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
(Registrants 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 Trulias key business metrics or its outlook for the fourth quarter of 2013 as reported in the Press Release.
The Companys 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 Companys 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. |
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 | | ||||||||||||
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|
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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 | ) | ||||||||||
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Loss before provision for income taxes |
(10,089 | ) | (1,689 | ) | (14,141 | ) | (9,329 | ) | ||||||||
Income tax benefit |
7,869 | | 7,529 | | ||||||||||||
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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 | | ||||||||||||
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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 | | ||||||||||||
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Adjusted EBITDA |
$ | 4,811 | $ | 301 | $ | 9,423 | $ | (3,930 | ) | |||||||
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Reconciliaton to pro forma net loss and Adjusted EBITDA, assuming a full quarter contribution from Market Leader: |
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Net loss attributable to common stockholders |
$ | (2,220 | ) | |||||||||||||
Market Leader net loss in Q313 pre-acquisition period |
(8,948 | ) | ||||||||||||||
Additional pro forma amortization |
(1,655 | ) | ||||||||||||||
Additional pro forma stock-based compensation |
(1,780 | ) | ||||||||||||||
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Pro forma net loss |
$ | (14,603 | ) | |||||||||||||
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Reconciliation to Adjusted EBITDA: |
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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 | |||||||||||||||
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|
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Adjusted EBITDA |
$ | 5,708 | ||||||||||||||
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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 | ||||||||||||
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Total stock-based compensation |
$ | 7,290 | $ | 793 | $ | 10,668 | $ | 1,809 | ||||||||
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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 | ||||||
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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 | ||||||
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TOTAL ASSETS |
$ | 455,583 | $ | 118,964 | ||||
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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 | ||||||
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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 | ||||||
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Total liabilities |
44,274 | 32,430 | ||||||
Total stockholders equity |
411,309 | 86,534 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 455,583 | $ | 118,964 | ||||
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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 | ) | ||||
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Net cash used in operating activities |
(5,759 | ) | 2,352 | |||||
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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 | ) | | |||||
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Net cash used in investing activities |
(167,092 | ) | 828 | |||||
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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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 | ||||||
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Net cash provided by financing activities |
116,251 | 91,369 | ||||||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(56,600 | ) | 94,549 | |||||
CASH AND CASH EQUIVALENTS Beginning of period |
100,017 | 7,041 | ||||||
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CASH AND CASH EQUIVALENTS End of period |
$ | 43,417 | $ | 101,590 | ||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid for interest |
$ | 544 | $ | 586 | ||||
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Cash paid for income taxes |
$ | 395 | $ | 4 | ||||
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NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Unpaid deferred IPO/follow-on public offering costs |
$ | | $ | 1,431 | ||||
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Stock-based compensation capitalized in product development costs |
$ | 407 | $ | 30 | ||||
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Conversion of preferred stock warrants to common stock warrants |
$ | | $ | 666 | ||||
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Purchase of equipment under capital leases |
$ | | $ | 119 | ||||
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Net change related to purchase of equipment in accounts payable and accrued liabilities |
$ | 136 | $ | (90 | ) | |||
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Release of valuation allowance |
$ | 7,923 | $ | | ||||
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Shares issued and assumed related to acquisition |
5,340,271 | | ||||||
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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 |