TrueCar Reports Fourth Quarter and Full Year 2020 Financial Results

SANTA MONICA, Calif., Feb. 24, 2021 /PRNewswire/ -- TrueCar, Inc. (NASDAQ: TRUE) today announced its financial results for the fourth quarter and fiscal year ended December 31, 2020.

Fourth Quarter 2020 Financial Highlights

The following financial results reflect continuing operations only:

    --  Fourth quarter total revenue of $64.0 million, down (25)% from $84.9
        million in the fourth quarter of 2019.
    --  Fourth quarter loss from continuing operations of $(7.7) million, or
        $(0.07) per basic and diluted share, compared to loss from continuing
        operations of $(9.7) million, or $(0.09) per basic and diluted share, in
        the fourth quarter of 2019.
    --  Fourth quarter Non-GAAP net loss((1)) of $(1.1) million, or $(0.01) per
        basic and diluted share, compared to Non-GAAP net loss of $(2.6)
        million, or $(0.02) per basic and diluted share, in the fourth quarter
        of 2019.
    --  Fourth quarter Adjusted EBITDA((2)) of $6.1 million, representing an
        Adjusted EBITDA margin((3) )of 9.5%, compared to Adjusted EBITDA of $1.7
        million, representing an Adjusted EBITDA margin of 2.0%, in the fourth
        quarter of 2019.

2020 Financial Highlights

The following financial results reflect continuing operations only:

    --  Total revenue of $278.7 million, down (16.8)% from $335.0 million in FY
        2019.
    --  Loss from continuing operations of $(19.8) million, or $(0.19) per basic
        and diluted share, compared to loss from continuing operations of
        $(58.3) million, or $(0.55) per basic and diluted share, in FY 2019.
    --  Non-GAAP net income of $20.2 million, or $0.19 per basic and diluted
        share, compared to Non-GAAP net loss of $(8.7) million, or $(0.08) per
        basic and diluted share, in FY 2019.
    --  Adjusted EBITDA of $42.1 million, representing an Adjusted EBITDA margin
        of 15.1%, compared to Adjusted EBITDA of $8.2 million, representing an
        Adjusted EBITDA margin of 2.4%, in FY 2019.
    --  Cash and cash equivalents of approximately $273 million at December 31,
        2020.



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





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





            (3)            Adjusted EBITDA margin is a Non-GAAP
                              financial measure, calculated as
                              Adjusted EBITDA divided by total
                              revenue.

Management Commentary

"Thanks to the many decisive actions we took throughout 2020, we delivered a strong fourth quarter with financial performance well above expectations," said Mike Darrow, TrueCar's President and Chief Executive Officer. "More importantly, we head into 2021 with a number of tailwinds behind us, including our recently announced Navy Federal partnership and the roll-out of our Deal Builder experience, yet another significant step towards becoming the industry's leading end-to-end online car buying solution."

Key Operating Metrics

    --  Average monthly unique visitors((4)) increased 2% to 7.9 million in the
        fourth quarter of 2020, up from approximately 7.7 million in the fourth
        quarter of 2019. In FY 2020, average monthly unique visitors increased
        12% to approximately 8.4 million, up from 7.4 million in FY 2019.
    --  Units((5)) were 166,474 in the fourth quarter of 2020, down from 248,037
        in the fourth quarter of 2019. In FY 2020, units were 766,413, down from
        998,495 in FY 2019.
    --  Monetization((6)) was $382 during the fourth quarter of 2020, compared
        to $342 during the fourth quarter of 2019. Monetization was $352 during
        FY 2020, compared to $335 during FY 2019.
    --  Franchise dealer count((7)) was 10,589 as of December 31, 2020, a (1)%
        decrease from 10,745 as of September 30, 2020.
    --  Independent dealer count((8)) was 3,794 as of December 31, 2020, a (2)%
        decrease from 3,858 as of September 30, 2020.

Business Outlook

For the first quarter ending March 31, 2021, we expect revenues to be in the range of $60 million to $62 million. We expect to grow revenues sequentially from there, with a bit less sequential improvement from the third to the fourth quarter as a result of typical seasonality. As it relates to Adjusted EBITDA, it is management's view that accelerating unit growth takes priority over near-term profitability in the first quarter. However, we expect a healthy Adjusted EBITDA for the remainder of the year.



              (4)              We define a monthly unique visitor
                                  as an individual who has visited
                                  our website, our landing pages 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
                                  the period.





