TRUE TrueCar Inc

On June 14, 2023, TrueCar, Inc. (the “Company”) committed to a restructuring plan (the “Plan”) in furtherance of its efforts designed to enhance productivity and efficiency, preserve profitability and streamline its organizational structure to better align operations with its long-term commitment to providing an enhanced consumer experience.

As part of the Plan, the Company will realign its leadership structure and eliminate approximately 24% of organization’s headcount, which it expects will reduce expenses related to headcount (excluding stock-based compensation) by over $20 million on an annualized basis. The Company estimates that it will incur restructuring charges (excluding stock-based compensation) of approximately $7 million primarily in the second and third quarter of 2023 in connection with the implementation of the Plan, primarily in the form of cash expenditures for one-time employee benefits and severance payments, and expects execution of the Plan to be substantially complete by the third quarter. These estimates are subject to a number of assumptions, and actual results may differ materially. The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the implementation of the Plan. The Company intends to exclude the restructuring charges from its non-GAAP financial metrics, including Adjusted EBITDA and Non-GAAP net (loss) income.

This Item 2.05 of this Current Report on Form 8-K contains forward-looking statements, including statements regarding the expected benefits of and timing of completion of the Plan, the expected costs and charges associated therewith, and the intended benefits of such restructuring. Words such as “expects,” “estimates,” “designed,” variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to a number of factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk that the restructuring costs and charges may be greater than anticipated, the risk that the Company’s restructuring efforts may adversely affect its ability to recruit and retain skilled and motivated personnel, and may be distracting to employees and management, the risk that the restructuring efforts may negatively impact the Company’s business operations and reputation with or ability to serve customers, the risk that the restructuring efforts may not generate their intended benefits, including enhanced productivity and efficiency, profitability and better alignment of operations with its long-term commitment to providing an enhanced consumer experience to the extent or as quickly as anticipated; and other risks and uncertainties included in the reports on Forms 10-K, 10-Q and 8-K and in other filings the Company may file with the Securities and Exchange Commission from time to time. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this report represent the Company’s views as of the date of this report. The Company undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this filing.