Part I [Business](index=6&type=section&id=Item%201.%20Business) TrueCar operates a digital automotive marketplace, connecting buyers with dealers and offering an evolving end-to-end car-buying platform - TrueCar is a digital automotive marketplace that connects car buyers with its network of Certified Dealers, aiming to build a personalized and efficient online car buying experience[19](index=19&type=chunk) - The company operates its platform for over 250 affinity partners, including AARP, Sam's Club, Navy Federal Credit Union, and American Express[20](index=20&type=chunk) - The TrueCar+ offering is being developed to provide an "end-to-end" car-buying experience, allowing consumers to complete most of the purchasing process from home[41](index=41&type=chunk) - As of December 31, 2023, the company had **324 full-time employees** and operates under a dynamic workforce policy where employees work from home permanently[65](index=65&type=chunk) - At December 31, 2023, TrueCar held **80 issued U.S. patents**, with expiration dates ranging from 2029 to 2041[52](index=52&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from strategic restructuring, automotive market health, competition, regulatory complexities, and a history of net losses - The June 2023 strategic restructuring, which included a **24% workforce reduction**, may not be as effective as anticipated and could lead to unintended consequences like employee attrition and loss of institutional knowledge[74](index=74&type=chunk)[75](index=75&type=chunk) - The business is sensitive to low automobile inventory levels and supply chain disruptions, which have previously reduced dealer participation and manufacturer incentive spending[79](index=79&type=chunk)[80](index=80&type=chunk) - The termination of the USAA partnership in 2020 continues to be a risk, as it had a material adverse effect on units, revenue, and lead quality. A majority of units historically came from affinity partners[120](index=120&type=chunk)[122](index=122&type=chunk) - The company faces intense competition for both consumer awareness (from sites like Google, CarGurus, Cars.com) and dealer marketing spend (from online publishers and lead generators)[175](index=175&type=chunk)[176](index=176&type=chunk) - A non-cash goodwill impairment charge of **$59.8 million** was recognized in 2022 due to a decline in the company's stock price and macroeconomic disruptions[267](index=267&type=chunk) - The company has a history of net losses, with an accumulated deficit of **$562.3 million** as of December 31, 2023, and may not achieve profitability in the future[255](index=255&type=chunk) [Unresolved Staff Comments](index=52&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[308](index=308&type=chunk) [Cybersecurity](index=52&type=section&id=Item%201C.%20Cybersecurity) TrueCar has a cybersecurity risk management program integrated into its overall risk management system, overseen by the Audit Committee of the Board of Directors - The Audit Committee is responsible for overseeing risks from cybersecurity threats, receiving quarterly updates from senior management[314](index=314&type=chunk) - The company's risk management process includes proactive system reviews, penetration testing, employee training, and a third-party risk management program[310](index=310&type=chunk)[312](index=312&type=chunk) - In the last three fiscal years, the company has not experienced any material cybersecurity incidents, and related expenses were immaterial[313](index=313&type=chunk) [Properties](index=53&type=section&id=Item%202.%20Properties) The company leases its principal office in Santa Monica, California, and believes its current facilities are adequate for its immediate needs - The principal office is a leased facility in Santa Monica, California[316](index=316&type=chunk) [Legal Proceedings](index=53&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding material pending legal proceedings is incorporated by reference from Note 10, "Commitments and Contingencies," in the financial statements section of the report - Details on legal proceedings are located in Note 10 of the financial statements[317](index=317&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[317](index=317&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=54&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) TrueCar's common stock trades on the Nasdaq Global Select Market under the symbol "TRUE", with no cash dividends paid and a $100 million share repurchase program authorized - The company's common stock is listed on the Nasdaq Global Select Market under the symbol "TRUE"[319](index=319&type=chunk) - TrueCar has never declared or paid cash dividends and does not intend to in the foreseeable future[321](index=321&type=chunk) - No shares were repurchased in the three months ended December 31, 2023. In February 2024, the board extended the share repurchase program to December 31, 2026, and increased the authorization, leaving **$100 million** available for future repurchases[322](index=322&type=chunk)[323](index=323&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2023, TrueCar's revenue decreased to $158.7 million, resulting in a $49.8 million net loss amidst challenging market conditions Key Operating Metrics (2021-2023) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Average Monthly Unique Visitors | 8,014,703 | 7,371,898 | 8,636,501 | | Units | 318,578 | 340,940 | 607,667 | | Monetization | $497 | $472 | $380 | | Franchise Dealer Count | 8,232 | 7,924 | 8,482 | | Independent Dealer Count | 3,268 | 4,148 | 4,013 | Consolidated Results of Operations (in thousands) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Total Revenues | $158,706 | $161,524 | | Loss from Operations | $(56,467) | $(125,695) | | Net Loss | $(49,766) | $(118,685) | | Adjusted EBITDA | $(13,692) | $(29,946) | - Total revenues decreased by **1.7% in 2023 compared to 2022**, driven by a **$13.2 million decline in dealer revenue**, partially offset by a **$10.6 million increase in OEM incentives revenue**[382](index=382&type=chunk) - Sales and marketing expenses decreased by **5.2% in 2023 to $99.1 million**, primarily due to lower employee-related expenses and reduced branded media spend[387](index=387&type=chunk) - The company ended 2023 