8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 5, 2014

DEALERTRACK TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51653	52-2336218
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1111 Marcus Ave., Suite M04, Lake Success, NY	11042
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 516-734-3600

Not Applicable

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 7.01 Regulation FD Disclosure	1
Item 9.01 Financial Statements and Exhibits	1

EXHIBIT INDEX

EX-99.1: EXCERPTS FROM REGISTRANT’S INVESTOR PRESENTATION

Item 7.01 Regulation FD Disclosure.

Effective February 6, 2014, Dealertrack Technologies, Inc. will begin using the materials included in Exhibit 99.1 to this report (the “Financing Disclosure”) in connection with presentations to potential investors for a proposed Term Loan B and Revolving Credit Facility debt financing prior to the anticipated closing on or about March 1, 2014 of the acquisition of Dealer Dot Com, Inc. (the “Acquisition”). The Financing Disclosure is attached as Exhibit 99.1 to this report and is incorporated herein by reference. The registrant undertakes no obligation to update this information, including any forward-looking statements, to reflect subsequently occurring events or circumstances.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Dealertrack Technologies, Inc. under the Securities Act of 1933, as amended, or the Exchange Act.

Safe Harbor for Forward-Looking Statements

Statements in this Current Report on Form 8-K regarding Dealertrack, the Acquisition, and all other statements in this Current Report on Form 8-K other than the recitation of historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These statements involve a number of risks, uncertainties and other factors that could cause actual results, performance or achievements of Dealertrack to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	EX-99.1: EXCERPTS FROM REGISTRANT’S INVESTOR PRESENTATION

-1-

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.

Date: February 5, 2014

Dealertrack Technologies, Inc.
By:	/s/ Eric D. Jacobs
	Eric D. Jacobs
	Executive Vice President, Chief Financial and Administrative Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	EX-99.1: EXCERPTS FROM REGISTRANT’S INVESTOR PRESENTATION

EX-99.1

Exhibit 99.1 - Financing Disclosure

Pro forma historical revenue ($mm)

Note: 2013E revenue based on midpoint of Dealertrack public guidance and management estimate for DDC

Pro forma historical EBITDA ($mm)

Note: 2013E EBITDA based on midpoint of Dealertrack’s Adj. EBITDA public guidance and management estimate for DDC’s EBITDA (refer to Section 13 for DDC’s EBITDA bridge).

Pro forma historical cash flows (EBITDA – capex), excluding synergies

% EBITDA 54%      61% 59%^[1]    

Note: Dealertrack 2013E figures based on midpoint of Dealertrack’s Adj. EBITDA public guidance and management estimate for DDC’s EBITDA (refer to Section 13 for DDC’s EBITDA bridge).

¹ Does not include synergies.

Dealer.com stand-alone summary financial information

Revenue ($mm)

 

% growth NA 44% 30%          

EBITDA ($mm)

% margin 22%          20% 19%   

EBITDA - Capex ($mm)

% EBITDA 29%           66%   65%

1. Dealer.com historical financial overview

Balance sheet

	December 31,
($000s)		2013Est.			2012Act.			2011Act.
Assets
Current assets
Cash and cash equivalents	$	50,803		$	46,734		$	23,455
Accounts receivable–net		29,658			20,500			12,349
Prepaid expenses and other current assets		8,294			2,855			2,055
Income tax receivable		2,087			2,072			6,427
Deferred income taxes		1,500			1,656			2,241
Total current assets	$	92,342		$	73,817		$	46,527
Property and equipment–net		42,490			37,684			35,584
Internal use software–net		7,953			5,938			5,950
Goodwill		6,948			949			850
Intangibles, net		5,499			-			-
Other assets		339			762			520
Total assets	$	155,571		$	119,150		$	89,431
Liabilities and stockholder’s equity
Current liabilities
Current portion of notes payable	$	626		$	605		$	581
Accounts payable		21,937			9,501			5,484
Accrued expenses		14,296			16,622			12,330
Deferred revenue		4,045			7,138			3,074
Other liabilities		3,793			1,024			914
Total current liabilities	$	44,697		$	34,890		$	22,383
Income tax payable		2,009			5,448			4,686
Deferred revenue–net of current portion		252			551			2,636
Notes payable–net of current portion		9,949			10,575			11,179
Deferred income taxes		2,962			1,291			3,190
Other long-term liabilities		1,599			702			-
Total liabilities	$	61,468		$	53,457		$	44,074
Stockholder’s equity
Common stock	$	15		$	14		$	14
Additional paid-in capital		42,328			31,379			18,144
Retained earnings		63,574			46,114			29,619
Treasury stock, at cost		(11,814	)		(11,814	)		(2,420	)
Total stockholder’s equity	$	94,103		$	65,693		$	45,357
Total	$	155,571		$	119,150		$	89,431

