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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2018	May 03, 2018
Document and Entity Information
Entity Registrant Name	TrueCar, Inc.
Entity Central Index Key	0001327318
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		100,932,475

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 195,822	$ 197,762
Accounts receivable, net of allowances of $2,897 and $3,030 at March 31, 2018 and December 31, 2017, respectively (includes related party receivables of $266 and $169 at March 31, 2018 and December 31, 2017, respectively)	37,332	39,169
Prepaid expenses	5,632	5,475
Other current assets	4,532	1,145
Total current assets	243,318	243,551
Property and equipment, net	71,385	70,710
Goodwill	53,270	53,270
Intangible assets, net	14,947	15,912
Other assets	4,504	1,391
Total assets	387,424	384,834
Current liabilities
Accounts payable (includes related party payables of $2,621 and $3,200 at March 31, 2018 and December 31, 2017, respectively)	18,018	18,620
Accrued employee expenses	3,265	6,568
Accrued expenses and other current liabilities (includes related party accrued expenses of $1,055 and $52 at March 31, 2018 and December 31, 2017, respectively)	12,810	12,790
Total current liabilities	34,093	37,978
Deferred tax liabilities	739	812
Lease financing obligations, net of current portion	29,274	29,129
Other liabilities	4,067	3,797
Total liabilities	68,173	71,716
Commitments and contingencies (Note 7)
Stockholders’ Equity
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at March 31, 2018 and December 31, 2017, respectively; no shares issued and outstanding at March 31, 2018 and December 31, 2017	0	0
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at March 31, 2018 and December 31, 2017; 100,897,465 and 100,428,656 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	10	10
Additional paid-in capital	673,457	664,192
Accumulated deficit	(354,216)	(351,084)
Total stockholders’ equity	319,251	313,118
Total liabilities and stockholders’ equity	$ 387,424	$ 384,834

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Allowance for doubtful accounts receivables- current	$ 2,897	$ 3,030
Related party accounts receivable- current	266	169
Related party accounts payable- current	2,621	3,200
Related party accrued expenses and other current liabilities	$ 1,055	$ 52
Preferred stock, par value ( in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, share issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per shares)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	100,897,465	100,428,656
Common stock, shares outstanding (in shares)	100,897,465	100,428,656

Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues	$ 81,061	$ 75,757
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented separately below)	7,452	6,392
Sales and marketing (includes related party expenses of $4,541 and $4,056 for the three months ended March 31, 2018 and 2017, respectively)	48,418	42,182
Technology and development	15,594	13,629
General and administrative	13,481	13,628
Depreciation and amortization	5,175	6,084
Total costs and operating expenses	90,120	81,915
Loss from operations	(9,059)	(6,158)
Interest income	604	133
Interest expense	(661)	(649)
Loss before income taxes	(9,116)	(6,674)
(Benefit from) / provision for income taxes	(61)	121
Net loss	$ (9,055)	$ (6,795)
Net loss per share attributable to common stockholders:
Net loss per share, basic and diluted (in dollars per share)	$ (0.09)	$ (0.08)
Weighted average common shares outstanding, basic and diluted (in shares)	100,571	86,783
Other comprehensive loss:
Comprehensive loss	$ (9,055)	$ (6,795)

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Sales and marketing
Costs and expenses with related parties	$ 4,541	$ 4,056

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common stock	APIC	Accumulated Deficit
Increase (Decrease) in Stockholders' Equity
Cumulative-effect of accounting change adopted as of January 1, 2018	$ 5,923			$ 5,923
Beginning Balance at Dec. 31, 2017	$ 313,118	$ 10	$ 664,192	(351,084)
Balance (in shares) at Dec. 31, 2017	100,428,656	100,428,656
Increase (Decrease) in Stockholders' Equity
Net loss	$ (9,055)			(9,055)
Stock-based compensation	9,431		9,431
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes	(166)	$ 0	(166)
Shares issued in connection with employee stock plans, net of shares withheld for employee taxes (in shares)		468,809
Ending Balance at Mar. 31, 2018	$ 319,251	$ 10	$ 673,457	$ (354,216)
Balance (in shares) at Mar. 31, 2018	100,897,465	100,897,465

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Cash Flows [Abstract]
Net loss	$ (9,055)	$ (6,795)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,169	6,079
Deferred income taxes	(73)	107
Bad debt expense and other reserves	335	412
Stock-based compensation	9,097	5,907
Non-cash interest expense on lease financing obligation	173	172
Write-off and loss on disposal of fixed assets	5	35
Changes in operating assets and liabilities:
Accounts receivable	1,502	593
Prepaid expenses	(157)	(1,156)
Other current assets	(347)	(6,702)
Other assets	(151)	(126)
Accounts payable	(1,128)	(3,313)
Accrued employee expenses	(3,114)	7,973
Accrued expenses and other liabilities	917	2,105
Other liabilities	270	(274)
Net cash provided by operating activities	3,443	5,017
Cash flows from investing activities
Purchase of property and equipment	(5,332)	(5,473)
Net cash used in investing activities	(5,332)	(5,473)
Cash flows from financing activities
Proceeds from exercise of common stock options	681	7,730
Taxes paid related to net share settlement of equity awards	(732)	(477)
Net cash (used in) provided by financing activities	(51)	7,253
Net (decrease) increase in cash and cash equivalents	(1,940)	6,797
Cash and cash equivalents at beginning of period	197,762	107,721
Cash and cash equivalents at end of period	195,822	114,518
Supplemental disclosures of non-cash activities
Stock-based compensation capitalized for software development	334	218
Capitalized assets included in accounts payable, accrued employee expenses and other accrued expenses	918	1,488
Proceeds receivable from exercise of stock options included in other current assets	2	615
Taxes payable related to net share settlement of equity awards included in accrued employee expenses	$ 111	$ 212

Organization and Nature of Business	3 Months Ended
Organization and Nature of Business	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and nature of business	Organization and Nature of Business TrueCar, Inc. (“TrueCar”) 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 was incorporated in the state of Delaware in February 2005 and began business operations in April 2005. Its principal corporate offices are located in Santa Monica, California. TrueCar is a digital automotive marketplace that (i) provides pricing transparency about what other people paid for their cars and enables consumers to engage with TrueCar Certified Dealers who are committed to providing a superior purchase experience; (ii) empowers Certified Dealers to attract these informed, in-market consumers in a cost-effective, accountable manner; and (iii) allows automobile manufacturers (“OEMs”) to more effectively target their incentive spending at deep-in-market consumers during their purchase process. TrueCar has established a diverse software ecosystem on a common technology infrastructure, powered by proprietary data and analytics. Consumers access TrueCar’s platform through the TrueCar.com website and TrueCar mobile applications or through the car-buying websites and mobile applications that TrueCar operates for its affinity group marketing partners (“Auto Buying Programs”). An affinity group is comprised of a network of members or employees that provides discounts to its members. ALG provides forecasts, consulting, and other services regarding determination of the residual value of an automobile at future given points in time, which are used to underwrite automotive loans and leases and by financial institutions to measure exposure and risk across loan, lease, and fleet portfolios. ALG also obtains automobile purchase data from a variety of sources and uses this data to provide consumers and dealers with highly accurate, geographically specific, real-time pricing information.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Summary of significant accounting policies

Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, some information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2017, except the accounting policy changes detailed below as a result of the adoption of the new revenue standard, 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, 2017 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 1, 2018.

