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Form 8-K TrueCar, Inc. For: Nov 05

November 5, 2015 4:18 PM


 

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)
 
November 5, 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 November 5, 2015, TrueCar, Inc. (the “Company”) announced its financial results for the fiscal quarter ended September 30, 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 November 5, 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/ Michael Guthrie
 
Michael Guthrie
 
Chief Financial Officer & Interim Chief Operating Officer
 
 
 Date:  November 5, 2015

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Exhibit 99.1

For Immediate Release
                                                
TrueCar Reports Third Quarter 2015 Financial Results

Record quarterly revenue and unit sales through Certified Dealers

Third quarter total revenue up 28% from a year ago to a record $72.4 million; best-ever transaction revenue of $67.4 million, up 30% year over year.
TrueCar users purchased 208,034 vehicles from TrueCar Certified Dealers, up 21% year over year and the most in company history.
Net loss of $(11.1) million, or $(0.13) per share, compared to net loss of $(14.7) million, or $(0.18) per share, in the second quarter of 2015.
Third quarter Non-GAAP net loss(1) of $(2.1) million, or $(0.03) per share, compared to Non-GAAP net loss of $(3.8) million, or $(0.05) per share, in the second quarter of 2015.
Third quarter Adjusted EBITDA(2) of $2.7 million, representing an Adjusted EBITDA margin of 3.7%, up from $0.5 million, representing an Adjusted EBITDA margin of 0.7% in the second quarter of 2015.
Third quarter operating cash flow of $2.7 million, up from $1.5 million in the third quarter of 2014.
Franchise Dealer count(3) was 8,702 as of September 30, 2015, representing approximately 28% of all new car franchises.
SANTA MONICA, Calif., November 5, 2015 – TrueCar, Inc. (NASDAQ: TRUE), the modern car-buying service, today announced its financial results for the third quarter ended September 30, 2015.

Management Commentary

“I'm pleased with our execution and financial performance for the quarter,” said Mike Guthrie, TrueCar’s Chief Financial Officer and interim Chief Operating Officer.

In the third quarter, TrueCar reached all-time records for unique visitors, prospects and units across all three channels: USAA; TrueCar-branded; and Other Partner. Total unique visitors reached 6.6 million in the third quarter, representing year-over-year growth of 43%.

Traffic in the TrueCar-branded channel alone was 4.6 million, up 55% over last year, while unique visitors in the USAA channel grew 32% year over year, versus just 3% growth last quarter. Traffic in our Other Partner channel also exhibited strong improvement in growth with unique visitors of 1.4 million for the quarter, up 18% year over year, versus 8% traffic growth in the second quarter of this year.

TrueCar's prospect levels crested one million for the first time in the third quarter and grew by 29% year over year, an acceleration over the first and second quarter of this year when prospect growth rates were 21% and 20%, respectively.

TrueCar's Certified Dealer partners sold a record 208,034 new and used vehicles to TrueCar users during the quarter, up 21% from a year ago. USAA units grew by 19% year over year, an acceleration over the past two quarters when unit growth was 10% and 14%, respectively.

 
(1)
Non-GAAP net loss is a Non-GAAP financial measure.  Refer to its definition and accompanying reconciliation to GAAP net loss below.
(2)
Adjusted EBITDA 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




Cost per sale in the TrueCar channel improved by 11% sequentially to a near-record low of $193, while units in the channel grew to just under 90,000, up 28% year over year.

"I am particularly excited with the performance of our affinity partner channels this past quarter, where we had healthy growth rates across all of our key metrics," Guthrie said. "In particular, we are working better than ever with our partners at USAA and are pleased that more USAA members than ever are having great car buying experiences at TrueCar Certified Dealers. Also, with new partners such as Sam's Club coming online, we believe our dealer partners will see significant demand from our affinity channels in the fourth quarter and into 2016."

Third Quarter 2015 Financial Highlights
 
Record total revenue of $72.4 million and record transaction revenue of $67.4 million.
Net loss of $(11.1) million, or $(0.13) per basic and diluted share, compared to net loss of $(14.7) million, or $(0.18) per share, in the second quarter of 2015. This compares to a net loss of $(13.6) million, or $(0.18) per basic and diluted share, in the third quarter of 2014.
Non-GAAP net loss of $(2.1) million, or $(0.03) per basic and diluted share, improved from Non-GAAP net loss of $(3.8) million, or $(0.05) per basic and diluted share in the second quarter of 2015. This compares to Non-GAAP net income of $0.3 million, or $0.00 per basic and diluted share, in the third quarter of 2014.
Adjusted EBITDA of $2.7 million, representing an Adjusted EBITDA margin of 3.7%, up from $0.5 million in the second quarter of 2015.

Key Operating Metrics
 
Average monthly unique visitors(4) increased 43% to a record 6.6 million in the third quarter of 2015, up from approximately 4.6 million in the third quarter of 2014.
Units(5) increased 21% to 208,034 in the third quarter of 2015, up from 171,775 in the third quarter of 2014.
Monetization(6) was $324 during the third quarter of 2015 compared to $303 during the third quarter of 2014.
Franchise Dealer count was 8,702 as of September 30, 2015, representing approximately 28% of all new car franchises.
 
