Trulia (TRLA) 10-Q 2013 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

For the quarterly period ended June 30, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-35650

Trulia, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-2958261
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

116 New Montgomery Street, Suite 300

San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

415.648.4358

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of August 8, 2013, 32,531,367 shares of the registrant’s common stock were outstanding.

TRULIA, INC.

Quarterly Report on Form 10-Q

For the Three Months Ended June 30, 2013

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)		3
	Condensed Balance Sheets as of June 30, 2013 and December 31, 2012		3
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012		4
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012		5
	Notes to Condensed Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		29
Item 4.	Controls and Procedures		29
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		48
Item 3.	Defaults Upon Senior Securities		49
Item 4.	Mine Safety Disclosures		49
Item 5.	Other Matters		49
Item 6.	Exhibits		49
	Signatures		50

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

TRULIA, INC.

Condensed Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

	June 30,  2013			December 31, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	215,740		$	100,017
Accounts receivable, net of allowance for doubtful accounts of $99 and $142 as of June 30, 2013 and December 31, 2012, respectively		10,042			6,095
Prepaid expenses and other current assets		1,472			1,413
Total current assets		227,254			107,525
Restricted cash		385			385
Property and equipment, net		9,172			7,069
Goodwill		2,155			2,155
Other assets		1,458			1,830
TOTAL ASSETS	$	240,424		$	118,964
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	972		$	525
Accrued liabilities		5,828			2,916
Accrued compensation and benefits		7,656			4,500
Deferred revenue		14,849			13,296
Deferred rent, current portion		589			444
Capital lease liability, current portion		70			217
Long-term debt, current portion		3,694			2,665
Other current liabilities		330			330
Total current liabilities		33,988			24,893
Deferred rent, net of current portion		237			407
Capital lease liability, net of current portion		—			16
Long-term debt, net of current portion		5,222			7,094
Other long-term liabilities		20			20
Total liabilities		39,467			32,430
Commitments and contingencies (NOTE 6)
STOCKHOLDERS’ EQUITY:
Preferred stock, par value of $0.00001, 20,000,000 shares authorized as of June 30, 2013 and December 31, 2012; no shares issued or outstanding as of June 30, 2013 and December 31, 2012		—			—
Common stock, par value of $0.00001, 1,000,000,000 shares authorized as of June 30, 2013 and December 31, 2012; 32,285,610 and 27,552,818 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively		—			—
Additional paid-in capital		252,475			133,659
Accumulated deficit		(51,518	)		(47,125	)
Total stockholders’ equity		200,957			86,534
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	240,424		$	118,964

See accompanying notes to financial statements.

3

TRULIA, INC.

Condensed Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Revenue	$	29,713		$	16,825			53,715		$	28,987
Cost and operating expenses:
Cost of revenue (exclusive of amortization of product development cost)		4,443			2,488			7,624			4,693
Technology and development		6,529			5,259			11,426			9,905
Sales and marketing		13,302			9,122			25,595			15,197
General and administrative		5,570			3,054			10,742			6,025
Acquisition related costs		2,005			—			2,005			—
Total cost and operating expenses		31,849			19,923			57,392			35,820
Loss from operations		(2,136	)		(3,098	)		(3,677	)		(6,833	)
Interest income		52			4			78			7
Interest expense		(217	)		(239	)		(453	)		(491	)
Change in fair value of warrant liability		—			(107	)		—			(323	)
Loss before provision for income taxes		(2,301	)		(3,440	)		(4,052	)		(7,640	)
Provision for income taxes		(110	)		—			(341	)		—
Net loss per share attributable to common stockholders	$	(2,411	)	$	(3,440	)		(4,393	)	$	(7,640	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.07	)	$	(0.49	)		(0.14	)	$	(1.10	)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted		32,150,829			7,017,449			30,299,214			6,949,757

See accompanying notes to financial statements.

4

TRULIA, INC.