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, contract assets, the fair value of assets and liabilities assumed in business combinations, fair value of the capitalized facility leases, 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, lease exit liabilities, contingencies, 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. In addition, the Company engaged valuation specialists to assist with management’s determination of the valuation of its capitalized facility leases, fair values of assets and liabilities assumed in business combinations, the fair value of reporting units in connection with annual goodwill impairment testing, and in periods prior to the Company’s initial public offering, valuation of common stock.

Segments

The Company has one operating segment. The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer and the Interim Chief Financial Officer and Chief Accounting Officer, who manage the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources.

The CODM reviews financial information on a consolidated basis, accompanied by information about Auto Buying Program revenue, OEM incentive revenue, and forecasts, consulting and other revenue (Note 3). All of the Company’s principal operations, decision-making functions and assets are located in the United States.

Revenue Recognition

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 replaces all existing revenue recognition guidance under GAAP. The Company adopted the new revenue standard as of January 1, 2018 using the modified retrospective transition method. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with prior revenue guidance. See Note 3 for further details.

Under the new revenue standard, the Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps:


•	Identification of the contract, or contracts, with a customer


•	Identification of the performance obligations in the contract


•	Determination of the transaction price


•	Allocation of the transaction price to the performance obligations in the contract


•	Recognition of revenue when, or as, the performance obligation or obligations are satisfied

Auto Buying Program Revenues

Revenues includes fees paid by dealers participating in the Company’s dealer network with which the Company has an agreement (“TrueCar Certified Dealers” or “Dealers”). TrueCar Certified Dealers pay the Company fees either on a per-vehicle basis for sales to Auto Buying Program users, a per-introduction basis for sales to Auto Buying Program users or in the form of a subscription arrangement. Contracts are cancellable by the Dealer or the Company at any time. The Company does not provide significant dealer financing terms.

The Company’s performance obligation to TrueCar Certified Dealers is the same for all payment types for our Auto Buying Program revenues: to provide Dealers with introductions to in-market consumers through the use of the TrueCar platform, so that those Dealers have the opportunity to sell vehicles to those consumers. Control transfers to Dealers upon delivery of introductions, which is the point at which the Company recognizes revenue.

Upon a user deciding to proceed with the user’s vehicle purchase through the Company, the user provides his or her name, address, e-mail, and a phone number during the process of obtaining a Guaranteed Savings Certificate, which gives the Company the identity and source of a TrueCar introduction provided to a specific Dealer prior to an actual sale occurring. After a sale occurs, the Company receives information regarding the sale, including the identity of the purchaser, via the Dealer Management System used by the Dealer that made the sale. The Company also receives information regarding vehicle sales from a variety of data sources, including third party car sales aggregators, car dealer networks, and other publicly available sources (collectively, “sales data”) and uses this sales data to further verify that a sale has occurred between an Auto Buying Program user and a TrueCar Certified Dealer, as well as a means to invoice the Dealer shortly after the completion of the sales transaction. Actual vehicle sales data is reported on a daily basis shortly following the date of sale.

Pay-Per-Sale. Under the old revenue standard, in years prior to 2018, the Company recognized revenue for fee arrangements based on a per-vehicle basis when the vehicle sale had occurred between the Auto Buying Program user and the Dealer. Under the new revenue standard for fee arrangements based on a pay-per-sale billing model, revenue for the Auto Buying Program is recognized when introductions are delivered to the Dealer and for the amount that the Company estimates it will be able to earn. To formulate this estimate, the Company uses the expected value method based primarily on an analysis of historical introductions that result in vehicle sales and further validated by subsequent actual sales information. Under the contractual terms and conditions of arrangements with TrueCar Certified Dealers that pay based on the per-vehicle basis, the Dealer is not obligated to pay the Company until the vehicle sale has occurred between the Auto Buying Program user and the Dealer, for which the introduction was provided to the Dealer by the Company. Contractually, the Dealers’ obligation to pay is not contingent on verification or acceptance of the transaction by the Dealer. As a result, revenue recognition occurs earlier than billing as an estimate of the variable consideration to be received is determined upon control transfer, resulting in a contract asset.

Pay-Per-Introduction. Under fee arrangements based on a pay-per-introduction billing model, revenue for the Auto Buying Program is recognized when introductions are delivered.

The Company also recognizes revenue from Dealers under subscription agreements. Subscription fee arrangements are short-term in nature with terms ranging from one to six months and are also cancellable by the Dealer or the Company at any time. Subscription arrangements fall into three types: flat rate subscriptions, subscriptions subject to downward adjustment based on a minimum number of vehicle sales (“guaranteed sales”), and subscriptions based on introduction volume, including those subject to downward adjustment based on a minimum number of introductions (“guaranteed introductions”). For all subscription arrangements, the Company recognizes the fees as revenue when introductions are delivered by allocating a portion of the monthly subscription fee to each delivered introduction. For guaranteed sales and guaranteed introduction subscriptions, the amount allocated is adjusted at the end of each month for any credits, as described below. Total revenue recognized in any given month remains unchanged from the old revenue standard for subscription arrangements.

Flat Rate Subscription. Under flat rate subscription arrangements, fees are charged at a monthly flat rate regardless of the number of introductions provided by the Company to the Dealer or sales made to users of the Company’s platform by the Dealer.

Guaranteed Sales Subscription. Under guaranteed sales subscription arrangements, monthly fees are charged based on the number of guaranteed sales multiplied by a fixed amount per vehicle. To the extent that the actual number of vehicles sold by the Dealers to users of the Company’s platform is less than the number of guaranteed sales, the Company provides a credit to the Dealer. To the extent that the actual number of vehicles sold exceeds the number of guaranteed sales, the Company is not entitled to any additional fees.

Guaranteed Introductions Subscription. Under guaranteed introductions subscription arrangements, monthly fees are charged based on a periodically-updated formula that considers, among other things, the introductions anticipated to be provided to the Dealer. To the extent that the number of actual introductions is less than the number of guaranteed introductions, the Company provides a credit to the Dealer. To the extent that the actual number of introductions provided exceeds the number guaranteed, the Company is not entitled to any additional fees.

