TrueCar Releases Third Quarter 2025 Financial Results (Form 8-K)

TrueCar Releases Third Quarter 2025 Financial Results

SANTA MONICA, Calif., Nov. 5, 2025 - TrueCar, Inc., (NASDAQ:TRUE) (the "Company," "we," "our," "us," or "TrueCar") today announced financial results for the third quarter ended September 30, 2025.

Selected Third Quarter 2025 Financial Highlights

●Total revenue of $43.2 million, down from $47.0 million in the second quarter of 2025 and down from $46.5 million in the third quarter of 2024.

●Net income of $5.0 million, or $0.06 per share, compared to a net loss of $(7.6) million, or $(0.09) per share, in the second quarter of 2025 and a net loss of $(5.8) million, or $(0.06) per share, in the third quarter of 2024.

●Adjusted EBITDA1 of $(0.4) million, down from $(0.2) million2 in the second quarter of 2025 and down from $0.2 million in the third quarter of 2024.

●Cash Flow from Operations of $12.7 million, up from $(2.8) million in the second quarter of 2025 and up from $1.8 million in the third quarter of 2024.

●Free Cash Flow3 of $11.2 million, up from $(4.8) million in the second quarter of 2025 and up from $(0.2) million in the third quarter of 2024.

●$103.2 million of cash and cash equivalents on the balance sheet as of September 30, 2025.

Selected Third Quarter 2025 Operating Metrics

●Average monthly unique visitors of 5.6 million, up from 5.5 million in the second quarter of 2025 and down from 6.9 million in the third quarter of 2024.

●Total units of 87.5 thousand, down from 89.0 thousand in the second quarter of 2025 and down from 94.6 thousand in the third quarter of 2024.

●Franchise dealer count was 8,225 as of September 30, 2025, down from 8,292 as of June 30, 2025 and down from 8,303 as of September 30, 2024.

1 Adjusted EBITDA is a non-GAAP financial measure. Refer to "Non-GAAP Financial Measures," for its definition and a reconciliation to net income (loss), the most comparable financial measure calculated and presented in accordance with GAAP.

2 In the comparable prior periods we did not adjust for transaction costs due to the confidential nature of the pending transaction. We have made that change and adjusted the prior period and year-to-date amounts presented herein to maintain comparability between the periods.

3 Free Cash Flow is a non-GAAP financial measure. Refer to "Non-GAAP Financial Measures," for its definition and a reconciliation to cash flow from operations, the most directly comparable financial measure calculated and presented in accordance with GAAP.

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●Independent dealer count was 2,794 as of September 30, 2025, down from 2,885 as of June 30, 2025 and down from 3,106 as of September 30, 2024.

Pending Acquisition

On October 15, 2025, TrueCar announced that it entered into a definitive agreement pursuant to which Fair Holdings, Inc. ("Parent") will acquire the Company in an all-cash go-private transaction at $2.55 per share (the "Transaction"). Parent is led by TrueCar founder Scott Painter and backed by an equity commitment from Alpha Auto 2, LLC (the "Investor"). The Transaction is subject to certain closing conditions, including approval by TrueCar stockholders and receipt of regulatory approvals, if necessary. For additional information, please refer to TrueCar's Current Report on Form 8-K filed on October 15, 2025, available here.

The Transaction is expected to close in the fourth quarter of 2025 or early 2026. Upon completion, TrueCar's common stock will no longer be listed on the Nasdaq Stock Exchange, and TrueCar will become a private company.

Conference Call and Supporting Documents

Given the pending Transaction, TrueCar will not host an earnings conference call this quarter and will no longer provide forward-looking guidance. In addition, TrueCar's prior guidance for any future periods should no longer be relied upon. For further information and discussion of TrueCar's financial results, please refer to the Quarterly Report on Form 10-Q for the fiscal quarter ended September, 30, 2025 that TrueCar expects to file on November 6, 2025.

Non-GAAP Financial Measures

This document includes non-GAAP financial measures we refer to as Adjusted EBITDA and Free Cash Flow.

We define Adjusted EBITDA as net income (loss) adjusted to exclude interest income, depreciation and amortization, stock-based compensation, changes in the fair value of contingent consideration liability, transaction costs, interest accretion for terminated leases, restructuring charges, impairment of right-of-use ("ROU") assets, other income and income taxes. We have provided below a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measures. Adjusted EBITDA should not be considered as an alternative to net income (loss) or any other measure of financial performance calculated and presented in accordance with GAAP. In addition, our Adjusted EBITDA measure may not be comparable to similarly titled measures of other organizations as they may not calculate Adjusted EBITDA in the same manner as we calculate these measures.

We use Adjusted EBITDA as an operating performance measure because it 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 facilitates operating performance comparisons on a period-to-period basis because it excludes variations primarily caused by changes in the excluded items noted above. In addition, we believe that Adjusted EBITDA 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.

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Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it 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 receipt of interest or the payment of income taxes;

●Adjusted EBITDA does not reflect 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;

●Adjusted EBITDA does not reflect interest accretion for the terminated office lease at 1401 Ocean Avenue, Santa Monica, California;

●Adjusted EBITDA does not reflect changes in the fair value of our contingent consideration liability;

●Adjusted EBITDA does not reflect impairment charges on our ROU assets associated with subleasing;

●Adjusted EBITDA does not reflect the restructuring charges associated with the reorganization of the Company's dealer sales and service organization or the realignment of the Company's leadership structure that began in the third quarter of 2023 and concluded in the second quarter of 2024;

●Adjusted EBITDA does not reflect severances charges associated with the departure of our former Chief Revenue Officer;

●Adjusted EBITDA does not consider the potentially dilutive impact of shares issued or to be issued in connection with stock-based compensation;

●Adjusted EBITDA does not reflect the legal, accounting, and other third-party fees and costs incurred by us in connection with the evaluation and negotiation of potential merger and acquisition transactions;

●Adjusted EBITDA does not reflect gain on legal settlements recorded within other income; and

●other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

We define Free Cash Flow as cash flow from operating activities less capital expenditures. Free Cash Flow should not be considered as an alternative to cash flow from operating activities or any other measure of liquidity calculated and presented in accordance with GAAP. In addition, our Free Cash Flow measure may not be comparable to similarly titled measures of other organizations as they may not calculate them in the same manner as we calculate this measure.

We use Free Cash Flow as a liquidity measure because it is used by management to make financial and strategic planning decisions based on cash availability after maintaining the needs of our primary business activities. We believe that using Free Cash Flow facilitates comparison of cash available for potential future investment opportunities because it excludes cash flows that are not in support of the core business operations or are from external financing.

Our use of Free Cash Flow has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

●Free Cash Flow may not reflect future contractual commitments;

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●Free Cash Flow does not reflect cash flow provided by or used in financing activities, including payments made for contingent consideration, taxes on net share settlement of equity awards, proceeds from exercise of common stock options, or repurchase of common stock;

●Free Cash Flow does not reflect cash sources or uses from investing activities that are not directly associated with capital expenditures; and

●other companies, including companies in our own industry, may calculate Free Cash Flow differently than we do, limiting its usefulness as a comparative measure.

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