Condensed Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,393	)	$	(7,640	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		2,908			1,586
Stock-based compensation		3,378			1,016
Provision for doubtful accounts		(42	)		51
Change in fair value of warrant liability		—			323
Amortization of debt discount		72			92
Amortization of debt issue cost		14			16
Changes in operating assets and liabilities:
Accounts receivable		(3,905	)		(1,622	)
Prepaid expenses and other current assets		(59	)		(300	)
Other assets		—			(229	)
Accounts payable		484			(760	)
Accrued liabilities		2,783			1,498
Accrued compensation and benefits		3,156			1,528
Deferred rent		(25	)		(101	)
Deferred revenue		1,553			6,222
Other long-term liabilities		—			(85	)
Net cash provided by operating activities		5,924			1,595
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash and deposits		248			—
Maturities of short-term investments		—			3,400
Purchases of property and equipment		(4,576	)		(2,155	)
Net cash provided by (used in) investing activities		(4,328	)		1,245
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the follow-on public offering, net of underwriting discounts		114,056			—
Payments of costs related to public offerings		(1,034	)		(604	)
Repayments on capital lease liability		(163	)		(162	)
Repayment of long-term debt		(915	)		—
Proceeds from exercise of stock options		2,183			341
Net cash provided by (used in) financing activities		114,127			(425	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		115,723			2,415
CASH AND CASH EQUIVALENTS—Beginning of period		100,017			7,041
CASH AND CASH EQUIVALENTS—End of period		215,740			9,456
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	377		$	386
Cash paid for income taxes	$	341		$	4
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unpaid deferred IPO/follow-on public offering costs	$	—		$	1,423
Stock-based compensation capitalized in product development costs	$	233		$	18
Purchase of equipment under capital leases	$	—		$	119
Net change related to purchase of equipment in accounts payable and accrued liabilities	$	92		$	(403	)
Number of common warrants exercised in a net settlement transaction		56,054		$	—

See accompanying notes to financial statements.

5

TRULIA, INC.

Notes to Condensed Financial Statements

1. Organization and Description of Business

Trulia, Inc. (“Trulia” or the “Company”) was incorporated on June 1, 2005 in the state of Delaware as Realwide, Inc. On September 22, 2005, the Company changed its name to Trulia, Inc. Trulia’s online marketplace and mobile applications help consumers research homes and neighborhoods and help real estate professionals market themselves and their listings. The Company’s subscription products also provide real estate professionals with access to transaction-ready consumers and help them enhance their online presence.

Follow-on Public Offering

In March 2013, the Company completed its follow-on public offering in which the Company sold an aggregate of 4,025,000 shares of its common stock, which included 525,000 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares, at a public offering price of $29.75 per share. In addition, another 3,117,311 shares were sold by certain selling stockholders, which included 406,606 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares. The Company received aggregate net proceeds of $113.0 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company, from sales of its shares in the offering. The Company did not receive any of the proceeds from the sales of shares by the selling stockholders.

Proposed Acquisition Transaction

On May 7, 2013 the Company entered into a definitive agreement to acquire Market Leader, Inc. (“Market Leader”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). Market Leader is a provider of Software as a Service (SaaS)-based customer relationship management software for the real estate sector. Under the terms and conditions of the Merger Agreement, at the closing of the proposed transaction each outstanding share of Market Leader common stock will be converted into the right to receive (a) $6.00 in cash, without interest, and subject to applicable withholding tax, and (b) 0.1553 of a share of the Company’s common stock, for a total purchase consideration of $355 million. On June 11, 2013, the Company filed a Form S-4 Registration Statement with the SEC to register the shares of the Company’s common stock that will be issued to shareholders of Market Leader as consideration in the proposed acquisition in exchange for the Market Leader common stock. The SEC declared the Form S-4 Registration Statement, as amended, effective on July 15, 2013. The transaction is expected to close in the third quarter of 2013. During the six months ended June 30, 2013 the Company incurred a total of $2.0 million in expenses related to the transaction.

Certain Significant Risks and Uncertainties

The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, management of the Company believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future financial position, results of operations, or cash flows: ability to obtain additional financing; advances and trends in new technologies and industry standards; changes in certain strategic relationships or customer relationships; market acceptance of the Company’s products; development of sales channels; loss of significant customers; litigation or other claims against the Company; the hiring, training, and retention of key employees; and new product introductions by competitors.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes as of and for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 4, 2013. The condensed balance sheet as of December 31, 2012, included herein, was derived from the audited financial statements as of that date.

The unaudited condensed interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of June 30, 2013, our results of operations for the three and six months ended June 30, 2013 and 2012, and our cash flows for the six months ended June 30, 2013 and 2012. The results for the three and six month period ended June 30, 2013 are not necessarily indicative of the results to be expected for the year ended December 31, 2013, or for any other interim period, or for any other future year.