OEM Incentives Revenue

The Company enters into arrangements with automobile manufacturers (“OEM”) to promote the sale of their vehicles through the offering of additional consumer incentives. These manufacturers pay a per-vehicle fee to the Company for promotion of the incentive after the sale of the vehicle has occurred between the Auto Buying Program user and the dealer. Under the old revenue standard, in years prior to 2018, the Company recognized as revenue the per-vehicle incentive fee at the time the sale of the vehicle has occurred between the Auto Buying Program user and the dealer. Under the new revenue standard, the Company’s performance obligation to OEMs is to deliver incentive offers to consumers. Control transfers upon delivery of incentive offers, which is the point at which the Company recognizes revenue. The Company recognizes revenue for the amount that the Company estimates it will be able to earn. To formulate this estimate, the Company uses the expected value method based primarily on an analysis of historical incentive offers that result in vehicle sales and further validated by subsequent actual sales information. As a result, revenue recognition occurs earlier than billing as an estimate of the variable consideration to be received is determined upon control transfer, resulting in a contract asset.

Forecasts, Consulting and Other Revenues

Revenues are generated from the sale of forecasts of lease residual value data for new and used leased automobiles, guidebooks, and consulting projects. Sales are principally made to vehicle manufacturers, vehicle financing companies, investment banks, automobile dealers, and insurance companies.

Forecasts and consulting project sales arrangements may include multiple promises to deliver goods and services, such as sale of lease residual forecasts from guidebooks and consulting projects. For revenue arrangements containing multiple promises to transfer goods or services, the Company first determines which of the goods or services are distinct and therefore, separate performance obligations. If multiple distinct performance obligations are identified, the total transaction price for a contract is allocated to each performance obligation on a relative standalone selling price basis. In most cases, the goods and services we promise to deliver are sold on a stand-alone basis, which is determined to be the standalone selling price.

Revenue allocated to each performance obligation from the sale of lease residual value forecasts, guidebooks, and consulting projects is recognized when each performance obligation is satisfied. Some residual value data is available via subscription with updated data provided as available during the subscription period or as part of discrete delivered data packages. Sales attributed to residual value data and guidebooks are recognized either over time during the subscription period or when the data or guidebooks are delivered, depending on the terms of the contract, and consulting projects are recognized when the project is delivered.

The Company has elected to use the practical expedient to not disclose the remaining performance obligations for contracts that have durations of one year or less. The Company does not have significant remaining performance obligations in excess of one year.

Incremental Costs to Obtain a Contract

The new revenue standard requires the deferral of the recognition of incremental costs to obtain a contract, which the Company has identified as certain of its sales commissions paid to internal sales representatives for the sale of TrueCar's services to Dealers. These costs are deferred and then amortized over the expected customer life that has been determined to be three years based on an analysis of historical and expected customer life. Amortization expense is included within sales and marketing on the accompanying consolidated statements of comprehensive loss. Prior to adoption of the new revenue standard, sales commissions were expensed when incurred.

Other Recent Accounting Pronouncements

In January 2017, the FASB issued guidance simplifying the test for goodwill impairment. This standard eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2016, the FASB issued new guidance which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. This removes the exception to postpone recognition until the asset has been sold to an outside party. This standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods, with early adoption permitted. It is required to be applied on a modified retrospective basis through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued guidance amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new guidance will be effective for public entities for annual periods beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company continues to evaluate the methods and impact of adopting this guidance on its consolidated financial statements.

Revenue Information

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue Information and Deferred Sales Commissions

Adoption of the New Revenue Standard

On January 1, 2018, the Company adopted the new revenue standard using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting.

As a result of adopting the new revenue standard, the Company now recognizes transaction revenue earlier for certain of its Auto Buying Program and OEM incentives arrangements based on estimated variable consideration to be received upon the occurrence of subsequent vehicle sales between the Auto Buying Program user and the Dealer. Upon adoption, the Company recorded a contract asset within other current assets to reflect revenues that would be recognized earlier under the new revenue standard, which is upon delivery of introductions, as well as a corresponding balance of revenue share paid to affinity marketing partners within accounts payable.

Also as a result of adoption, the Company identified an impact related to the recognition of costs to obtain customer contracts. Prior to adoption, sales commissions were expensed as incurred. Under the new revenue standard, certain sales commissions are deferred and recognized over a period of time. The Company recorded an adjustment within the consolidated balance sheet to capitalize these sales commissions as of January 1, 2018 within other assets to reflect the deferred costs that had been expensed under the prior accounting policy for sales commissions.

The cumulative effects of the changes made to the Company’s January 1, 2018 consolidated balance sheet were as follows (in thousands):



	December 31, 2017			Adjustments Due to Adoption of New Revenue Standard		January 1, 2018

Assets
Other current assets	$	1,145		$	3,324	$	4,469
Other assets	1,391			2,962		4,353

Liabilities
Accounts payable	$	18,620		$	256	$	18,876
Accrued expenses and other liabilities	12,790			107		12,897

Stockholders’ Equity
Accumulated deficit	$	(351,084	)	$	5,923	$	(345,161	)

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on the Company’s consolidated statement of comprehensive loss and consolidated balance sheet was as follows (in thousands):



	Three Months Ended March 31, 2018
	As Reported			Balances Without Adoption of New Revenue Standard			Effect of Change Increase/(Decrease)

Revenues	$	81,061		$	80,758		$	303
Sales and marketing	48,418			48,420			(2		)
Net loss	(9,055		)	(9,360		)	(305		)



	March 31, 2018
	As Reported			Balances Without Adoption of New Revenue Standard			Effect of Change Increase/(Decrease)

Assets
Other current assets	$	4,532		$	789		$	3,743
Other assets	4,504			1,358			3,146

Liabilities
Accounts payable	$	18,018		$	17,581		$	437
Accrued expenses and other liabilities	12,810			12,586			224

Stockholders’ Equity
Accumulated deficit	$	(354,216	)	$	(360,444	)	$	6,228

Deferred Sales Commissions

Deferred sales commissions within other assets were $3.1 million as of March 31, 2018. For the three months ended March 31, 2018, under the new revenue standard, amortization expense for deferred sales commissions was $0.4 million and there was no impairment loss in relation to the costs capitalized. Sales commission expenses under the old standard would have resulted in expenses of $0.6 million for the three months ended March 31, 2018.

Contract Balances

The Company’s contract asset balance for estimated variable consideration to be received upon the occurrence of subsequent vehicle sales is included within other current assets and is distinguished from accounts receivable in that these amounts are conditional upon subsequent sales and not only upon the passage of time. Substantially all of the contract asset balance of $3.3 million at January 1, 2018 was transferred to accounts receivable during the three months ended March 31, 2018 as vehicle sales occurred, with no significant changes in the estimate. A contract asset of $3.7 million was recorded as of March 31, 2018 for leads delivered where consideration to be received was still conditional upon subsequent vehicle sales.

Disaggregation of Revenue

The Company disaggregates revenue into three revenue streams: Auto Buying Program revenue, OEM incentives revenue, and forecasts, consulting and other revenue. Prior to adoption of the new revenue standard, Auto Buying Program revenue and OEM incentives revenue had been disclosed together as “transaction revenue.” The following table presents the Company’s revenue categories during the periods presented (in thousands):



	Three Months Ended March 31,
	2018		2017(1)

Auto Buying Program revenue	$	72,337	$	65,154
OEM incentives revenue	4,421		5,278
Forecasts, consulting and other revenue	4,303		5,325
Total revenues	$	81,061	$	75,757


(1)	As noted above, prior period amounts have not been adjusted under the modified retrospective method.

Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair value measurements

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:


•	Level 1 — Quoted prices in active markets for identical assets or liabilities or funds.


•	Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


•	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value because of the short maturity of these items.

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at March 31, 2018 and December 31, 2017 by level within the fair value hierarchy. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands):



	At March 31, 2018				At December 31, 2017
	Level 1		Total Fair Value		Level 1		Total Fair Value
Cash equivalents	$	195,822	$	195,822	$	195,584	$	195,584
Total Assets	$	195,822	$	195,822	$	195,584	$	195,584

Property and Equipment, net

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Property and equipment, net

Property and Equipment, net

Property and equipment consisted of the following at March 31, 2018 and December 31, 2017 (in thousands):



	March 31, 2018			December 31, 2017
	March 31, 2018			December 31, 2017
Computer equipment, software, and internally developed software	$	86,874		$	83,568
Furniture and fixtures	5,204			4,779
Leasehold improvements	8,549			8,342
Capitalized facility leases	39,302			39,302
	139,929			135,991
Less: Accumulated depreciation	(68,544		)	(65,281		)
Total property and equipment, net	$	71,385		$	70,710

The Company is considered the owner, for accounting purposes only, of one of its Santa Monica, California leased office spaces and of its San Francisco, California leased office space (collectively, the “Premises”) as it had taken on certain risks of construction build cost overages above normal tenant improvement allowances. Accordingly, at March 31, 2018 and December 31, 2017, the Company has capitalized $39.3 million related to the Premises, which represents the estimated fair value of the leased properties, additions for capitalized interest incurred during the construction periods, and capitalized costs related to improvements to the building. At March 31, 2018 and December 31, 2017, the Company recorded accumulated amortization of $2.4 million and $2.2 million, respectively. Additionally, at March 31, 2018 and December 31, 2017, the Company recognized a corresponding lease financing obligation of approximately $31.4 million.

Included in the table above are property and equipment of $8.0 million and $7.8 million at March 31, 2018 and December 31, 2017, respectively, which are capitalizable, but had not yet been placed in service. The $8.0 million balance at March 31, 2018 primarily includes $5.4 million of capitalized software not ready for its intended use and $2.3 million of leasehold improvements and furniture for an office build-out not yet complete or placed in service. The $7.8 million balance at December 31, 2017, was comprised primarily of capitalized software not ready for its intended use.

Total depreciation and amortization expense of property and equipment was $4.2 million and $5.1 million for the three months ended March 31, 2018 and 2017, respectively.

Amortization of internal use capitalized software development costs was $2.9 million and $4.0 million for the three months ended March 31, 2018 and 2017, respectively.

Credit Facility	3 Months Ended
Credit Facility	Mar. 31, 2018
Debt Disclosure [Abstract]
Credit facility	Credit Facility The Company had previously entered into a third amended and restated loan and security agreement (“Third Amended Credit Facility”) with a financial institution that provided for advances under a revolving line of credit and had no outstanding amounts at December 31, 2017. In February 2018, the Company entered into a first amendment to the third amended and restated loan and security agreement (“First Amendment”). The Third Amended Credit Facility, as amended by the First Amendment (the “Credit Facility”) has a $35.0 million secured revolving credit facility that expires on February 18, 2021. The Credit Facility provides a $10.0 million subfacility for the issuance of letters of credit and contains an increase option permitting the Company, subject to the lender’s consent, to increase the revolving credit facility by up to $15.0 million, to an aggregate maximum of $50.0 million. The Credit Facility bears interest, at the Company’s option, at either (i) the prime rate published by The Wall Street Journal, plus a spread of -0.25% to 0.50%, or (ii) a LIBOR rate determined in accordance with the terms of the Credit Facility, plus a spread of 1.75% to 2.50%. In each case, the spread is based on the Company’s adjusted quick ratio, which is a ratio of the Company’s cash and cash equivalents plus net billed accounts receivable to current liabilities plus all borrowings under the credit facility. Interest is due and payable quarterly in arrears for prime rate loans and on the earlier of the last day of each quarter or the end of an interest period, as defined in the Credit Facility, for LIBOR rate loans. The Company is also obligated to pay an unused revolving line facility fee of 0.00% to 0.20% per annum based on the Company’s adjusted quick ratio. The Credit Facility requires the Company to maintain an adjusted quick ratio of at least 1.50 to 1.00 on the last day of each quarter. If this adjusted quick ratio is not maintained, then the facility requires the Company to maintain, as measured at each quarter end, a maximum consolidated leverage ratio of 3.00 or 2.50 to 1.00, and a fixed charge coverage ratio of at least 1.25 to 1.00. Consolidated leverage ratio is a ratio of all funded indebtedness, including all capital lease obligations, plus all letters of credit under the facility to the Company’s Adjusted EBITDA for the trailing twelve months. Fixed charge coverage ratio is the ratio of the Company’s Adjusted EBITDA minus cash income taxes and capital expenditures to its cash interest payments measured on a trailing twelve month-basis. This credit facility also limits the Company’s ability to pay dividends. At March 31, 2018, the Company was in compliance with all financial covenants. The Company’s future material domestic subsidiaries are required, upon the lender’s request, to become co-borrowers under the credit facility. The credit facility contains acceleration clauses that accelerate any borrowings in the event of default. The obligations of the Company and its future material domestic subsidiaries are collateralized by substantially all of their respective assets, subject to certain exceptions and limitations. At March 31, 2018, the Company had no outstanding amounts under the Credit Facility and the amount available was $31.0 million, reduced for the letters of credit issued and outstanding under the subfacility of $4.0 million.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Commitments and Contingencies

Lease Exit Costs

In December 2015, the Company consolidated its Santa Monica, California office locations. In accordance with accounting for exit and disposal activities, the Company recognized a liability for lease exit costs incurred once the Company no longer derived economic benefit from the related leases. The liability was determined based on the remaining lease rental due, reduced by estimated sublease rental income that could be reasonably obtained for the properties. The lease terms of the spaces exited expire in 2020. The liability is recorded in accrued expenses and other current liabilities (current portion) and other liabilities (non-current portion) within the consolidated balance sheets. The costs were recorded in general and administrative expenses in the consolidated statement of comprehensive loss. In 2015, the Company recorded the initial estimate of lease exit costs. In 2016, the Company updated its estimates of sublease rental income and recorded additional expense due to changes in the local commercial real estate market. In the first quarter of 2017, the Company completed the execution of subleases for its properties and recorded a benefit of $0.1 million in lease exit costs. As of March 31, 2018, the Company recognized a total of $5.2 million in lease exit costs associated with these office locations. The Company does not expect to incur significant additional charges in future periods related to these exits.