              (5)              We define units as the number of
                                  automobiles purchased from TrueCar
                                  Certified Dealers that are matched
                                  to users of TrueCar.com, our
                                  mobile applications or the car-
                                  buying sites and mobile
                                  applications that we maintain for
                                  our affinity group marketing
                                  partners.





              (6)              We define monetization as the
                                  average transaction revenue per
                                  unit, which we calculate by
                                  dividing all of our transaction
                                  revenue (dealer revenue and OEM
                                  incentives revenue) in a given
                                  period by the number of units in
                                  that period.





              (7)              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 at each
                                  individual location, or rooftop,
                                  regardless of the size of the
                                  dealership that owns the rooftop.





              (8)              We define independent dealer count
                                  as the number of dealers in the
                                  network of TrueCar Certified
                                  Dealers at the end of a given
                                  period that exclusively sell used
                                  vehicles and are not directly
                                  affiliated with a new car
                                  manufacturer. This number is
                                  calculated by counting each
                                  location, or rooftop,
                                  individually, regardless of the
                                  size of the dealership that owns
                                  the rooftop.

Conference Call Information

Members of our management will host a conference call today, February 24, 2021, to discuss our fourth quarter and full year 2020 results at 4:30 p.m. Eastern Time. To participate, domestic callers should dial 1-877-870-4263 and international callers should dial 1-412-317-0790. A replay of the call may be accessed the same day from 7:30 p.m. Eastern Time on Wednesday, February 24, 2021 until 11:59 p.m. Eastern Time on Wednesday, March 3, 2021 by dialing 1-877-344-7529 (domestic) or 1-412-317-0088 (international) and entering replay PIN 10151984. An archived version of the call will also be available upon completion on the Investor Relations section of our website at ir.truecar.com. We have used, and intend to continue to use, our Investor Relations website (ir.truecar.com), Twitter (@TrueCar) and Facebook (www.facebook.com/TrueCar) as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding our future revenue growth potential and opportunities and our outlook for the first quarter and full year 2021, including our expectations regarding future revenue and Adjusted EBITDA. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause our results to differ materially from those expressed or implied by such forward-looking statements, and include, among others, those risks and uncertainties described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the Securities and Exchange Commission, or SEC, and our Annual Report on Form 10-K for the year ended December 31, 2020 to be filed with the SEC. Moreover, we operate in a very competitive and rapidly-changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can management assess the impact of all factors on our 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 we may make. All forward-looking statements in this press release are based on information available to our management as of the date of this press release and, except as required by law, management assumes no obligation to update those 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, Adjusted EBITDA margin, Non-GAAP net (loss) income and Non-GAAP net (loss) income per share. We define Adjusted EBITDA as net loss adjusted to exclude interest income, interest expense, depreciation and amortization, stock-based compensation, income (loss) from equity method investment, certain restructuring costs, certain executive departure costs, certain transaction expenses, certain litigation costs, changes in the fair value of contingent consideration, goodwill impairment, other expense (income), impairment of lease right-of-use assets, and income taxes. We define Non-GAAP net (loss) income as net loss adjusted to exclude stock-based compensation, income (loss) from equity method investment, certain restructuring costs, certain executive departure costs, certain transaction expenses, certain litigation costs, changes in the fair value of contingent consideration, goodwill impairment, other expense (income), impairment of lease right-of-use assets, and related income tax impact of these adjustments. We have provided below a reconciliation of each of Adjusted EBITDA and Non-GAAP net (loss) income to net loss, the most directly comparable GAAP financial measure. Neither Adjusted EBITDA nor Non-GAAP net (loss) income should be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.

We use Adjusted EBITDA and Non-GAAP net (loss) income as operating performance measures because each is (i) an integral part of our reporting and planning processes; (ii) used by our management and board of directors to assess our operational performance, and together with operational objectives, as a measure in evaluating employee compensation and bonuses; and (iii) used by our management to make financial and strategic planning decisions regarding future operating investments. We believe that using Adjusted EBITDA and Non-GAAP net (loss) income facilitates operating performance comparisons on a period-to-period basis because these measures exclude variations primarily caused by changes in the excluded items noted above. In addition, we believe that Adjusted EBITDA, Non-GAAP net (loss) income and similar measures are widely used by investors, securities analysts, rating agencies and other parties in evaluating companies as measures of financial performance and debt service capabilities.

