0001104659-15-035601.txt : 20150507 0001104659-15-035601.hdr.sgml : 20150507 20150507162221 ACCESSION NUMBER: 0001104659-15-035601 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150507 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150507 DATE AS OF CHANGE: 20150507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TrueCar, Inc. CENTRAL INDEX KEY: 0001327318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 043807511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36449 FILM NUMBER: 15842082 BUSINESS ADDRESS: STREET 1: 225 SANTA MONICA BOULEVARD STREET 2: 12TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 800-200-2000 MAIL ADDRESS: STREET 1: 225 SANTA MONICA BOULEVARD STREET 2: 12TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: Zag com Inc DATE OF NAME CHANGE: 20050516 8-K 1 a15-11111_18k.htm 8-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

 

May 7, 2015

 


 

TrueCar, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36449

 

04-3807511

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

120 Broadway, Suite 200

Santa Monica, California 90401

(Address of principal executive offices, including zip code)

 

(800) 200-2000

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02                                          Results of Operations and Financial Condition.

 

On May 7, 2015, TrueCar, Inc. (the “Company”) announced its financial results for the fiscal quarter ended March 31, 2015. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Items 2.02 and 9.01 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)  Exhibits.

 

99.1                        Press release dated May 7, 2015.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

TRUECAR, INC.

 

 

 

 

 

 

 

By:

/s/ Scott Painter

 

 

Scott Painter

 

 

Chief Executive Officer

 

Date:  May 7, 2015

 

3


EX-99.1 2 a15-11111_1ex99d1.htm EX-99.1

Exhibit 99.1

GRAPHIC

TrueCar Reports Record First Quarter 2015 Financial Results

 

·                  Record first quarter total revenue of $58.6 million; and record first quarter transaction revenue of $54.3 million.

 

·                  Record first quarter Adjusted EBITDA1 of $4.3 million, representing an Adjusted EBITDA margin of 7.3%, up from $1.0 million for the first quarter of 2014, representing an Adjusted EBITDA margin of 2.3%.

 

·                  First quarter Non-GAAP net income2 of $0.1 million, or $0.00 per share, compared to Non-GAAP net loss of $(2.5) million, or $(0.04) per share, in the first quarter of 2014.

 

·                  First quarter net loss of $(11.6) million, or $(0.14) per share, compared to net loss of $(9.9) million, or $(0.17) per share, in the first quarter of 2014.

 

·                  TrueCar users purchased 168,559 units from TrueCar Certified Dealers, up 34% year-over-year.

 

·                  Franchise Dealer Count3 grew by 1,898 dealers or 26% year-over-year to a record 9,108. Total TrueCar Certified Dealers, which includes non-franchise dealers, was 10,680 as of March 31, 2015, also a record.

 

SANTA MONICA, Calif., May 7, 2015 – TrueCar, Inc. (NASDAQ: TRUE), the negotiation-free car buying and selling platform, today announced its financial results for the first quarter ended March 31, 2015.

 

Management Commentary

 

“We had a strong start to 2015 and are encouraged by the momentum we are carrying into the seasonally strongest part of our fiscal year,” said Scott Painter, Founder and Chief Executive Officer of TrueCar.  “We recorded record revenues of $58.6 million and record Adjusted EBITDA of $4.3 million.  Once again, the TrueCar branded channel powered our record performance with 3.8 million monthly unique visitors, and 70,000 unit sales, representing growth of nearly 60% year over year for both metrics.

 

 


1  Adjusted EBITDA is a Non-GAAP financial measure.  Refer to its definition and accompanying reconciliation to GAAP Net Loss below.

2 Non-GAAP Net Income (Loss) is a Non-GAAP financial measure.  Refer to its definition and accompanying reconciliation to GAAP Net Loss below.

3 Franchise Dealer Count: We define franchise dealer count as the number of franchise dealers in the network of TrueCar Certified Dealers at the end of a given period. This number is calculated by counting the number of brands of new cars sold by dealers in the TrueCar Certified Dealer network at their locations, and includes both single-location proprietorships as well as large consolidated dealer groups.