The following table presents a roll forward of the lease exit liability for the three months ended March 31, 2018:



	Lease Exit Costs
Accrual at December 31, 2017	$	1,354
Cash Payments	(122		)
Accrual at March 31, 2018	$	1,232

Legal Proceedings

From time to time, the Company may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. The Company is not currently a party to any material legal proceedings, other than as described below.

On March 9, 2015, the Company was named as a defendant in a lawsuit filed in the U.S. District Court for the Southern District of New York (the “NY Lanham Act Litigation”). The complaint in the NY Lanham Act Litigation, purportedly filed on behalf of numerous automotive dealers who are not participating on the TrueCar platform, alleges that the Company has violated the Lanham Act as well as various state laws prohibiting unfair competition and deceptive acts or practices related to the Company’s advertising and promotional activities. The complaint seeks injunctive relief in addition to over $250 million in damages as a result of the alleged diversion of customers from the plaintiffs’ dealerships to TrueCar Certified Dealers. On April 7, 2015, the Company filed an answer to the complaint. Thereafter, the plaintiffs amended their complaint, and on July 13, 2015, the Company filed a motion to dismiss the amended complaint. On January 6, 2016, the court granted in part and denied in part the Company’s motion to dismiss with respect to some, but not all, of the advertising and promotional activities challenged in the amended complaint. Discovery in this matter has been completed. On January 19, 2018, the Company filed a motion to exclude testimony from the plaintiffs’ damages expert. On April 10 and 11, 2018, the court held an evidentiary hearing on that motion. On May 9, 2018, the court granted the Company’s motion to exclude testimony from the plaintiffs’ damages expert. The Company believes that the portions of the amended complaint that survived the Company’s motion to dismiss are without merit, and it intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of March 31, 2018, as it does not believe a loss is probable or reasonably estimable.

On May 20, 2015, the Company was named as a defendant in a lawsuit filed by the California New Car Dealers Association in the Superior Court for the County of Los Angeles (the “CNCDA Litigation”). The complaint in the CNCDA Litigation sought declaratory and injunctive relief based on allegations that the Company was operating in the State of California as an unlicensed automobile dealer and autobroker. The complaint did not seek monetary relief. On July 20, 2015, the Company filed a “demurrer” to the complaint, which is a pleading that requests the court to dismiss the case. Thereafter, the plaintiffs amended their complaint, and on September 11, 2015, the Company filed a demurrer to the amended complaint. On December 7, 2015, the court granted the Company’s demurrer in its entirety, but afforded the CNCDA the opportunity to file a second amended complaint. The CNCDA filed a second amended complaint on January 4, 2016. The second amended complaint reiterated the claims in the prior complaints and added claims under theories based on the federal Lanham Act and California unfair competition law. On February 3, 2016, the Company filed a demurrer to the second amended complaint. On March 30, 2016, the court granted in part and denied in part the Company’s demurrer to the second amended complaint, dismissing the Lanham Act claim but declining to dismiss the balance of the claims at the demurrer stage of the litigation. On May 31, 2016, based on certain intervening developments in state law, the court announced that it would reconsider its March 30, 2016 order, and it invited the parties to file new briefs on the demurrer issues. On July 15, 2016, the court heard oral argument on reconsideration of the demurrer issues. On July 25, 2016, the court granted in part and denied in part the Company’s demurrer to the second amended complaint, just as it had done in its March 30, 2016 order. The litigation was previously scheduled for trial in August 2017. On April 3, 2017, the court indicated that the trial date would be postponed to a future date. On May 17, 2017, the court scheduled trial to begin on December 11, 2017. Prior to the commencement of trial, the parties entered into settlement negotiations, and on December 14, 2017, the parties entered into a binding Settlement Agreement and Release (the “CNCDA Settlement Agreement”) to fully resolve the litigation. Pursuant to the CNCDA Settlement Agreement, the litigation was dismissed with prejudice on December 21, 2017. In light of the full resolution of this matter pursuant to the CNCDA Settlement Agreement, the Company does not believe that an additional loss is probable.

On December 23, 2015, the Company was named as a defendant in a putative class action lawsuit filed by Gordon Rose in the California Superior Court for the County of Los Angeles. The complaint asserts claims for unjust enrichment, violation of the California Consumer Legal Remedies Act, and violation of the California Business and Professions Code, based principally on factual allegations similar to those asserted in the NY Lanham Act Litigation and the CNCDA Litigation. The complaint seeks an award of unspecified damages, interest, disgorgement, injunctive relief, and attorneys’ fees. In the complaint, the plaintiff seeks to represent a class of California consumers defined as “[a]ll California consumers who purchased an automobile by using TrueCar, Inc.’s price certificate during the applicable statute of limitations.” On January 12, 2016, the court entered an order staying all proceedings in the case pending an initial status conference, which was previously scheduled for April 13, 2016. On March 16, 2016, the case was reassigned to a different judge. As a result of that reassignment, the initial status conference was rescheduled for and held on May 26, 2016. By stipulation, the stay of discovery was continued until a second status conference, which was scheduled for October 12, 2016. On July 13, 2016, the plaintiff amended his complaint. The amended complaint continues to assert claims for unjust enrichment, violation of the California Consumer Legal Remedies Act, and violation of the California Business and Professions Code. The amended complaint retains the same proposed class definition as the initial complaint. Like the initial complaint, the amended complaint seeks an award of unspecified damages, punitive and exemplary damages, interest, disgorgement, injunctive relief, and attorneys’ fees. On September 12, 2016, the Company filed a demurrer to the amended complaint. On October 12, 2016, the court heard oral argument on the demurrer. On October 13, 2016, the court granted in part and denied in part the Company’s demurrer to the amended complaint, dismissing the unjust enrichment claim but declining to dismiss the balance of the claims at the demurrer stage of the litigation. At a status conference held on January 26, 2017, the court ruled that discovery could then proceed regarding matters related to class certification only. At a status conference held on July 25, 2017, the court set a deadline of January 8, 2018 for the filing of the plaintiff’s motion for class certification and provided that discovery could continue to proceed regarding matters related to class certification only at that time. Subsequently, the court extended to February 7, 2018 the deadline for the filing of plaintiff’s motion for class certification and for the completion of related discovery. On February 7, 2018, the plaintiff filed a motion for class certification. A hearing on the plaintiff’s class certification motion has been scheduled for May 25, 2018. The Company believes that the amended complaint is without merit, and it intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of March 31, 2018 as the Company does not believe a loss is probable or reasonably estimable.