Business Outlook
 
TrueCar’s guidance for the fourth quarter ending December 31, 2015 is as follows:
 
Revenues are expected to be in the range of $64.0 million to $65.5 million.
Adjusted EBITDA is expected to be $0.5 million to $1 million.
 
Guidance for the full year ending December 31, 2015 is as follows:

Revenues are expected to be in the range of $260.2 million to $261.7 million.
Adjusted EBITDA is expected to be in the range of $8.0 million to $8.5 million

 






 
(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.


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Conference Call Information
 
Members of TrueCar management will host a conference call today, November 5, 2015, to discuss the third 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: 13620310. 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 replay of the call will also be available until 11:59 p.m. Eastern Time, on Thursday, November 19, 2015, by dialing 1-877-870-5176 (domestic) or 1-858-384-5517 (international) and entering the replay pin number: 13620310.  TrueCar has used, and intends to continue to use, its Investor Relations website (ir.true.com), Twitter (@TrueCar), and Facebook (www.facebook.com/TrueCar), as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

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 fourth quarter and full year 2015, future financial results, including revenue and Adjusted EBITDA, future demand from our affinity channels, operational improvements, 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 grow our network of Certified Dealers, in particular franchise dealers, and to replace dealers that transition off the program; 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 innovate and introduce enhanced products for mobile platforms; macro-economic issues that affect the automobile industry; the ability to attract additional qualified personnel, including the hiring of a new Chief Executive Officer; 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 and its subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, or SEC, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 to be filed with the SEC. All forward-looking statements in this press release are based on information available to TrueCar's management as of the date hereof, and except as required by law, management 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, ticker symbol acquisition costs, certain litigation costs, IPO-related expenses and severance charges. We define Non-GAAP net income (loss) as net loss adjusted to exclude stock-based compensation, non-cash warrant expense, ticker symbol acquisition costs, IPO-related expenses, certain litigation costs and severance charges. 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. 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.

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 or the costs to defend ourselves in various complaints filed against us.

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Neither Adjusted EBITDA nor Non-GAAP net income (loss) reflects the cash severance costs due to certain former executives upon separation.
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.

About TrueCar
 
TrueCar, Inc. (NASDAQ: TRUE), the modern car-buying service, 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, Sam's Club 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 Contact: 
Alison Sternberg
Vice President, Investor Relations and Administration 
424-258-8771
[email protected]
 
 
Media Contact:
 Alan Ohnsman
Senior Vice President & Chief Communications Officer
424-258-8044
[email protected]






4



TRUECAR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)


 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Revenues
$
72,405

 
$
56,751

 
$
196,250

 
$
151,178

Costs and operating expenses:
 
 
 
 
 
 
 
Cost of revenue
5,952

 
4,666

 
17,670

 
12,524

Sales and marketing
43,969

 
36,399

 
116,135

 
97,458

Technology and development
12,340

 
10,906

 
33,079

 
26,751

General and administrative
16,467

 
14,919

 
53,643

 
42,873

Depreciation and amortization
4,477

 
3,388

 
12,521

 
9,474

Total costs and operating expenses
83,205

 
70,278

 
233,048

 
189,080

Loss from operations
(10,800
)
 
(13,527
)
 
(36,798
)
 
(37,902
)
Interest income
27

 
14

 
71

 
41

Interest expense
(159
)
 
(27
)
 
(322
)
 
(327
)
Other income

 
20

 
14

 
30

Loss before provision for income taxes
(10,932
)
 
(13,520
)
 
(37,035
)
 
(38,158
)
Provision for income taxes
173

 
120

 
432

 
437

Net loss
$
(11,105
)
 
$
(13,640
)
 
$
(37,467
)
 
$
(38,595
)
Net loss per share:
 
 
 
 
 
 
 
Basic and diluted
$
(0.13
)
 
$
(0.18
)
 
$
(0.46
)
 
$
(0.56
)
Weighted average common shares outstanding, basic and diluted
82,417

 
76,880

 
81,637

 
68,315




5



TRUECAR, INC. 
CONSOLIDATED BALANCE SHEETS 
(In thousands)
(Unaudited) 

 
Sept 30, 2015
 
Dec 31, 2014
 
 
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
123,706

 
$
147,539

Accounts receivable, net
37,392

 
28,748

Prepaid expenses
5,076

 
5,193

Other current assets
1,848

 
3,040

Total current assets
168,022

 
184,520

Property and equipment, net
67,978

 
30,731

Goodwill
53,270

 
53,270

Intangible assets, net
24,848

 
27,949

Other assets
989

 
482

Total assets
$
315,107

 
$
296,952

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Current liabilities
 
 
 
Accounts payable
$
22,733

 
$
12,826

Accrued employee expenses
5,798

 
14,245

Accrued expenses and other current liabilities
13,309

 
11,783

Total current liabilities
41,840

 
38,854

Deferred tax liabilities
2,660

 
2,245

Lease financing obligations, net of current portion
27,020

 
6,093

Other liabilities
546

 
562

Total liabilities
72,066

 
47,754

 
 