 

1



 

With TrueCar’s position as the objective standard for trusted pricing information solidified, we turn our attention to better serving the needs of the entire ecosystem: The car buying public; retailers; and the OEMs.  The most tangible outputs of that effort to date are the release of the Model Showcase and TrueCash, launched earlier this week.

 

The Model Showcase is an entirely different visual experience using high-resolution photography, embedded video and other high quality content provided by the OEM at no cost to them.  This visually compelling experience helps manufacturers present their brands in our environment in the best way possible.  We have launched the Model Showcase with several manufacturers, including: BMW, Chrysler, Dodge, Fiat, Hyundai, Jeep, and Ram.  We are in discussions with others to get them on the platform as well.  If you want to see Model Showcase in its full, feature-rich glory, update the TrueCar app on your mobile device or visit TrueCar.com on the desktop, and navigate to the Fiat 500 page.

 

We are excited to announce the launch of TrueCash.  This is our new product designation that essentially consolidates the targeted incentives business; including the selective distribution of incentives for affinity group members, the incentive delivery capabilities of the Live Prospect product, and the specialized incentive delivery capability that we have to target the right incentive to the right consumer at the right time.  With the launch of TrueCash across the TrueCar platform, within both our affinity environments as well as within our TrueCar-branded environments, automakers are now able to use TrueCash to offer consumers targeted incentives based on demographic, psychographic, geographic, and other behavioral data and only pay when those incentives have resulted in a successful sale.

 

We also continue to design new mobile products aimed at improving the car buying experience for both the consumer and the dealer. Taken in their entirety, these new capabilities solidify our market leading position and set the stage for future accelerated financial performance.”

 

First Quarter 2015 Financial Highlights

 

·                  Record total revenues of $58.6 million and record transaction revenues of $54.3 million.

 

·                  Record Adjusted EBITDA of $4.3 million, representing an Adjusted EBITDA margin of 7.3%, up from $1.0 million in the first quarter of 2014, representing an Adjusted EBITDA margin of 2.3%.

 

·                  Non-GAAP net income of $0.1 million, or $0.00 per share, compared to Non-GAAP net loss of $(2.5) million, or $(0.04) per share, in the first quarter of 2014.

 

·                  Net loss of $(11.6) million, or $(0.14) per basic and diluted share, compared to a net loss of $(9.9) million, or $(0.17) per basic and diluted share, in the first quarter of 2014.

 

2



 

Key Operating Metrics

 

·                  The number of average monthly unique visitors4 increased 40% to a record 5.5 million for the first quarter of 2015, up from approximately 3.9 million in the first quarter of 2014.

 

·                  The number of units5 increased 34% to 168,559 in the first quarter of 2015, up from 125,980 in the first quarter of 2014.

 

·                  Monetization6 was $322 during the first quarter of 2015, also an all time record.

 

·                  Franchise Dealer Count increased to a record 9,108 at March 31, 2015, representing nearly 30% of all new car franchises and year-over-year growth of 26%.

 

·                  Quarterly net dealer additions were 607 in the first quarter of 2015, also a record.

 

Business Outlook

 

TrueCar’s guidance for the second quarter ending June 30, 2015 is as follows:

 

·                  Revenues are expected to be in the range of $67.0 million to $69.0 million, on units of 205,000 – 210,000.

 

·                  Adjusted EBITDA is expected to be in the range of $5.5 million to $6.5 million.

 

TrueCar is reiterating guidance for the full year ending December 31, 2015 as follows:

 

·                  Revenues are expected to be in the range of $280.0 million to $290.0 million, on units of approximately 825,000.

 

·                  Adjusted EBITDA is expected to be in the range of $26.6 million to $29.0 million.