Statement of operations

	Year ended December 31,
($000s)		2013Est.			2012Act.			2011Act.
Revenue
Website services	$	131,316		$	109,164		$	86,961
Advertising and media services		107,775			73,473			40,110
Total revenue	$	239,091		$	182,637		$	127,071
Cost of revenue
Website services	$	36,976		$	28,609		$	20,166
Advertising and media services		91,458			60,816			32,499
Total cost of revenue	$	128,434		$	89,425		$	52,665
Gross profit	$	110,657		$	93,212		$	74,406
Operating expenses
Sales and marketing	$	38,317		$	29,304		$	24,771
Research and development		20,048			17,529			10,450
General and administrative		20,608			19,442			17,770
Total operating expenses	$	78,973		$	66,275		$	52,991
Income from operations	$	31,684		$	26,937		$	21,415
Other (expense) income
Interest expense–net	$	(505	)	$	(426	)	$	(391	)
Other income (expense)		(8	)		10			(2	)
Total other expense	$	(513	)	$	(416	)	$	(393	)
Income before provision for income taxes	$	31,171		$	26,521		$	21,022
Provision for income taxes		(13,711	)		(10,027	)		(9,380	)
Net income	$	17,460		$	16,494		$	11,642

EBITDA reconciliation

	Year ended December 31,
($000s)		2013Est.		2012Act.			2011Act.
Net income	$	17,460	$	16,494		$	11,642
Provision for income taxes		13,711		10,027			9,380
Interest expense–net		505		426			391
Other income (expense)		8		(10	)		2
Depreciation and amortization		10,743		8,928			6,263
EBITDA	$	42,427	$	35,865		$	27,678

Statement of cash flows

	Year ended December 31,
($000)		2013Est.			2012Act.			2011Act.
Cash flows from operating activities:
Net income	$	17,460		$	16,494		$	11,642
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	$	10,743		$	8,928		$	6,263
Loss on impairment of internal use software		130			317			-
Bad debt expense		194			(38	)		364
Amortization of debt issuance costs		41			-			-
Stock based compensation		3,929			3,241			1,683
Deferred income taxes		1,828			(1,316	)		1,454
Excess tax benefit of options exercised		(1,331	)		(2,620	)		(2,061	)
Changes in operating assets and liabilities:
Accounts receivable	$	(9,352	)	$	(8,113	)	$	(4,722	)
Prepaid expenses and other current assets		(3,867	)		(799	)		(689	)
Income taxes		(2,122	)		7,737			(3,032	)
Other assets		424			(242	)		(352	)
Accounts payable		8,487			4,806			(2,018	)
Accrued expenses		(3,684	)		4,293			4,708
Deferred revenue		(3,392	)		1,980			1,134
Other liabilities		2,916			812			186
Net cash provided by operating activities	$	22,404		$	35,480		$	14,560
Cash flows from investing activities:
Decrease in restricted cash	$	-		$	-		$	4,334
Purchase of property and equipment		(7,388	)		(7,568	)		(14,520	)
Capitalization of internal use software		(6,314	)		(4,552	)		(5,233	)
Payments for acquisitions, net of cash acquired		(7,614	)		(100	)		(850	)
Net cash used in investing activities	$	(21,316	)	$	(12,220	)	$	(16,269	)
Cash flows from financing activities:
Repurchase of common stock	$	-		$	(2,750	)	$	-
Proceeds from exercise of stock options		2,809			730			664
Tax benefit of exercised stock options		1,331			2,620			2,061
Repayment on notes payable and capital leases		(962	)		-			-
Debt issuance costs		(198	)		(580	)		(565	)
Net cash provided by financing activities	$	2,980		$	20		$	2,160
Increase in cash and cash equivalents	$	4,068		$	23,280		$	451
Cash and cash equivalents, beginning of period	$	46,735		$	23,455		$	23,004
Cash and cash equivalents, end of period	$	50,803		$	46,735		$	23,455