 
 
Stockholders’ Equity
 
 
 
Common stock
8

 
8

Additional paid-in capital
491,489

 
460,179

Accumulated deficit
(248,456
)
 
(210,989
)
Total stockholders’ equity
243,041

 
249,198

Total liabilities and stockholders’ equity
$
315,107

 
$
296,952



6



TRUECAR, INC. 
SELECTED CASH FLOW DATA 
(In thousands)
(Unaudited) 


 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 
$
2,745

 
$
1,526

 
$
(9,712
)
 
$
(4,904
)
Net cash used in investing activities
 
(5,594
)
 
(5,549
)
 
(19,626
)
 
(6,988
)
Net cash provided by financing activities
 
586

 
5,177

 
5,505

 
81,072

Net (decrease) increase in cash and cash equivalents
 
(2,263
)
 
1,154

 
(23,833
)
 
69,180

Cash and cash equivalents at beginning of period
 
125,969

 
111,845

 
147,539

 
43,819

Cash and cash equivalents at end of period
 
$
123,706

 
$
112,999

 
$
123,706

 
$
112,999



7



TRUECAR, INC. 
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA 
 (In thousands)
(Unaudited) 


 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net loss
$
(11,105
)
 
$
(13,640
)
 
$
(37,467
)
 
$
(38,595
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Interest income
(27
)
 
(14
)
 
(71
)
 
(41
)
Interest expense
159

 
27

 
322

 
327

Depreciation and amortization
4,477

 
3,388

 
12,521

 
9,474

Stock-based compensation
7,531

 
9,440

 
26,151

 
20,978

IPO-related expenses

 

 

 
3,717

Warrant (reduction) expense
(308
)
 
3,675

 
(788
)
 
8,289

Ticker symbol acquisition costs

 

 

 
803

Certain litigation costs (1)
1,180

 
864

 
5,742

 
1,239

Severance charges (2)
571

 

 
571

 

Provision for income taxes
173

 
120

 
432

 
437

Adjusted EBITDA
$
2,651

 
$
3,860

 
$
7,413

 
$
6,628


(1)
The excluded amounts relate to legal costs incurred in connection with a claim we filed against Sonic Automotive Holdings, Inc., complaints filed by non-TrueCar dealers and the California New Car Dealers Association against TrueCar and securities class action lawsuits. We believe that their exclusion is appropriate to facilitate period-to-period operating performance comparisons.

(2)
We incurred severance costs for four executive-level employees who terminated during the third quarter of 2015.  We use Adjusted EBITDA and Non-GAAP Net Income as measures of our on-going core operations and to evaluate comparative results period over period.  We believe excluding the impact of these coincident terminations from the third quarter is consistent with our use of these non-GAAP measures as we do not believe they are a useful indicator of ongoing operating results.  We expect to incur additional executive severance costs in the fourth quarter of 2015 in connection with the previously announced resignation of our Chief Executive Officer to be effective no later than December 31, 2015.


8



TRUECAR, INC. 
RECONCILIATION OF NET LOSS TO NON-GAAP NET LOSS 
 (In thousands, except per share amounts)
(Unaudited) 

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net loss
$
(11,105
)
 
$
(13,640
)
 
$
(37,467
)
 
$
(38,595
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation
7,531

 
9,440

 
26,151

 
20,978

IPO-related expenses

 

 

 
3,717

Warrant (reduction) expense
(308
)
 
3,675

 
(788
)
 
8,289

Ticker symbol acquisition costs

 

 

 
803

Certain litigation costs (1)
1,180

 
864

 
5,742

 
1,239

Severance charges (2)
571

 

 
571

 

Non-GAAP net (loss) income
$
(2,131
)
 
$
339

 
$
(5,791
)
 
$
(3,569
)
 
 
 
 
 
 
 
 
Non-GAAP net loss per share:
 
 
 
 
 
 
 
Basic
$
(0.03
)
 
$
0.00

 
$
(0.07
)
 
$
(0.05
)
Diluted
$
(0.03
)
 
$
0.00

 
$
(0.07
)
 
$
(0.05
)
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
82,417

 
76,880

 
81,637

 
68,315

Diluted
82,417

 
88,604

 
81,637

 
68,315


(1)
The excluded amounts relate to legal costs incurred in connection with a claim we filed against Sonic Automotive Holdings, Inc., complaints filed by non-TrueCar dealers and the California New Car Dealers Association against TrueCar and securities class action lawsuits. We believe that their exclusion is appropriate to facilitate period-to-period operating performance comparisons.

(2)
We incurred severance costs for four executive-level employees who terminated during the third quarter of 2015.  We use Adjusted EBITDA and Non-GAAP net income as measures of our on-going core operations and to evaluate comparative results period over period.  We believe excluding the impact of these coincident terminations from the third quarter is consistent with our use of these non-GAAP measures as we do not believe they are a useful indicator of ongoing operating results.  We expect to incur additional executive severance costs in the fourth quarter of 2015 in connection with the previously announced resignation of our Chief Executive Officer to be effective no later than December 31, 2015.



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