 

Conference Call Information

 

Members of TrueCar management will host a conference call today, May 7, 2015, to discuss the first quarter results at 4:30 p.m. Eastern Time. To participate, callers in the U.S. and Canada should dial 1-877-407-0789 and international callers should dial 1-201-689-8562 and reference the conference ID: 13607379. In addition, a live webcast of the call will be accessible through the Investor Relations section of TrueCar’s website at ir.true.com and will be archived online for 90 days upon completion of the conference call. A telephonic replay of the call will also be available until 11:59 p.m. Eastern Time, on Thursday, May 21, 2015, by dialing 1-877-870-5176 (domestic) or 1-858-384-5517 (international) and entering the replay pin number: 13607379.  TrueCar has used, and intends to continue to use, its Investor Relations website (ir.true.com), as well as certain Twitter accounts (@truecar, @TheScottPainter and @johnkrafcik) and the company’s Facebook page (www.facebook.com/truecar), as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

 


4 Average Monthly Unique Visitors: We define a monthly unique visitor as an individual who has visited our website, our landing page on our affinity group marketing partner sites, or our mobile applications within a calendar month. We calculate average monthly unique visitors as the sum of the monthly unique visitors divided by the number of months in that period.

5 Units: We define units as the number of automobiles purchased by our users from TrueCar Certified Dealers through TrueCar.com and our mobile applications or the car buying sites and mobile applications we maintain for our affinity group marketing partners.

6 Monetization: We define monetization as the average transaction revenue per unit, which we calculate by dividing all of our transaction revenue in a given period by the number of units in that period.

 

3



 

Forward-Looking Statements

 

This press release contains forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding TrueCar’s outlook for the second quarter and full year 2015, accelerated financial performance, the performance of the TrueCar branded channel, growth of the TrueCar platform, development and performance of new TrueCar products, business strategy, plans and objectives are forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions that may prove incorrect, any of which could cause TrueCar’s results to differ materially from those expressed or implied by such forward-looking statements.  Among the risks and uncertainties that could cause TrueCar’s results to differ materially from those expressed or implied by such forward-looking statements include: the ability to manage growth especially in light of the company’s limited operating history; dependence upon affinity group marketing partners, especially USAA; compliance with U.S. federal and state laws and regulations directly or indirectly applicable to TrueCar’s business; the ability to compete effectively in an increasingly competitive market and to enhance TrueCar’s brand; the ability to continue to expand TrueCar’s dealer network and increase the number of transactions between the dealer network and users of the TrueCar platform, the ability to successfully develop and introduce complementary new products to address target markets, including OEMs, and to continue to enhance TrueCar’s mobile solutions; macro-economic issues that affect the automobile industry; security breaches or other service disruptions; TrueCar’s ability to protect its intellectual property rights; the ability to successfully resolve litigation to which TrueCar is subject; and other risks and uncertainties described more fully under the heading “Risk Factors” in TrueCar’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission, or SEC, and its Quarterly Report on Form 10-Q to be filed with the SEC. Moreover, the company operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for TrueCar management to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the company may make.  All forward-looking statements in this press release are based on information available to TrueCar as of the date hereof, and except as required by law, TrueCar assumes no obligation to update these forward-looking statements, which speak only as of their respective dates.

 

 

Use of Non-GAAP Financial Measures

 

 

This earnings release includes the following Non-GAAP financial measures; Adjusted EBITDA, Non-GAAP net income (loss), and Non-GAAP net income (loss) per share.  We define Adjusted EBITDA as net loss adjusted to exclude interest income, interest expense, income taxes, depreciation and amortization, stock-based compensation, non-cash warrant expense, change in the fair value of contingent consideration, ticker symbol acquisition costs, certain legal costs, a legal settlement, IPO-related expenses and transaction costs from acquisitions. We define Non-GAAP net income (loss) as net loss adjusted to exclude stock-based compensation, non-cash warrant expense, transaction costs from acquisitions, change in the fair value of contingent consideration, ticker symbol acquisition costs, IPO-related expenses, certain legal costs and a legal settlement. We have provided below a reconciliation of each of Adjusted EBITDA and Non-GAAP net income (loss) to net loss, the most directly comparable GAAP financial measure. No adjustment for legal fees or other costs associated with the complaint filed against us purportedly on behalf of automotive dealers who are not on the TrueCar platform in March 2015 are reflected in the reconciliations below as no such costs had been incurred as of March 31, 2015, however such costs will be excluded from Adjusted EBITDA when incurred. Neither Adjusted EBITDA nor Non-GAAP net income (loss) should be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.