On June 30, 2017, the Company was named as a defendant in a putative class action lawsuit filed by Kip Haas in the U.S. District Court for the Central District of California. The complaint asserted claims for violation of the California Business and Professions Code, based principally on allegations of false and misleading advertising and unfair business practices. The complaint sought an award of unspecified damages, interest, injunctive relief, and attorneys’ fees. In the complaint, the plaintiff sought to represent a class of consumers defined as “[a]ll consumers who, between the applicable statute of limitations and the present, obtained a TrueCar ‘guaranteed’ price” and “[a]ll consumers, who, between the applicable statute of limitations and the present, obtained a TrueCar ‘guaranteed’ price pertaining to a vehicle located at Riverside Mazda.” On or around October 23, 2017, the parties reached an agreement in principle to settle this matter on an individual (non-classwide) basis in exchange for the payment of an immaterial amount to Mr. Haas. On November 27, 2017, the parties entered into a binding Confidential Settlement Agreement and Mutual Release (the “Haas Settlement Agreement”) on the same financial terms agreed to in principle on October 23, 2017. Thereafter, the Company fully satisfied the financial terms of the Haas Settlement Agreement, and pursuant to the Haas Settlement Agreement, the litigation was dismissed with prejudice on December 1, 2017. In light of the full resolution of this matter pursuant to the Haas Settlement Agreement, and except with respect to the above-noted immaterial payment, the Company does not believe that an additional loss is probable.

On October 18, 2017, the Company was named as a defendant in a lawsuit filed by Cox Automotive, Inc. (“Cox Automotive”) in the Supreme Court of the State of New York in the County of Nassau (the “Cox Automotive Litigation”). As it relates to the Company, the complaint in the Cox Automotive Litigation seeks an award of unspecified damages, disgorgement, return of property taken or retained, injunctive relief and attorneys’ fees. The complaint in the Cox Automotive Litigation alleges that the Company engaged in tortious interference with a contractual relationship between Cox Automotive and one of its former employees, among other claims against the former Cox Automotive employee, who is also named as a defendant in the lawsuit. On October 20, 2017, the court granted a temporary restraining order prohibiting the Company from employing the former Cox Automotive employee pending the court’s ruling on the request by Cox Automotive for the entry of a preliminary injunction. On November 13, 2017, oral argument was held on the request by Cox Automotive for the entry of a preliminary injunction. On January 23, 2018, the court dissolved the temporary restraining order and denied the request by Cox Automotive for the entry of a preliminary injunction. On February 27, 2018, the parties filed a “stipulation of discontinuance,” which terminated the case. The Company was not required to make any monetary payment or provide any other consideration in exchange for the stipulation of discontinuance. In light of the termination of the litigation on this basis, the Company has not recorded an accrual related to this matter as of March 31, 2018, as the Company does not believe a loss is probable.

On March 30, 2018, the Company and one of its former officers were named as defendants in a putative securities class action filed by Leon Milbeck in the U.S. District Court for the Central District of California (the “Milbeck Federal Securities Litigation”). The complaint in the Milbeck Federal Securities Litigation seeks an award of unspecified damages, interest, attorneys’ fees, and equitable relief based on allegations that the defendants made false or misleading statements about our business, operations, prospects and performance during a purported class period of February 16, 2017 through November 6, 2017 in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The court has not yet appointed a lead plaintiff. The Company believes that the complaint is without merit and intends to vigorously defend itself in this matter. The Company has not recorded an accrual related to this matter as of March 31, 2018 as the Company does not believe a loss is probable or reasonably estimable.

Employment Contracts

The Company has entered into employment contracts with certain executives of the Company. Employment under these contracts is at-will employment. However, under the provisions of the contracts, the Company would incur severance obligations up to twelve months of the executive’s annual base salary for certain events such as involuntary terminations.

Indemnifications

In the ordinary course of business, the Company may provide indemnities of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications 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 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 March 31, 2018 and December 31, 2017, the Company has not accrued a liability for these guarantees, because the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable.

Stock-based Awards

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock based awards

Stock-based Awards

Stock Options

A summary of the Company’s stock option activity for the three months ended March 31, 2018 is as follows:



	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life
					(in years)
Outstanding at December 31, 2017	16,714,216		$	12.46	7.7
Granted	24,676		11.42
Exercised	(101,074	)	6.70
Canceled/forfeited	(181,900	)	14.48
Outstanding at March 31, 2018	16,455,918		$	12.47	7.4

At March 31, 2018, total remaining stock-based compensation expense for unvested stock option awards was $43.7 million, which is expected to be recognized over a weighted-average period of 2.8 years. For the three months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense for stock option awards of $4.6 million and $3.3 million, respectively.

Restricted Stock Units

Activity in connection with restricted stock units is as follows for the three months ended March 31, 2018:



	Number of Shares		Weighted- Average Grant Date Fair Value
Non-vested — December 31, 2017	4,284,438		$	11.99
Granted	32,210		10.95
Vested	(445,228	)	10.93
Canceled/forfeited	(144,205	)	13.52
Non-vested — March 31, 2018	3,727,215		$	12.05

At March 31, 2018, total remaining stock-based compensation expense for non-vested restricted stock units is $40.1 million, which is expected to be recognized over a weighted-average period of 2.7 years. The Company recorded $4.4 million and $2.6 million in stock-based compensation expense for restricted stock units for the three months ended March 31, 2018 and 2017, respectively.

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 March 31,
	2018		2017

Cost of revenue	$	298	$	203
Sales and marketing	3,127		1,745
Technology and development	2,353		1,298
General and administrative	3,319		2,661
Total stock-based compensation expense	9,097		5,907
Amount capitalized to internal software use	334		218
Total stock-based compensation cost	$	9,431	$	6,125

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Income taxes	Income Taxes On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), which has several key provisions impacting accounting for and reporting of income taxes. The most significant provisions applicable to the Company include the reduction of the U.S. corporate statutory tax rate from 35% to 21%, the limitations on net operating losses (“NOLs”) generated after December 31, 2017 to 80% of taxable income, and the indefinite carryforward period applicable to NOLs generated after December 31, 2017. The Company recorded an income tax benefit of $0.1 million for the three months ended March 31, 2018 and an income tax expense of $0.1 million for the three months ended March 31, 2017. As of December 31, 2017, the Company had obtained and analyzed all necessary information to record the effect of the change in tax law, and does not anticipate reporting additional tax effects in the future. However, should the Internal Revenue Service (“IRS”) issue further guidance or interpretation of relevant aspects of the new tax law, the Company may adjust these amounts. There were no material changes to the Company’s unrecognized tax benefits in the three months ended March 31, 2018, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. Due to the presence of net operating loss carryforwards, all income tax years remain open for examination by the IRS and various state taxing authorities.