with **$137.0 million in cash, cash equivalents, and restricted cash**. Net cash used in operating activities was **$22.4 million**[401](index=401&type=chunk)[408](index=408&type=chunk) - A non-cash goodwill impairment charge of **$59.8 million** was recorded in 2022, with no such charge in 2023[395](index=395&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=74&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure is to interest rate fluctuations on its cash and cash equivalents, with a 0.25% decrease impacting annual interest income by $0.3 million - The company's main market risk is interest rate risk on its **$137.0 million in cash, cash equivalents, and restricted cash**[427](index=427&type=chunk) - A **0.25% decrease in interest rates** would result in an approximate **$0.3 million decrease in annual interest income**[427](index=427&type=chunk) [Financial Statements and Supplementary Data](index=74&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the company's audited consolidated financial statements and supplementary data, which begin on page F-1 of the report - The required financial statements and supplementary data are included starting on page F-1[430](index=430&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=74&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[430](index=430&type=chunk) [Controls and Procedures](index=75&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - As of December 31, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[432](index=432&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework (2013)[433](index=433&type=chunk) - The independent auditor, PricewaterhouseCoopers LLP, audited and confirmed the effectiveness of the internal control over financial reporting[434](index=434&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=76&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement[437](index=437&type=chunk) [Executive Compensation](index=76&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement[438](index=438&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=76&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement[438](index=438&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=76&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement[439](index=439&type=chunk) [Principal Accounting Fees and Services](index=76&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement[440](index=440&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=77&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Form 10-K, including key agreements and corporate governance documents - The financial statements are indexed starting on page F-1[442](index=442&type=chunk) - A comprehensive list of exhibits is provided, including material contracts and corporate documents, many of which are incorporated by reference from previous filings[444](index=444&type=chunk)[445](index=445&type=chunk)[446](index=446&type=chunk) [Form 10-K Summary](index=80&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - None[449](index=449&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=83&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) PricewaterhouseCoopers LLP issued an unqualified opinion on TrueCar's consolidated financial statements and effective internal control over financial reporting as of December 31, 2023 - The auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on both the financial statements and the effectiveness of internal control over financial reporting[458](index=458&type=chunk) - A critical audit matter was identified related to Revenue Recognition for the TrueCar Auto Buying Program, citing the high degree of auditor effort involved in procedures and evaluation[466](index=466&type=chunk) [Consolidated Financial Statements](index=85&type=section&id=Consolidated%20Financial%20Statements) The 2023 consolidated financial statements show decreased total assets to $204.3 million and a $49.8 million net loss Key Balance Sheet Data (in thousands) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $136,964 | $175,518 | | Total Assets | $204,320 | $251,527 | | Total Liabilities | $44,105 | $54,260 | | Total Stockholders' Equity | $160,215 | $197,267 | Key Income Statement Data (in thousands) | Account | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Revenues | $158,706 | $161,524 | $231,698 | | Loss from Operations | $(56,467) | $(125,695) | $(33,478) | | Net Loss | $(49,766) | $(118,685) | $(38,329) | | Net Loss Per Share | $(0.55) | $(1.30) | $(0.39) | Key Cash Flow Data (in thousands) | Account | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(22,414) | $(29,137) | $14,194 | | Net cash used in investing activities | $(11,809) | $(8,028) | $(4,205) | | Net cash used in financing activities | $(4,331) | $(32,534) | $(38,086) | [Notes to Consolidated Financial Statements](index=90&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, including revenue recognition, the 2022 goodwill write-down, 2023 restructuring costs, and the full valuation allowance against deferred tax assets - Revenue from dealers is recognized upon delivery of introductions to consumers. For pay-per-sale dealers, revenue is estimated using the expected value method based on historical close rates. For subscription dealers, fees are recognized as introductions or impressions are delivered[536](index=536&type=chunk)[538](index=538&type=chunk)[540](index=540&type=chunk) - In Q3 2022, the company recorded a non-cash goodwill impairment charge of **$59.8 million**, writing the goodwill balance down to zero. The impairment was triggered by a decline in market capitalization and macroeconomic disruptions[531](index=531&type=chunk)[591](index=591&type=chunk) - A restructuring plan in June 2023 resulted in charges of approximately **$7.2 million**, primarily for severance and employee-related costs[599](index=599&type=chunk) - The company maintains a full valuation allowance of **$120.2 million** against its deferred tax assets as of Dec 31, 2023, concluding it is more likely than not that they will not be realized[645](index=645&type=chunk) - The company acquired Digital Motors in May 2022 for **$15.5 million in cash** plus up to **$8.0 million in contingent consideration** to accelerate its TrueCar+ marketplace development[565](index=565&type=chunk)