 

4



 

We believe that Adjusted EBITDA and Non-GAAP net income (loss) are useful because they facilitate operating performance comparisons on a period-to-period basis as they exclude variations primarily caused by changes in the excluded items noted above. In addition, we believe that Adjusted EBITDA, Non-GAAP net income (loss) and similar measures are widely used by investors, securities analysts, rating agencies and other parties in evaluating companies as measures of financial performance.

 

Our use of each of Adjusted EBITDA and Non-GAAP net income (loss) has limitations as an analytical tool, and you should not consider either in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

 

·                  Adjusted EBITDA does not reflect the payment or receipt of interest or the payment of income taxes;

 

·                  Neither Adjusted EBITDA nor Non-GAAP net income (loss) reflects changes in, or cash requirements for, our working capital needs;

 

·                  Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or any other contractual commitments;

 

·                  Neither Adjusted EBITDA nor Non-GAAP net income (loss) reflects the cash costs to advance our claims in respect of certain litigation.

 

·                  Neither Adjusted EBITDA nor Non-GAAP net income (loss) consider the potentially dilutive impact of shares issued or to be issued in connection with share-based compensation or warrant issuances; and

 

·                  Other companies, including companies in our own industry, may calculate Adjusted EBITDA and Non-GAAP net income (loss) differently than we do, limiting their usefulness as comparative measures.

 

Because of these limitations, you should consider Adjusted EBITDA and Non-GAAP net income (loss) alongside other financial performance measures, including various cash flow metrics, net loss and our other GAAP results. In addition, in evaluating Adjusted EBITDA and Non-GAAP net income (loss), you should be aware that in the future we will incur expenses such as those that are the subject of adjustments in deriving Adjusted EBITDA and Non-GAAP net income (loss) and you should not infer from our presentation of Adjusted EBITDA and Non-GAAP net income (loss) that our future results will not be affected by these expenses or any unusual or non-recurring items.

 

5



 

About TrueCar

 

TrueCar, Inc. (NASDAQ: TRUE), the negotiation-free car buying and selling mobile marketplace, gives consumers transparent insight into what others paid and access to guaranteed savings off MSRP from TrueCar Certified Dealers. TrueCar’s network of more than 10,000 trusted Certified Dealers is committed to providing upfront pricing information and a hassle-free buying experience. TrueCar powers car-buying programs for some of the largest U.S. membership and service organizations, including AARP, American Express, AAA and USAA. Not all program features are available in all states. TrueCar is headquartered in Santa Monica, California, with offices in San Francisco and Austin, Texas. For more information, go to www.truecar.com. Follow us on Facebook or Twitter.

 

 

INVESTOR CONTACTS:

 

Alison Sternberg

 

Vice President, Investor Relations and Administration

 

O: 800.200.2000 x 8771

 

investors@true.com

 

 

Laura Bainbridge

 

Addo Communications

 

O: 310.829.5400

 

investors@true.com

 

 

MEDIA CONTACT:

 

Alan Ohnsman

 

Senior Vice President & Chief Communications Officer

 

O: 800.200.2000 x 8044

 

AOhnsman@truecar.com

 

6



 

TrueCar, Inc.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Revenues

 

$

58,554

 

$

43,930

 

Costs and operating expenses:

 

 

 

 

 

Cost of revenue

 

5,791

 

3,720

 

Sales and marketing

 

31,709

 

27,767

 

Technology and development

 

9,760

 

7,330

 

General and administrative

 

18,769

 

11,517

 

Depreciation and amortization

 

3,925

 

3,114

 

Total costs and operating expenses

 

69,954

 

53,448

 

Loss from operations

 

(11,400)

 

(9,518)

 

Interest income

 

20

 

17

 

Interest expense

 

(45)

 

(170)

 

Other income

 

11

 

 

Loss before provision for income taxes

 

(11,414)

 

(9,671)

 

Provision for income taxes

 

209

 

250

 

Net loss

 

$

(11,623)

 

$

(9,921)

 

Net loss per share:

 

 

 

 

 

Basic and diluted

 

$

(0.14)

 

$

(0.17)

 

Weighted average common shares outstanding, basic and diluted

 

80,461

 

60,102

 

 

7



 

TrueCar, Inc.