6

Use of Estimates

The preparation of the accompanying financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Significant items subject to such estimates include: revenue recognition; allowance for doubtful accounts; useful lives of property and equipment; recoverability of long-lived assets; determination of fair value of the Company’s common stock, stock options and preferred and common stock warrants; income tax uncertainties, including a valuation allowance for deferred tax assets; and contingencies. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates.

Significant Accounting Policies

There have been no changes to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on March 4, 2013.

Comprehensive Loss

During the three and six months ended June 30, 2013 and 2012, the Company did not have any other comprehensive income and, therefore, the net loss and comprehensive loss were the same for all periods presented.

Fair Value of Financial Instruments

The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable and accounts payable, approximate their fair values due to the short period of time to maturity or repayment. The carrying value of the restricted cash approximates its fair value due to the short period of time to maturity of the underlying certificates of deposit. Long-term debt is stated at the carrying value as the stated interest rate approximates market rates currently available to the Company. As of June 30, 2012 the Company was holding preferred stock warrants for which their carrying amount represented their fair value. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or the liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows:

Level I—Unadjusted quoted prices in active markets for identical assets or liabilities;

Level II—Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and

Level III—Unobservable inputs that are supported by little or no market activity, which requires the Company to develop its own assumptions.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of June 30, 2013 and December 31, 2012 the Company’s financial instruments consisted of Level I assets and liabilities. Level I assets include highly liquid money market funds that are classified as cash and cash equivalents, and certificates of deposit that are included in restricted cash. Level I liabilities consist of long-term debt. As of June 30, 2012 the Company carried a Level III liability related to the preferred stock warrants then outstanding. The fair value of the outstanding preferred stock warrants was measured upon issuance and at each subsequent period end using a Monte Carlo model until the Company’s IPO in September 2012, in connection with which this liability was remeasured to fair value in August 2012 and the remaining value was reclassified as additional paid-in capital. Inputs used to determine the estimated fair value of the warrant liability in the second quarter of 2012 included the estimated fair value of the underlying stock at the valuation date, the estimated term of the warrants, the risk-free interest rates, the expected dividends, and the expected volatility of the underlying stock.

7

3. Fair Value Measurements

As of June 30, 2013 and December 31, 2012 the Company measured and reported its cash equivalents and restricted cash at fair value on a recurring basis. The Company’s cash equivalents are invested in money market funds, the restricted cash consists of certificates of deposit. The following table sets forth the fair value of the Company’s financial assets remeasured on a recurring basis, by level within the fair value hierarchy (in thousands):

	As of June 30, 2013
	Level I		Level II		Level III		Total
Financial Assets:
Money market funds	$	6,682	$	—	$	—	$	6,682
Restricted cash		385		—		—		385
Total financial assets	$	7,067	$	—	$	—	$	7,067

	As of December 31, 2012
	Level I		Level II		Level III		Total
Financial Assets:
Money market funds	$	6,681	$	—	$	—	$	6,681
Restricted cash		385		—		—		385
Total financial assets	$	7,066	$	—	$	—	$	7,066

The Company’s cash equivalents include all credit card and debit card transactions that process within one business day. The amounts due from third party merchant processors for these transactions that are included in the cash equivalents totaled $685,000 and $135,000 as of June 30, 2013 and December 31, 2012, respectively.

As of June 30, 2012 the Company carried a preferred stock warrant liability in which the fair value was measured using a Monte Carlo model, and classified it as a Level III liability instrument. As discussed in Note 2, the underlying preferred stock warrants converted into common stock warrant in the Company’s IPO and the preferred stock warrant liability was reclassified as additional paid-in capital. The warrants were net exercised in February 2013 and were no longer outstanding as of June 30, 2013. The following table sets forth a summary of the changes in the fair value of the Company’s Level III financial liabilities for the three and six months ended June 30, 2013 and 2012 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Fair value—beginning of period	$	—	$	513	$	—	$	297
Change in fair value of Level III financial liabilities		—		107		—		323
Fair value—end of period	$	—	$	620	$	—	$	620

The Company determined the fair value of the outstanding convertible preferred stock warrants as of June 30, 2012 using the following assumptions:

	Six months Ended June 30, 2012
Estimated term (in years)		0.3
Risk-free interest rate		0.1	%
Expected volatility		58	%
Expected dividend yield		0	%

8

The gains and losses from remeasurement of Level III financial liabilities were recorded through the change in fair value of the warrant liability in the statements of operations.