TrueCar, Inc. (NASDAQ:TRUE) Q4 2023 Earnings Conference Call February 21, 2024 9:00 AM ET Company Participants Jantoon Reigersman - President and Chief Executive Officer Oliver Foley - Chief Financial Officer Conference Call Participants Chris Pierce - Needham Marvin Fong - BTIG Operator Good day and welcome to the TrueCar Fourth Quarter 2023 Results Financial Call. Please note this event is being recorded. I would now like to turn the conference over to Jantoon Reigersman, President and Chief Executive Off ...

SU PPLE M E NT A L M A T E RIA LS Fourth Quarter 2023 S UP P L EM ENTAL M ATERI AL S Import ...

TrueCar (TRUE) reported break-even quarterly earnings per share versus the Zacks Consensus Estimate of a loss of $0.03. This compares to loss of $0.17 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 100%. A quarter ago, it was expected that this provider of localized information on new car costs would post a loss of $0.07 per share when it actually produced a loss of $0.05, delivering a surprise of 28.57%.Over the last four qu ...

Marat MusabirovThesis With fourth-quarter 2023 earnings results expected shortly, investors and potential investors will wonder if TrueCar, Inc. (NASDAQ:TRUE) can maintain the momentum it gained in the third quarter. In its third-quarter earnings release, the company suggested it had turned a corner, with revenue and earnings again on the rise. The odds seem in its favor, and the likelihood of higher share prices is rising as well. About TrueCar This is a technology company that connects car buyers with ...

TrueCar drives purchase-ready customers to dealerships through customized broad and targeted marketing tactics NADA attendees can win $100K in free marketing spend and TrueCar Marketing Solutions services TrueCar Wholesale Solutions launches its first auction "Exchange," powered by Turn Automotive SANTA MONICA, Calif., Feb. 1, 2024 /PRNewswire/ -- TrueCar, Inc. (NASDAQ: TRUE), the easiest, most efficient, and transparent online destination for buying and selling new and used vehicles, today announced Tru ...

TrueCar, Inc. (NASDAQ:TRUE) Q3 2023 Earnings Conference Call November 7, 2023 9:00 AM ET Company Participants Jantoon Reigersman - President and Chief Executive Officer Oliver Foley - Chief Financial Officer Conference Call Participants Rajat Gupta - JPMorgan Chris Pierce - Needham Marvin Fong - BTIG Operator Good day and welcome to the TrueCar Third Quarter 2023 Financial Results Conference Call. Please note this event is being recorded. I would now like to turn the conference over to Mr. Jantoon Reigersma ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36449 TRUECAR, INC. (Exact name of registrant as specified in its charter) Delaware 04-3807511 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo ...

Second Quarter 2023 Supplemental Materials Important Information This presentation contains forward-looking statements. All statements other than statements of historical fact contained in this presentation, including our expectations regarding future adjusted EBITDA and expected revenue growth, are forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumpt ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36449 TRUECAR, INC. (Exact name of registrant as specified in its charter) Delaware 04-3807511 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I ...