Net Loss Per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Net loss per share

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):



	Three Months Ended March 31,
	2018			2017

Net loss	$	(9,055	)	$	(6,795	)
Weighted-average common shares outstanding	100,571			86,783
Net loss per share - basic and diluted	$	(0.09	)	$	(0.08	)

The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share at March 31, 2018 and 2017 (in thousands):



	March 31,
	2018	2017

Options to purchase common stock	16,456	21,823
Common stock warrants	1,459	1,459
Non-vested restricted stock unit awards	3,727	4,015
Total shares excluded from net loss per share	21,642	27,297

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2018
Related Party Transactions [Abstract]
Related party transactions	Related Party Transactions Transactions with USAA USAA is a large stockholder in the Company and the Company’s most significant affinity marketing partner. The Company has entered into arrangements with USAA to operate its Auto Buying Program. At the time that the Company entered into these arrangements, USAA met the definition of a related party. The Company had amounts due from USAA at March 31, 2018 and December 31, 2017 of $0.3 million and $0.2 million, respectively. In addition, the Company had amounts due to USAA at March 31, 2018 and December 31, 2017 of $3.7 million and $3.3 million, respectively. The Company recorded sales and marketing expense of $4.5 million and $4.1 million for the three months ended March 31, 2018 and 2017, respectively, related to service arrangements entered into with USAA.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Basis of presentation

Basis of Presentation

Use of estimates

Use of Estimates

Segments

Revenue Recognition


•	Identification of the contract, or contracts, with a customer


•	Identification of the performance obligations in the contract


•	Determination of the transaction price


•	Allocation of the transaction price to the performance obligations in the contract


•	Recognition of revenue when, or as, the performance obligation or obligations are satisfied

Auto Buying Program Revenues

Pay-Per-Introduction. Under fee arrangements based on a pay-per-introduction billing model, revenue for the Auto Buying Program is recognized when introductions are delivered.

OEM Incentives Revenue

Forecasts, Consulting and Other Revenues

Incremental Costs to Obtain a Contract

Recent accounting pronouncements

Other Recent Accounting Pronouncements

Revenue Information and Deferred Sales Commissions (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Schedule of cumulative effects of changes

The cumulative effects of the changes made to the Company’s January 1, 2018 consolidated balance sheet were as follows (in thousands):



	December 31, 2017			Adjustments Due to Adoption of New Revenue Standard		January 1, 2018

Assets
Other current assets	$	1,145		$	3,324	$	4,469
Other assets	1,391			2,962		4,353

Liabilities
Accounts payable	$	18,620		$	256	$	18,876
Accrued expenses and other liabilities	12,790			107		12,897

Stockholders’ Equity
Accumulated deficit	$	(351,084	)	$	5,923	$	(345,161	)



	Three Months Ended March 31, 2018
	As Reported			Balances Without Adoption of New Revenue Standard			Effect of Change Increase/(Decrease)

Revenues	$	81,061		$	80,758		$	303
Sales and marketing	48,418			48,420			(2		)
Net loss	(9,055		)	(9,360		)	(305		)



	March 31, 2018
	As Reported			Balances Without Adoption of New Revenue Standard			Effect of Change Increase/(Decrease)

Assets
Other current assets	$	4,532		$	789		$	3,743
Other assets	4,504			1,358			3,146

Liabilities
Accounts payable	$	18,018		$	17,581		$	437
Accrued expenses and other liabilities	12,810			12,586			224

Stockholders’ Equity
Accumulated deficit	$	(354,216	)	$	(360,444	)	$	6,228

Schedule of revenue categories

The following table presents the Company’s revenue categories during the periods presented (in thousands):



	Three Months Ended March 31,
	2018		2017(1)

Auto Buying Program revenue	$	72,337	$	65,154
OEM incentives revenue	4,421		5,278
Forecasts, consulting and other revenue	4,303		5,325
Total revenues	$	81,061	$	75,757


(1)	As noted above, prior period amounts have not been adjusted under the modified retrospective method.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Summary of financial assets measured at fair value on a recurring basis



	At March 31, 2018				At December 31, 2017
	Level 1		Total Fair Value		Level 1		Total Fair Value
Cash equivalents	$	195,822	$	195,822	$	195,584	$	195,584
Total Assets	$	195,822	$	195,822	$	195,584	$	195,584

Property and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment consisted of the following at March 31, 2018 and December 31, 2017 (in thousands):



	March 31, 2018			December 31, 2017
	March 31, 2018			December 31, 2017
Computer equipment, software, and internally developed software	$	86,874		$	83,568
Furniture and fixtures	5,204			4,779
Leasehold improvements	8,549			8,342
Capitalized facility leases	39,302			39,302
	139,929			135,991
Less: Accumulated depreciation	(68,544		)	(65,281		)
Total property and equipment, net	$	71,385		$	70,710

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of lease exit liability

The following table presents a roll forward of the lease exit liability for the three months ended March 31, 2018:



	Lease Exit Costs
Accrual at December 31, 2017	$	1,354
Cash Payments	(122		)
Accrual at March 31, 2018	$	1,232

Stock-based Awards (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock option activity

A summary of the Company’s stock option activity for the three months ended March 31, 2018 is as follows:



	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life
					(in years)
Outstanding at December 31, 2017	16,714,216		$	12.46	7.7
Granted	24,676		11.42
Exercised	(101,074	)	6.70
Canceled/forfeited	(181,900	)	14.48
Outstanding at March 31, 2018	16,455,918		$	12.47	7.4

Schedule of activity in connection with restricted stock

Activity in connection with restricted stock units is as follows for the three months ended March 31, 2018:



	Number of Shares		Weighted- Average Grant Date Fair Value
Non-vested — December 31, 2017	4,284,438		$	11.99
Granted	32,210		10.95
Vested	(445,228	)	10.93
Canceled/forfeited	(144,205	)	13.52
Non-vested — March 31, 2018	3,727,215		$	12.05

Schedule of stock-based compensation cost relating to stock options and restricted stock awards



	Three Months Ended March 31,
	2018		2017

Cost of revenue	$	298	$	203
Sales and marketing	3,127		1,745
Technology and development	2,353		1,298
General and administrative	3,319		2,661
Total stock-based compensation expense	9,097		5,907
Amount capitalized to internal software use	334		218
Total stock-based compensation cost	$	9,431	$	6,125

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Computation of basic and diluted net loss per share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):



	Three Months Ended March 31,
	2018			2017

Net loss	$	(9,055	)	$	(6,795	)
Weighted-average common shares outstanding	100,571			86,783
Net loss per share - basic and diluted	$	(0.09	)	$	(0.08	)

Anti-dilutive shares excluded from the calculation of diluted net loss per share

The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share at March 31, 2018 and 2017 (in thousands):



	March 31,
	2018	2017

Options to purchase common stock	16,456	21,823
Common stock warrants	1,459	1,459
Non-vested restricted stock unit awards	3,727	4,015
Total shares excluded from net loss per share	21,642	27,297

Summary of Significant Accounting Policies (Details 1 - Segments)	3 Months Ended
	Mar. 31, 2018 segment
Accounting Policies [Abstract]
Number of operating segments	1
Capitalized contract costs amortization period	3 years

