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2014 Annual Report 2014 Annual Report 2014 Annual Report 2014 Annual Report The world is changing in automotive retail, and TrueCar is helping to lead the way. Message from the Founder and Chief Executive Officer At TrueCar, we set out to prove something very important: Truth and transparency is a more profitable way of doing business. It’s a big objective. As we turn the page on our first year as a public company, we have hit a number of key milestones in the furtherance of that mission: • TrueCar users have purchased over 1.7 million cars on the platform since inception. • The TrueCar Certified Dealer Network has eclipsed 10,000 dealers. • TrueCar has achieved cash-flow positive operating results for the year 2014. • And TrueCar launched a new, mobile buying experience that is second-to-none. I want to take a moment to celebrate those achievements and recognize the daily work (that goes mostly uncelebrated), which is the bigger measure of a company’s success. We knew when we accepted our mission that it would involve moving mountains, one pick strike at a time. My single biggest source of satisfaction as a CEO comes from the talented individuals assembled at TrueCar who share my passion for this hard work. Together we are evolving a beloved industry, by “making car buying simple, fair, and fun.” Since the original writing of that statement almost 10 years ago, I am happy to announce that we are on the road to making car buying all of those things. We’re also making it mobile. The world is changing in automotive retail, and we are helping to lead the way. Scott Painter, CEO 2014 Annual Report Revenue Dealers $189.4M 8,501 transaction franchise revenue dealers 250M 10,000 200M 8,000 150M 6,000 100M 4,000 $206.6M 9,840 total revenue total dealers 50M 54% 2,000 40% year-over-year year-over-year increase increase 0 0 2012 2013 2014 2012 2013 2014 2014 was a great year for TrueCar. We closed out our first year as a public company with record growth in all of our key performance indicators. Most importantly: • Year-over-year revenue growth of 54 percent to nearly $207 million • Unit growth of 53 percent to 611,000 units with unit growth in the TrueCar-branded channel of 125 percent • Year-over-year market share growth of 35 percent • Strong improvements across all of our profitability metrics As we look towards 2015, TrueCar is operating extremely well and continuing to gain confidence in our position as a transformative, rapid-growth technology company operating in the automotive space. However, we are still in the very early chapters of our story and there will certainly be challenges ahead of us. Having 4 percent market share in one of the largest industries in the world means that we have a phenomenal growth opportunity. To capture this opportunity, we need to operate with determination, rigor and discipline. We must also operate with the knowledge that, while we may be a public company, we are far from the summit of our goal. Great companies solve big problems. It’s a mantra that is often repeated around here. As we continue to scale the business, we have deepened our bench with some of the most seasoned and experienced professionals I have ever known, each with a fire in the belly for our mission. We want to leave the next generation the blueprint for a new way of doing business, grounded in the belief that the only deal worth doing is one where all parties in the transaction can thrive. Average Monthly Unique Visitors Units 234,686 TrueCar-branded channel units 5M 700K 600K 4M 500K 3M 400K 300K 2M 4.3M average monthly 610,620 unique visitors 200K total units 1M 55% 53% year-over-year 100K year-over-year increase increase 0 0 2012 2013 2014 2012 2013 2014 To the team at TrueCar, thank you for your continued support, passion and drive. I am so proud and appreciative of your daily commitment. We didn’t pick the easiest industry to transform, and I’m thankful that none of you signed up for easy. To our users, dealers and OEMs, thank you for placing your trust 1.7M+vehicles purchased since in TrueCar. We will continue to work alongside our dealer and OEM our founding in 2006 partners to deliver on our founding mission—to make car buying simple, fair, and fun—while proving that truth and transparency is more profitable. Finally, I’d like to thank you, our shareholders, for your continued confidence and support. TrueCar is in the world to build enduring value, and to become one of the most transformative brands of our time. Yours truly, Scott Painter Founder and CEO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 អ 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 (I.R.S. Employer incorporation or organization) Identification Number) 120 Broadway, Suite 200 Santa Monica, California 90401 (Address of principal executive offices and Zip Code) (800) 200-2000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.0001 per share The Nasdaq Global Select Market (Title of each class) (Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes អ No ፤ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes អ No ፤ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ፤ No អ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ፤ No អ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. អ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act: Large accelerated filer អ Accelerated filer អ Non-accelerated filer ፤ Smaller reporting company អ (do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes អ No ፤ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, was $391,333,962 based upon the closing price reported for such date on the NASDAQ Global Select Market. As of March 5, 2015, the registrant had 80,419,146 shares of common stock outstanding. Documents Incorporated by Reference Portions of the registrant’s definitive Proxy Statement for the 2015 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2014. Except with respect to information specifically incorporated by reference in this Form 10-K, the Definitive Proxy Statement is not deemed to be filed as part of this Form 10-K. TRUECAR, INC. FORM 10-K PART I ................................................................... 5 Item 1. Business ......................................................... 5 Item 1A. Risk Factors ...................................................... 24 Item 1B. Unresolved Staff Comments ........................................... 45 Item 2. Properties ........................................................ 45 Item 3. Legal Proceedings .................................................. 45 Item 4. Mine Safety Disclosures .............................................. 45 PART II .................................................................. 46 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ....................................... 46 Item 6. Selected Financial Data .............................................. 49 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...................................................... 54 Item 7A. Quantitative and Qualitative Disclosures about Market Risk ................... 78 Item 8. Financial Statements and Supplementary Data ............................. 79 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...................................................... 79 Item 9A. Controls and Procedures ............................................. 79 Item 9B. Other Information .................................................. 80 PART III ................................................................. 81 Item 10. Directors, Executive Officers and Corporate Governance ...................... 81 Item 11. Executive Compensation .............................................
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