | ' | ' | ' | ' |
Revenue Information | ' | ' | ' | ' |
Revenue | 51,985 | 33,538 | 138,104 | 82,497 |
Data and other revenue | ' | ' | ' | ' |
Revenue Information | ' | ' | ' | ' |
Revenue | $4,766 | $4,009 | $13,074 | $11,316 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event, Common, USD $) | Nov. 11, 2014 | Nov. 17, 2014 | Nov. 11, 2014 | Nov. 13, 2014 |
In Millions, except Share data, unless otherwise specified | Secondary Offering | Secondary Offering | Selling Shareholders | Over-allotment option |
Expected results | Expected results | |||
Subsequent Events | ' | ' | ' | ' |
Number of shares to be sold under registration statement | 1,000,000 | ' | 5,400,000 | ' |
Net proceeds from sale of stock under registration statement | ' | $31.70 | ' | ' |
Shares sold | ' | ' | ' | 960,390 |