8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

November 14, 2013

Trulia, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35650	20-2958261
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

116 New Montgomery Street, Suite 300

San Francisco, California 94105

(Address of principal executive offices, including zip code)

(415) 648-4358

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2):

¨ 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))

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2013, Trulia, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended September 30, 2013 (the “Press Release”). The Press Release reported GAAP net income of $7.0 million, or $0.20 per share, for the quarter ended September 30, 2013, and GAAP net income of $2.6 million, or $0.08 per share, for the nine months ended September 30, 2013.

As previously reported, during the quarter ended September 30, 2013, the Company completed its acquisition of Market Leader, Inc. (“Market Leader”). In the transaction, the Company acquired net deferred tax liabilities of Market Leader. The assumption of these net deferred tax liabilities led the Company to release a portion of its valuation allowance for deferred tax assets as of September 30, 2013, resulting in an income tax benefit that was reported in the Press Release.

Following the Press Release, the Company completed further review of the net deferred tax liabilities assumed from Market Leader. In accordance with the accounting guidance for business combinations, the Company updated the purchase price allocation attributed to these assumed deferred tax assets and liabilities, resulting in a decrease of $9.2 million to the net deferred tax liabilities assumed. As a result of the decrease to net deferred tax liabilities, the Company revised the release of its valuation allowance for deferred tax assets as of September 30, 2013, which in turn reduced the income tax benefit previously presented in the the Press Release by $9.2 million.

As a result of this non-cash purchase accounting update to the income tax benefit previously reported in the Press Release, the Company is now reporting a GAAP net loss of $2.2 million, or $0.06 per share, for the quarter ended September 30, 2013, and GAAP net loss of $6.6 million, or $0.21 per share, for the nine months ended September 30, 2013.

This update has no impact to non-GAAP Adjusted EBITDA, pre-tax GAAP operating results or the statements of cash flows for the quarter ended September 30, 2013, or the nine months ended September 30, 2013 as reported in the Press Release. This update also does not impact Trulia’s key business metrics or its outlook for the fourth quarter of 2013 as reported in the Press Release.

The Company’s unaudited condensed consolidated statements of operations, condensed balance sheets and statements of cash flows, including reconciliations between GAAP and non-GAAP financial measures and reconciliations to pro-forma net loss and Adjusted EBITDA assuming a full quarter contribution from Market Leader, are attached as Exhibit 99.1. These financial statements should be read in conjunction with the unaudited consolidated financial statements and notes set forth in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2013, when available.

The information in this Item 2.02 of Form 8-K is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Revised unaudited condensed consolidated statements of operations, condensed balance sheets and statements of cash flows of Trulia, Inc.

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.

	TRULIA, INC.
By:	/s/ Peter Flint
	Peter Flint Chief Executive Officer

Date: November 14, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Revised unaudited condensed consolidated statements of operations, condensed balance sheets and statements of cash flows of Trulia, Inc.

EX-99.1

Exhibit 99.1

TRULIA, INC.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended Sept 30,						Nine Months Ended Sept 30,
	2013			2012			2013			2012
Revenues		40,283		$	18,544			93,998		$	47,531
Costs and expenses:
Cost of revenues (exclusive of amortization of product development cost)		6,069			2,615			13,694			7,308
Technology and development		10,058			5,235			21,484			15,140
Sales and marketing		20,189			8,441			45,785			23,638
General and administrative		9,826			3,631			20,568			9,656
Acquisition related costs		4,060			—			6,065			—
Total costs and expenses		50,202			19,922			107,596			55,742
Loss from operations		(9,919	)		(1,378	)		(13,598	)		(8,211	)
Interest income		33			3			112			10
Interest expense		(203	)		(268	)		(655	)		(759	)
Change in fair value of warrant liability		—			(46	)		—			(369	)
Loss before provision for income taxes		(10,089	)		(1,689	)		(14,141	)		(9,329	)
Income tax benefit		7,869			—			7,529			—
Net loss attributable to common stockholders	$	(2,220	)	$	(1,689	)	$	(6,612	)	$	(9,329	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.06	)	$	(0.19	)	$	(0.21	)	$	(1.23	)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted		34,557,842			8,805,722			31,734,356			7,572,902
Reconciliation to adjusted net income (loss) and adjusted net income (loss) per share attributable to common stockholders, basic and diluted, adjusted for stock-based compensation and acquisition related costs:
Net loss attributable to common stockholders		(2,220	)		(1,689	)		(6,612	)		(9,329	)
Stock-based compensation (Note A)		7,290			793			10,668			1,809
Acquisition related costs		4,060			—			6,065			—
Adjusted net income (loss) per share attributable to common stockholders	$	9,130		$	(896	)	$	10,121		$	(7,520	)
Adjusted net income (loss) per share attributable to common stockholders, basic		0.26			(0.10	)		0.32			(0.99	)
Adjusted net income (loss) per share attributable to common stockholders, diluted		0.24			(0.10	)		0.30			(0.99	)
Weighted average shares used in computing net income/(loss) per share attributable to common stockholders, diluted		37,427,935			8,805,722			34,297,275			7,572,902
Reconciliation to Adjusted EBITDA:
Net loss attributable to common stockholders	$	(2,220	)	$	(1,689	)	$	(6,612	)	$	(9,329	)
Non-GAAP adjustments:
Interest income		(33	)		(3	)		(112	)		(10	)
Interest expense		203			268			655			759
Depreciation and amortization		3,380			886			6,288			2,472
Change in fair value of warrant liability		—			46			—			369
Income taxes		(7,869	)		—			(7,529	)		—
Stock-based compensation (Note A)		7,290			793			10,668			1,809
Acquisition related costs		4,060			—			6,065			—
Adjusted EBITDA	$	4,811		$	301		$	9,423		$	(3,930	)
Reconciliaton to pro forma net loss and Adjusted EBITDA, assuming a full quarter contribution from Market Leader:
Net loss attributable to common stockholders	$	(2,220	)
Market Leader net loss in Q3’13 pre-acquisition period		(8,948	)
Additional pro forma amortization		(1,655	)
Additional pro forma stock-based compensation		(1,780	)
Pro forma net loss	$	(14,603	)
Reconciliation to Adjusted EBITDA:
Non-GAAP adjustments:
Interest income		(35	)
Interest expense		203
Depreciation and amortization		2,089
Change in fair value of warrant liability		3,814
Income taxes		(7,869	)
Stock-based compensation (Note A)		11,486
Acquisition related costs		10,623
Adjusted EBITDA	$	5,708