Our use of each of Adjusted EBITDA and Non-GAAP net (loss) income 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 (loss) income 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 (loss) income reflects
        severance charges associated with the departures of certain of our
        former executives in the second quarter of 2019;
    --  neither Adjusted EBITDA nor Non-GAAP net (loss) income reflects charges
        associated with a restructuring plan initiated and completed in the
        second quarter of 2020 and first quarter of 2019 to improve efficiency
        and reduce expenses;
    --  neither Adjusted EBITDA nor Non-GAAP net (loss) income reflects the
        legal, accounting, consulting and other third-party fees and costs that
        we incurred in connection with the evaluation and negotiation of
        potential merger and acquisition transactions;
    --  neither Adjusted EBITDA nor Non-GAAP net (loss) income reflects the
        costs to advance our claims in certain litigation or the costs to defend
        ourselves in various complaints filed against us;
    --  neither Adjusted EBITDA nor Non-GAAP net (loss) income considers the
        potentially dilutive impact of shares issued or to be issued in
        connection with stock-based compensation; and
    --  other companies, including companies in our own industry, may calculate
        Adjusted EBITDA and Non-GAAP net (loss) income differently than we do,
        limiting their usefulness as comparative measures.

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

About TrueCar

TrueCar is a leading automotive digital marketplace that enables car buyers to connect to our nationwide network of Certified Dealers. We are building the industry's most personalized and efficient car buying experience as we seek to bring more of the purchasing process online. Consumers who visit our marketplace will find a suite of vehicle discovery tools, price ratings and market context on new and used cars -- all with a clear view of what's a great deal. When they are ready, TrueCar will enable them to connect with a local Certified Dealer who shares in our belief that truth, transparency and fairness are the foundation of a great car buying experience. As part of our marketplace, TrueCar powers car-buying programs for over 250 leading brands, including AARP, Sam's Club and American Express. Nearly half of all new-car buyers engage with TrueCar powered sites, where they buy smarter and drive happier. TrueCar is headquartered in Santa Monica, California, with offices in Austin, Texas and Boston, Massachusetts.

For more information, please visit www.truecar.com, and follow us on Facebook or Twitter. TrueCar media line: +1-844-469-8442 (US toll-free) | Email: pr@truecar.com

Investor Relations Contact:
Danny Vivier
Vice President, Investor Relations and Strategic Finance
424-258-8017
dvivier@truecar.com

Public Relations & Media Contact
Shadee Malekafzali
Senior Director, Public Relations
424-258-8694
shadee@truecar.com


                                                                       
             
                TRUECAR, INC.


                                                                    
     
               CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                    
     
               (In thousands, except per share data)


                                                                        
             
                (Unaudited)




                                                                                             Three Months Ended December 31,                         Year Ended December 31,



                                                                            2020                              2019             2020                        2019

                                                                                                                                                         ---




     Revenues                                                                     $
              63,960                                 $
         84,884                             $
           278,678      $
            335,046



     Costs and operating expenses:



     Cost of revenue                                                      5,146                                         6,270                          21,549                             27,828



     Sales and marketing                                                 36,549                                        55,855                         151,915                            226,977



     Technology and development                                          10,069                                        12,215                          44,930                             56,114



     General and administrative                                          13,737                                        15,380                          49,989                             64,318



     Depreciation and amortization                                        5,226                                         5,042                          20,547                             20,665



     Goodwill impairment                                                      -                                                                       8,264




     Total costs and operating expenses                                  70,727                                        94,762                         297,194                            395,902




     Loss from operations                                               (6,767)                                      (9,878)                       (18,516)                          (60,856)



     Interest income                                                         10                                           477                             462                              2,480



     Other (expense) income                                               (252)                                                                         198



     Loss from equity method investment                                   (529)                                        (543)                        (1,989)                           (1,280)




     Loss from continuing operations before income taxes                (7,538)                                      (9,944)                       (19,845)                          (59,656)



     Provision for (benefit from) income taxes                              126                                         (241)                            (6)                           (1,321)




     Loss from continuing operations                                             $
              (7,664)                               $
         (9,703)                           $
           (19,839)    $
            (58,335)



     Income from discontinued operations, net of taxes                   95,680                                           890                          97,533                              3,445




     Net income (loss)                                                            $
              88,016                                $
         (8,813)                             $
           77,694     $
            (54,890)




     Income (loss) per share, basic and diluted



     Continuing operations                                                        $
              (0.07)                                $
         (0.09)                             $
           (0.19)      $
            (0.55)




     Discontinued operations                                                        $
              0.93                                   $
         0.01                                $
           0.92         $
            0.03






     Weighted average common shares outstanding, basic and diluted      103,029                                       106,681                         106,315                            105,805


                                                
           
                TRUECAR, INC.