4. Balance Sheet Components

Property and Equipment

Property and equipment consisted of the following (in thousands):

	As of June 30, 2013			As of December 31, 2012
Computer equipment	$	6,613		$	6,078
Capitalized product development costs		4,920			3,230
Furniture and fixtures		1,064			974
Leasehold improvements		2,542			2,314
Software		113			11
Assets not yet in service		2,869			614
Total property and equipment, gross		18,121			13,221
Less: accumulated depreciation and amortization		(8,949	)		(6,152	)
Total property and equipment, net	$	9,172		$	7,069

As of June 30, 2013 and December 31, 2012, property and equipment under capital lease, included within the computer equipment balance above, amounted to $865,000 for each period presented, with accumulated depreciation of $601,000 and $492,000, respectively. Depreciation and amortization expense for the three months ended June 30, 2013 and 2012 was $1.5 million and $789,000, respectively. Depreciation and amortization expense for the six months ended June 30, 2013 and 2012 was $2.9 million and $1.6 million, respectively.

The Company capitalized costs associated with product development of $1.5 million and $473,000 during the three months ended June 30, 2013 and 2012, respectively; and $3.1 million and $788,000 during the six months ended June 30, 2013 and 2012, respectively. Amortization expense for product development costs included in the technology and development expenses during the three months ended June 30, 2013 and 2012 was $397,000 and $207,000, respectively. Amortization expense for product development costs included in the technology and development expense during the six months ended June 30, 2013 and 2012 was $596,000 and $481,000, respectively.

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

	As of June 30, 2013		As of December 31, 2012
Legal and professional fees	$	1,922	$	767
Marketing expenses		1,073		304
Interest		67		102
Sales taxes		1,107		446
Payroll taxes		153		234
Other		1,506		1,063
Total accrued liabilities	$	5,828	$	2,916

9

Accrued Compensation and Benefits

Accrued compensation and benefits consisted of the following (in thousands):

	As of June 30, 2013		As of December 31, 2012
Bonus	$	2,025	$	349
Payroll and related expenses		3,362		1,978
Commissions		1,286		1,282
Vacation		983		891
Total accrued compensation and benefits	$	7,656	$	4,500

5. Debt

In September 2011, the Company entered into a $20.0 million loan and security agreement which provided for a secured term loan facility (“Credit Facility”), issuable in tranches, with a financial institution. Under the Credit Facility, the two tranches of $5.0 million each were drawn down in full in September 2011, the first of which was used to pay down the Company’s debt from its previous credit facility. On December 31, 2012, the drawdown period for the remaining $10.0 million expired. As of June 30, 2013 there was no unused credit amounts under this Credit Facility.

The Credit Facility carries an interest rate equal to the greater of the prime rate plus 2.75%, or 6%, for the first tranche, and a rate equal to the greater of the prime rate plus 5.5%, or 8.75%, for the second tranche. The loan facility was subject to interest-only payments through March 2013, and is then repayable in 30 equal monthly installments of principal and interest, and has a maturity date of September 2015.

The Company was in compliance with all covenants under its loan facility agreement as of June 30, 2013 and December 31, 2012.

6. Commitments and Contingencies

Operating Leases

The Company leases its corporate offices under noncancelable operating leases. Rent expense from the facility leases is recognized on a straight-line basis over the lease term. The rent expense was $620,000 and $353,000 for the three months ended June 30, 2013 and 2012, respectively. The rent expense was $1.3 million and $599,000 for the six months ended June 30, 2013 and 2012, respectively.

As of June 30, 2013, the Company’s minimum payments under the noncancelable operating leases were as follows (in thousands):

Year Ending December 31:	Operating Lease
2013 (remaining six months)	$	1,511
2014		2,460
2015		1,240
Total minimum lease payments	$	5,211

Capital Leases

The Company entered into various capital lease agreements for certain hardware and equipment for use by the Company and its employees. The lease terms range from 24 to 36 months.