Note (A)

Stock -based compensation was allocated as follows:

	Three Months Ended Sept 30,				Nine Months Ended Sept 30,
	2013		2012		2013		2012
Cost of revenues	$	200	$	6	$	298	$	20
Technology and development		2,039		253		3,028		629
Sales and marketing		1,526		97		2,348		276
General and administrative		3,525		437		4,994		884
Total stock-based compensation	$	7,290	$	793	$	10,668	$	1,809

TRULIA, INC.

Condensed Balance Sheets

(In thousands)

(Unaudited)

	Sept 30, 2013		December 31, 2012
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	43,417	$	100,017
Accounts receivable		13,679		6,095
Prepaid expenses and other current assets		5,853		1,413
Total current assets		62,949		107,525
Restricted cash		1,885		385
Property and equipment, net		12,524		7,069
Intangible assets, net		121,699		445
Goodwill		255,904		2,155
Other assets		622		1,385
TOTAL ASSETS	$	455,583	$	118,964
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	1,954		525
Accrued liabilities		10,061		2,916
Accrued compensation and benefits		10,001		4,500
Deferred revenue		12,089		13,296
Long-term debt, current portion		3,748		2,665
Other current liabilities		601		991
Total current liabilities		38,454		24,893
Long-term debt, net of current portion		4,269		7,094
Other long-term liabilities		1,551		443
Total liabilities		44,274		32,430
Total stockholders’ equity		411,309		86,534
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	455,583	$	118,964

TRULIA, INC.

Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,612	)	$	(9,329	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		6,288			2,472
Stock-based compensation		10,551			1,809
Provision for doubtful accounts		325			53
Change in fair value of warrant liability		—			369
Increase in stock appreciation rights liability		117			—
Release of valuation allowance		(7,923	)		—
Amortization of debt discount		105			131
Amortization of debt issue cost		21			23
Changes in operating assets and liabilities:
Accounts receivable		(6,961	)		(2,691	)
Prepaid expenses and other current assets		(1,802	)		(809	)
Other assets		—			(533	)
Accounts payable		(5,334	)		(1,061	)
Accrued liabilities		3,609			2,385
Accrued compensation and benefits		3,248			1,382
Deferred revenue		(1,207	)		8,416
Other long-term liabilities		(184	)		(265	)
Net cash used in operating activities		(5,759	)		2,352
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in restricted cash and deposits		(1,500	)		—
Decrease in restricted cash and deposits		413			—
Reclass from cash equivalents to short-term investments		—			(85	)
Maturities of short-term investments		2,999			4,300
Purchases of property and equipment		(8,191	)		(3,387	)
Acquisition, net of cash acquired of $9.7 million in 2013 and $0 in 2012		(160,813	)		—
Net cash used in investing activities		(167,092	)		828
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from follow-on offering, net of underwriting discounts		114,056			93,279
Payments of costs related to public offerings		(1,034	)		(2,401	)
Repayments on long-term debt		(1,848	)		—
Value of equity awards withheld for tax liability		(201	)		—
Repayments on capital lease liability		(167	)		(250	)
Proceeds from exercise of stock options		5,445			741
Net cash provided by financing activities		116,251			91,369
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(56,600	)		94,549
CASH AND CASH EQUIVALENTS — Beginning of period		100,017			7,041
CASH AND CASH EQUIVALENTS — End of period	$	43,417		$	101,590
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	544		$	586
Cash paid for income taxes	$	395		$	4
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unpaid deferred IPO/follow-on public offering costs	$	—		$	1,431
Stock-based compensation capitalized in product development costs	$	407		$	30
Conversion of preferred stock warrants to common stock warrants	$	—		$	666
Purchase of equipment under capital leases	$	—		$	119
Net change related to purchase of equipment in accounts payable and accrued liabilities	$	136		$	(90	)
Release of valuation allowance	$	7,923		$	—
Shares issued and assumed related to acquisition		5,340,271			—

	Three Months Ended September 30,
	2013		2012
Marketplace revenue - reclassified ($ millions)	$	24.8	$	12.7
Marketplace revenue - prior classification ($ millions)	$	22.9	$	11.9
Media revenue - reclassified ($ millions)	$	9.0	$	5.9
Media revenue - prior classification ($ millions)	$	10.9	$	6.7