                                         
              
             CONSOLIDATED BALANCE SHEETS


                                                
           
                (In thousands)


                                                 
           
                (Unaudited)




                                                               
              
                December 31,



                                                              2020                               2019






     
                Assets



     Current assets



     Cash and cash equivalents                                      $
              273,314                         $
      181,534



     Accounts receivable, net                              32,923                                        38,239



     Prepaid expenses                                       5,800                                         7,158



     Other current assets                                  12,901                                         6,033


      Current assets of discontinued
       operations                                                                                         6,777




     Total current assets                                 324,938                                       239,741


      Property and equipment, net                           21,421                                        27,781


      Operating lease right-of-use
       assets                                               29,192                                        36,064



     Goodwill                                              51,205                                        59,469



     Intangible assets, net                                 6,600                                         9,000



     Equity method investment                              19,905                                        21,894



     Other assets                                           4,800                                         3,620


      Noncurrent assets of discontinued
       operations                                                                                        24,118




     Total assets                                                   $
              458,061                         $
      421,687



                   Liabilities and Stockholders' Equity



     Current liabilities



     Accounts payable                                                $
              13,198                          $
      21,319



     Accrued employee expenses                              6,506                                         5,969


      Operating lease liabilities, current                   4,771                                         5,875


      Accrued expenses and other current
       liabilities                                          17,252                                        20,252


      Current liabilities of discontinued
       operations                                                                                           755




     Total current liabilities                             41,727                                        54,170



     Deferred tax liabilities                                  40                                           783


      Operating lease liabilities, net of
       current portion                                      31,974                                        37,127



     Other liabilities                                        388                                         2,336




     Total liabilities                                     74,129                                        94,416



                   Stockholders' Equity



     Common stock                                              10                                            11


      Additional paid-in capital                           738,290                                       759,322



     Accumulated deficit                                (354,368)                                    (432,062)



      Total stockholders' equity                           383,932                                       327,271



      Total liabilities and stockholders'
       equity                                                        $
              458,061                         $
      421,687


                                                                      
              
                TRUECAR, INC.


                                                        
         
              RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA


                                                                     
              
                (In thousands)


                                                                       
              
                (Unaudited)




                                                                              Three Months Ended December 31,                                Year Ended December 31,


                                                              2020                            2019                      2020                      2019

                                                                                                                                                ---




     Net income (loss)                                            $
              88,016                                         $
       (8,813)                           $
         77,694   $
        (54,890)



     Income from discontinued operations, net of taxes   (95,680)                                      (890)                              (97,533)                       (3,445)




     Loss from continuing operations                      (7,664)                                    (9,703)                              (19,839)                      (58,335)





     Non-GAAP adjustments:



     Interest income                                         (10)                                      (477)                                 (462)                       (2,480)



     Depreciation and amortization                          5,226                                       5,042                                 20,547                         20,665



     Stock-based compensation (1)                           5,445                                       6,202                                 23,077                         36,462



     Share of net loss of equity method investment            529                                         543                                  1,989                          1,280



     Certain litigation costs (2)                               -                                        139                                (1,939)                         1,575



     Executive departure costs (3)                              -                                        138                                                                5,089



     Restructuring charges (4)                                  -                                                                            8,346                          3,015



     Transaction costs (5)                                      -                                                                                                          1,926



     Change in fair value of contingent consideration          31                                          75                                    182                            300



     Goodwill impairment (6)                                    -                                                                            8,264



     Other expense (income)                                   252                                                                             (198)



     Impairment of right-of-use ("ROU") assets (7)          2,136                                                                             2,136



     Provision for (benefit from) income taxes                126                                       (241)                                   (6)                       (1,321)




        Adjusted EBITDA                                            $
              6,071                                           $
       1,718                            $
         42,097     $
         8,176



              (1)              The excluded amount includes stock-
                                  based compensation of $7.2 million
                                  incurred in the second quarter of
                                  2019 associated with the
                                  acceleration of certain equity
                                  awards and the extension of the
                                  exercise period for certain vested
                                  stock options related to the
                                  departures of certain executives,
                                  including our former chief
                                  executive officer.