 

Consolidated Balance Sheets

 

(Unaudited)

 

(In thousands)

 

 

 

March 31,

 

December 31,

 

 

 

2015

 

2014

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

 $

143,069

 

 $

147,539

 

Accounts receivable

 

28,939

 

28,748

 

Prepaid expenses

 

4,585

 

5,193

 

Other current assets

 

1,081

 

3,040

 

Total current assets

 

177,674

 

184,520

 

Property and equipment, net

 

56,127

 

30,731

 

Goodwill

 

53,270

 

53,270

 

Intangible assets, net

 

26,914

 

27,949

 

Other assets

 

688

 

482

 

Total assets

 

 $

314,673

 

 $

296,952

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

 $

12,339

 

 $

12,826

 

Accrued employee expenses

 

6,839

 

14,245

 

Accrued expenses and other current liabilities

 

15,124

 

11,783

 

Total current liabilities

 

34,302

 

38,854

 

Deferred tax liabilities

 

2,448

 

2,245

 

Lease financing obligations

 

26,554

 

6,093

 

Other liabilities

 

626

 

562

 

Total liabilities

 

63,930

 

47,754

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Common stock 

 

8

 

8

 

Additional paid-in capital

 

473,347

 

460,179

 

Accumulated deficit

 

(222,612)

 

(210,989)

 

Total stockholders’ equity

 

250,743

 

249,198

 

Total liabilities and stockholders’ equity

 

 $

314,673

 

 $

296,952

 

 

8



 

TrueCar, Inc.

 

Reconciliation of Net Loss to Adjusted EBITDA

 

(Unaudited)

 

(In thousands)

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

Net loss

 

 $

(11,623)

 

 $

(9,921)

 

Non-GAAP Adjustments:

 

 

 

 

 

Interest income

 

(20)

 

(17)

 

Interest expense

 

45

 

170

 

Depreciation and amortization

 

3,925

 

3,114

 

Stock-based compensation

 

9,453

 

4,144

 

Warrant expense

 

(147)

 

2,335

 

Ticker symbol acquisition costs

 

-

 

803

 

Certain litigation costs

 

2,443

(1)

120

(1)

Provision for income taxes

 

209

 

250

 

Adjusted EBITDA

 

 $

4,285

 

 $

998

 

 

 

(1) The excluded amounts relate to legal costs incurred in connection with a claim we filed against Sonic Automotive Holdings, Inc. for trademark infringement and related matters.  We have not historically excluded these costs from Adjusted EBITDA; however, as we have incurred increasing costs to advance our claim, we believe that their exclusion is appropriate to facilitate period-to-period operating performance comparisons.

 

9



 

TrueCar, Inc.

Reconciliation of Net Loss to Non-GAAP Net Income (Loss)

(Unaudited)

(In thousands, except per share amounts)

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

 

2015

 

2014

 

 

 

 

 

 

 

Net loss

 

(11,623)

 

 $ 

(9,921)

 

Non-GAAP Adjustments:

 

 

 

 

 

Stock-based compensation

 

9,453

 

4,144

 

Warrant expense

 

(147)

 

2,335

 

Ticker symbol acquisition costs

 

-    

 

803

 

Certain litigation costs

 

2,443

(

1)

120

(1)

Legal Settlement

 

-    

 

-    

 

Non-GAAP net income (loss)

 

126

 

(2,519)

 

 

 

 

 

 

 

Non-GAAP net income (loss) per share:

 

 

 

 

 

Basic

 

0.00

 

(0.04)

 

Diluted

 

0.00

 

(0.04)

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

80,461

 

60,102

 

Diluted

 

92,361

 

60,102

 

 

 

 

(1) The excluded amounts relate to legal costs incurred in connection with a claim we filed against Sonic Automotive Holdings, Inc. for trademark infringement and related matters.  We have not historically excluded these costs from Adjusted EBITDA; however, as we have incurred increasing costs to advance our claim, we believe that their exclusion is appropriate to facilitate period-to-period operating performance comparisons.

 

10


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