Revenue Information and Deferred Sales Commissions - Schedule of Cumulative Effects of Changes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Jan. 01, 2018	Dec. 31, 2017
Assets
Other current assets	$ 4,532		$ 4,469	$ 1,145
Other assets	4,504		4,353	1,391
Liabilities
Accounts payable	18,018		18,876	18,620
Accrued expenses and other liabilities	12,810		12,897	12,790
Stockholders’ Equity
Accumulated deficit	(354,216)		(345,161)	(351,084)
Revenues	81,061	$ 75,757
Sales and marketing	48,418	42,182
Net loss	(9,055)	$ (6,795)
Balances Without Adoption of New Revenue Standard
Assets
Other current assets				1,145
Other assets				1,391
Liabilities
Accounts payable				18,620
Accrued expenses and other liabilities				12,790
Stockholders’ Equity
Accumulated deficit				$ (351,084)
ASU 2014-09 \| Balances Without Adoption of New Revenue Standard
Assets
Other current assets	789
Other assets	1,358
Liabilities
Accounts payable	17,581
Accrued expenses and other liabilities	12,586
Stockholders’ Equity
Accumulated deficit	(360,444)
Revenues	80,758
Sales and marketing	48,420
Net loss	(9,360)
ASU 2014-09 \| Adjustments Due to Adoption of New Revenue Standard
Assets
Other current assets	3,743		3,324
Other assets	3,146		2,962
Liabilities
Accounts payable	437		256
Accrued expenses and other liabilities	224		107
Stockholders’ Equity
Accumulated deficit	6,228		$ 5,923
Revenues	303
Sales and marketing	(2)
Net loss	$ (305)

Revenue Information and Deferred Sales Commissions - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Jan. 01, 2018
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract asset balance	$ 3,700,000	$ 3,300,000
Sales commission
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Deferred sales commission	3,100,000
Amortization of capitalized contract costs	400,000
Impairment loss	0
Sales commission \| Balances Without Adoption of New Revenue Standard \| ASU 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Sales commissions expense	$ 600,000

- Schedule of Revenue Categories (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue Information
Revenues	$ 81,061	$ 75,757
Auto Buying Program revenue
Revenue Information
Revenues	72,337	65,154
OEM incentives revenue
Revenue Information
Revenues	4,421	5,278
Forecasts, consulting and other revenue
Revenue Information
Revenues	$ 4,303	$ 5,325

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Level 1
Fair Value Measurements
Cash equivalents	$ 195,822	$ 195,584
Total assets	195,822	195,584
Total fair value
Fair Value Measurements
Cash equivalents	195,822	195,584
Total assets	$ 195,822	$ 195,584

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Property and Equipment, net
Property and equipment, gross	$ 139,929		$ 135,991
Less: Accumulated depreciation	(68,544)		(65,281)
Total property and equipment, net	71,385		70,710
Property and equipment capitalized but not placed in service	8,000		7,800
Total depreciation and amortization expense	5,169	$ 6,079
Property and Equipment
Property and Equipment, net
Total depreciation and amortization expense	4,200	5,100
Computer equipment, software, and internally developed software
Property and Equipment, net
Property and equipment, gross	86,874		83,568
Property and equipment capitalized but not placed in service	5,400
Furniture and fixtures
Property and Equipment, net
Property and equipment, gross	5,204		4,779
Leasehold improvements
Property and Equipment, net
Property and equipment, gross	8,549		8,342
Capitalized facility leases
Property and Equipment, net
Property and equipment, gross	39,302		39,302
Less: Accumulated depreciation	(2,400)		(2,200)
Lease financing obligation	31,400		$ 31,400
Leasehold improvements and furniture
Property and Equipment, net
Property and equipment capitalized but not placed in service	2,300
Internally developed software
Property and Equipment, net
Amortization	$ 2,900	$ 4,000

Credit Facility (Details)	1 Months Ended
Credit Facility (Details)	Feb. 28, 2018	Mar. 31, 2018 USD ($)	Feb. 18, 2018 USD ($)	Dec. 31, 2017 USD ($)
Credit facility
Amount outstanding		$ 0		$ 0
Remaining borrowing capacity		31,000,000.0
Letters of credit outstanding, amount		$ 4,000,000
Revolving line of credit
Credit facility
Maximum borrowing capacity			$ 35,000,000.0
Increase in maximum borrowing capacity, subject to lender's consent			15,000,000.0
Maximum borrowing capacity, subject to lender's consent			50,000,000.0
Quick ratio minimum	1.50
Maximum consolidated leverage ratio, upper end of range	3.00
Maximum consolidated leverage ratio, lower end of range	2.50
Minimum fixed charge coverage ratio	1.25
Revolving line of credit \| Minimum
Credit facility
Unused facility fee (as a percent)	0.00%
Revolving line of credit \| Maximum
Credit facility
Unused facility fee (as a percent)	0.20%
Revolving line of credit \| Prime rate \| Minimum
Credit facility
Variable rate basis spread (as a percent)	(0.25%)
Revolving line of credit \| Prime rate \| Maximum
Credit facility
Variable rate basis spread (as a percent)	0.50%
Revolving line of credit \| LIBOR \| Minimum
Credit facility
Variable rate basis spread (as a percent)	1.75%
Revolving line of credit \| LIBOR \| Maximum
Credit facility
Variable rate basis spread (as a percent)	2.50%
Letters of credit
Credit facility
Maximum borrowing capacity			$ 10,000,000.0

Commitments and Contingencies Lease Exit Liability (Details) - Facility Closing - USD ($)	3 Months Ended		39 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Accrual Adjustment		$ (133,000)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 1,354,000
Cash Payments	(122,000)
Ending balance	$ 1,232,000		$ 1,232,000
Restructuring Charges			$ 5,200,000

Commitments and Contingencies - Legal Proceedings (Details) $ in Millions	1 Months Ended
	Mar. 31, 2015 USD ($)
Lawsuit alleging violations of Lanham act and other state laws \| Minimum
Loss Contingencies [Line Items]
Damages sought	$ 250

Commitments and Contingencies - Employee Contracts and Severance Costs (Details)	3 Months Ended
	Mar. 31, 2018
Employment contracts
Restructuring Cost and Reserve [Line Items]
Maximum term of executive's annual base salary to determine severance obligations	12 months

Stock-based Awards (Details - Options) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Additional disclosure
Stock-based compensation expense	$ 9,097	$ 5,907
Options
Number of Options
Outstanding at the beginning of period (in shares)	16,714,216
Granted (in shares)	24,676
Exercised (in shares)	(101,074)
Canceled/forfeited (in shares)	(181,900)
Outstanding at the end of the period (in shares)	16,455,918		16,714,216
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)	$ 12.46
Granted (in dollars per share)	11.42
Exercised (in dollars per share)	6.70
Canceled/forfeited (in dollars per share)	14.48
Outstanding at the end of the period (in dollars per share)	$ 12.47		$ 12.46
Additional disclosure
Weighted average remaining contractual life (in years)	7 years 4 months 24 days		7 years 8 months 12 days
Remaining stock-based compensation expense for unvested awards	$ 43,700
Weighted average period over which remaining stock based compensation expense for unvested awards is expected to be recognized	2 years 9 months 26 days
Stock-based compensation expense	$ 4,600	$ 3,300