              (2)              The excluded amounts relate to
                                  legal costs incurred in connection
                                  with complaints filed by non-
                                  TrueCar dealers against TrueCar
                                  and consumer class action
                                  lawsuits. For the year ended
                                  December 31, 2020, the excluded
                                  amount also includes a $2.0
                                  million payment received from one
                                  of our insurance carriers in
                                  settlement of a lawsuit we brought
                                  in the fourth quarter of 2017 to
                                  recover insured legal fees. We
                                  believe the exclusion of these
                                  costs and recovery is appropriate
                                  to facilitate comparisons of our
                                  core operating performance on a
                                  period-to-period basis. Based on
                                  the nature of the specific claims
                                  underlying the excluded litigation
                                  matters, once these matters are
                                  resolved, we do not believe our
                                  operations are likely to entail
                                  defending against the types of
                                  claims raised by these matters.





              (3)              The excluded amounts include $4.6
                                  million in executive severance
                                  costs, as well as related
                                  recruiting fees of $0.5 million,
                                  associated with the separation of
                                  our former chief executive officer
                                  and the termination of executive-
                                  level employees in connection with
                                  the change in chief executive
                                  officer in the second quarter of
                                  2019. We believe excluding the
                                  impact of these terminations and
                                  the associated chief executive
                                  officer recruiting fees is
                                  consistent with our use of these
                                  non-GAAP measures as we do not
                                  believe they are a useful
                                  indicator of our ongoing operating
                                  results.





              (4)              The excluded amounts represent
                                  charges associated with the
                                  restructuring plans undertaken in
                                  the second quarter of 2020 and
                                  first quarter of 2019 to improve
                                  efficiency and reduce expenses. We
                                  believe excluding the impact of
                                  these charges is consistent with
                                  our use of these non-GAAP
                                  measures as we do not believe they
                                  are a useful indicator of our
                                  ongoing operating results.





              (5)              The excluded amounts represent
                                  external legal, accounting,
                                  consulting and other third-party
                                  fees and costs we incurred in
                                  connection with the evaluation and
                                  negotiation of potential merger
                                  and acquisition transactions.
                                  These expenses are included in
                                  general and administrative
                                  expenses in our consolidated
                                  statements of operations.  We
                                  consider these fees and costs,
                                  which are associated with
                                  potential merger and acquisition
                                  transactions outside the normal
                                  course of our operations, to be
                                  unrelated to our underlying
                                  results of operations and believe
                                  that their exclusion provides
                                  investors with a more complete
                                  understanding of the factors and
                                  trends affecting our business
                                  operations.





              (6)              The excluded amount represents a
                                  non-cash impairment charge we
                                  recognized on our goodwill during
                                  the first quarter of 2020.





              (7)              The excluded amount represents an
                                  impairment charge on our ROU
                                  assets associated with certain of
                                  our existing office locations. We
                                  consider these charges to be
                                  unrelated to our underlying
                                  results of operations and believe
                                  that their exclusion is
                                  appropriate to facilitate period-
                                  to-period operating performance
                                  comparisons.


                                                                           
              
                TRUECAR, INC.


                                                            
     
              RECONCILIATION OF NET INCOME (LOSS) TO NON-GAAP NET (LOSS) INCOME


                                                                     
             (In thousands, except per share amounts)


                                                                            
              
                (Unaudited)




                                                                                  Three Months Ended December 31,                                    Year Ended December 31,


                                                                  2020                             2019                      2020                          2019

                                                                                                                                                         ---




     Net income (loss)                                                 $
              88,016                                         $
           (8,813)                           $
         77,694   $
      (54,890)



     Income from discontinued operations, net of taxes       (95,680)                                       (890)                                  (97,533)                       (3,445)




     Loss from continuing operations                          (7,664)                                     (9,703)                                  (19,839)                      (58,335)





     Non-GAAP adjustments:



     Stock-based compensation (1)                               5,445                                        6,202                                     23,077                         36,462



     Loss from equity method investment                           529                                          543                                      1,989                          1,280



     Certain litigation costs (2)                                   -                                         139                                    (1,939)                         1,575



     Executive departure costs (3)                                  -                                         138                                                                    5,089



     Restructuring charges (4)                                      -                                                                                 8,346                          3,015



     Transaction costs (5)                                          -                                                                                                               1,926



     Changes in the fair value of contingent consideration         31                                           75                                        182                            300



     Goodwill impairment (6)                                        -                                                                                 8,264



     Other expense (income)                                       252                                                                                  (198)



     Impairment of right-of-use ("ROU") assets (7)              2,136                                                                                  2,136



     Tax effect of above adjustments                          (1,845)                                                                               (1,845)




