TrueCar(TRUE) - 2023 Q4 - Annual Report

Part I Business 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] - The company operates its platform for over 250 affinity partners, including AARP, Sam's Club, Navy Federal Credit Union, and American Express[20] - 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] - 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] - At December 31, 2023, TrueCar held 80 issued U.S. patents, with expiration dates ranging from 2029 to 2041[52] Risk Factors 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][75] - The business is sensitive to low automobile inventory levels and supply chain disruptions, which have previously reduced dealer participation and manufacturer incentive spending[79][80] - 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][122] - 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][176] - 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] - 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] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[308] Cybersecurity 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] - The company's risk management process includes proactive system reviews, penetration testing, employee training, and a third-party risk management program[310][312] - In the last three fiscal years, the company has not experienced any material cybersecurity incidents, and related expenses were immaterial[313] Properties 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] Legal Proceedings 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] Mine Safety Disclosures This item is not applicable to the company - Not applicable[317] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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] - TrueCar has never declared or paid cash dividends and does not intend to in the foreseeable future[321] - 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][323] Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - 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] - 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][408] - A non-cash goodwill impairment charge of $59.8 million was recorded in 2022, with no such charge in 2023[395] Quantitative and Qualitative Disclosures About Market Risk 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] - A 0.25% decrease in interest rates would result in an approximate $0.3 million decrease in annual interest income[427] Financial Statements and Supplementary Data 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] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[430] Controls and Procedures 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] - Management concluded that internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework (2013)[433] - The independent auditor, PricewaterhouseCoopers LLP, audited and confirmed the effectiveness of the internal control over financial reporting[434] Part III Directors, Executive Officers and Corporate Governance 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] Executive Compensation Information regarding executive compensation is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement[438] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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] Certain Relationships and Related Transactions, and Director Independence 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] Principal Accounting Fees and Services 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] Part IV Exhibits and Financial Statement Schedules 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] - A comprehensive list of exhibits is provided, including material contracts and corporate documents, many of which are incorporated by reference from previous filings[444][445][446] Form 10-K Summary This item is not applicable to the company - None[449] Financial Statements Report of Independent Registered Public Accounting Firm 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] - 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] Consolidated Financial Statements 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 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][538][540] - 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][591] - A restructuring plan in June 2023 resulted in charges of approximately $7.2 million, primarily for severance and employee-related costs[599] - 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] - 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]