     Non-GAAP net (loss) income (8)                                   $
              (1,116)                                        $
           (2,606)                           $
         20,173    $
      (8,688)






     Non-GAAP (loss) income per share:



     Basic                                                             $
              (0.01)                                         $
           (0.02)                             $
         0.19     $
      (0.08)



     Diluted                                                           $
              (0.01)                                         $
           (0.02)                             $
         0.19     $
      (0.08)





     Weighted average common shares outstanding:



     Basic                                                    103,029                                      106,681                                    106,315                        105,805



     Diluted                                                  103,029                                      106,681                                    107,581                        105,805



              (1)              The excluded amount includes stock-
                                  based compensation of $7.2 million
                                  incurred in the second quarter of
                                  2019 associated with the
                                  acceleration of certain equity
                                  awards and the extension of the
                                  exercise period for certain vested
                                  stock options related to the
                                  departures of certain executives,
                                  including our former chief
                                  executive officer.





              (2)              The excluded amounts relate to
                                  legal costs incurred in connection
                                  with complaints filed by non-
                                  TrueCar dealers against TrueCar
                                  and consumer class action
                                  lawsuits. For the year ended
                                  December 31, 2020, the excluded
                                  amount also includes a $2.0
                                  million payment received from one
                                  of our insurance carriers in
                                  settlement of a lawsuit we brought
                                  in the fourth quarter of 2017 to
                                  recover insured legal fees. We
                                  believe the exclusion of these
                                  costs and recovery is appropriate
                                  to facilitate comparisons of our
                                  core operating performance on a
                                  period-to-period basis. Based on
                                  the nature of the specific claims
                                  underlying the excluded litigation
                                  matters, once these matters are
                                  resolved, we do not believe our
                                  operations are likely to entail
                                  defending against the types of
                                  claims raised by these matters.





              (3)              The excluded amounts include $4.6
                                  million in executive severance
                                  costs, as well as related
                                  recruiting fees of $0.5 million,
                                  associated with the separation of
                                  our former chief executive officer
                                  and the termination of executive-
                                  level employees in connection with
                                  the change in chief executive
                                  officer in the second quarter of
                                  2019. We believe excluding the
                                  impact of these terminations and
                                  the associated chief executive
                                  officer recruiting fees is
                                  consistent with our use of these
                                  non-GAAP measures as we do not
                                  believe they are a useful
                                  indicator of our ongoing operating
                                  results.





              (4)              The excluded amounts represent
                                  charges associated with the
                                  restructuring plans undertaken in
                                  the second quarter of 2020 and
                                  first quarter of 2019 to improve
                                  efficiency and reduce expenses. We
                                  believe excluding the impact of
                                  these charges is consistent with
                                  our use of these non-GAAP
                                  measures as we do not believe they
                                  are a useful indicator of our
                                  ongoing operating results.





              (5)              The excluded amounts represent
                                  external legal, accounting,
                                  consulting and other third-party
                                  fees and costs we incurred in
                                  connection with the evaluation and
                                  negotiation of potential merger
                                  and acquisition transactions.
                                  These expenses are included in
                                  general and administrative
                                  expenses in our consolidated
                                  statements of operations.  We
                                  consider these fees and costs,
                                  which are associated with
                                  potential merger and acquisition
                                  transactions outside the normal
                                  course of our operations, to be
                                  unrelated to our underlying
                                  results of operations and believe
                                  that their exclusion provides
                                  investors with a more complete
                                  understanding of the factors and
                                  trends affecting our business
                                  operations.





              (6)              The excluded amount represents a
                                  non-cash impairment charge we
                                  recognized on our goodwill during
                                  the first quarter of 2020.





              (7)              The excluded amount represents an
                                  impairment charge on our ROU
                                  assets associated with certain of
                                  our existing office locations. We
                                  consider these charges to be
                                  unrelated to our underlying
                                  results of operations and believe
                                  that their exclusion is
                                  appropriate to facilitate period-
                                  to-period operating performance
                                  comparisons.





              (8)              For the three months and year ended
                                  December 31, 2019, there was no
                                  income tax impact related to the
                                  adjustments made to calculate Non-
                                  GAAP net (loss) income because of
                                  our available net operating loss
                                  carryforwards and the full
                                  valuation allowance recorded
                                  against our net deferred tax
                                  assets for all periods shown.

View original content to download multimedia:http://www.prnewswire.com/news-releases/truecar-reports-fourth-quarter-and-full-year-2020-financial-results-301234988.html

SOURCE TrueCar, Inc.