The following is a schedule of future minimum lease payments, including interest, due under the capital lease obligations as of June 30, 2013 (in thousands):

Year Ending December 31:	Capital Lease
2013 (remaining six months)	$	56
2014		16
Total minimum lease payments		72
Less: amount representing interest		(2	)
Present value of minimum lease payments		70
Less: current portion		70
Capital lease liability, net of current portion	$	—

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Contingencies

Merger Litigation

Following the announcement that the Company entered into an Agreement and Plan of Merger to acquire Market Leader, three purported class action law suits brought on behalf of all Market Leader shareholders were filed in King County Superior Court: Bruce Lynn v. Market Leader, et al., No. 13-2-20796-6, filed May 23, 2013; Arjun Reddy v. Morris, et al., No. 13-2-21115-7, filed May 29, 2013; and Jamason v. Market Leader, et al., No. 13-2-21190-4, filed May 29, 2013.

On July 8, 2013, the King County Superior Court ordered the consolidation of the three actions under the caption In re Market Leader Inc. Shareholders’ Litigation, No. 13-2-20796-6 SEA (the “Merger Litigation”), and appointed Arjun Reddy as Lead Plaintiff and Faruqi & Faruqi LLP as Lead Counsel.

On July 15, 2013, Lead Plaintiff Reddy filed the Consolidated Class Action Complaint (“Consolidated Complaint”), which superseded the complaints filed in the three separate lawsuits. The Consolidated Complaint alleges that Market Leader’s board of directors breached its fiduciary duties by failing to maximize shareholder value or to engage in a fair sale process before approving the proposed acquisition of Market Leader by the Company. The Consolidated Complaint also alleges that the defendants, including the Company and Mariner Acquisition Corp., a wholly owned subsidiary of the Company, failed to provide Market Leader shareholders with material information regarding the merger in the proxy statement and related public filings. The Consolidated Complaint further alleges that Market Leader, the Company and Mariner Acquisition Corp. aided and abetted the Market Leader directors’ breaches of fiduciary duty. The Consolidated Complaint seeks an injunction prohibiting the consummation of the merger, rescission to the extent the merger terms have already been implemented, damages for the alleged breaches of fiduciary duty, and payment of plaintiffs’ attorneys’ fees and costs.

On August 5, 2013, the defendants and Lead Plaintiff entered into a memorandum of understanding to settle the Merger Litigation and resolve all allegations by Lead Plaintiff against Market Leader and the other defendants. The settlement, which is subject to confirmatory discovery and court approval, provides for the release of all claims against the defendants relating to the merger, including those alleged in the Consolidated Complaint.

Lead Plaintiff and Lead Counsel intend to apply to the court for an award of fees and reimbursement of costs incurred in connection with the Merger Litigation. Market Leader has reserved the right to oppose the application for an award of fees and reimbursement of costs.

Zillow Litigation

In September 2012, Zillow, Inc. (“Zillow”) filed a lawsuit against the Company alleging patent infringement. Zillow is seeking a permanent injunction against the alleged infringement, compensatory damages, and attorneys’ fees. The Company believes it has meritorious defenses and intends to vigorously defend the claims against the Company. This litigation is still in its early stages and the final outcome, including any estimated liability, if any, with respect to these claims, is uncertain. The Company did not accrue any amounts related to this litigation because a reasonably possible range of loss, if any, that may result from this matter could not be estimated as of June 30, 2013 and December 31, 2012.

From time to time, we are subject to legal proceedings and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights.

Although the results of litigation and claims cannot be predicted with certainty, the Company believes the final outcome of the matters discussed above will not have a material and adverse effect on the Company’s business, financial position, results of operations, or cash flows. The Company will, however, accrue for losses for any known contingent liabilities when future payment is probable and the amount is reasonably estimable.

Indemnifications

In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not

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limited to, losses arising out of the breach of such agreements and out of intellectual property infringement claims made by third parties. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has indemnification agreements with certain of its directors and executive officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations may vary. No such obligations existed as of June 30, 2013 and December 31, 2012.

7. Stockholders’ Equity

Common Stock

As of June 30, 2013 and December 31, 2012, the Company had reserved shares of common stock for issuance as follows:

	As of June 30, 2013		As of December 31, 2012
Stock options and awards issued and outstanding		3,847,300		3,608,326
Stock options and awards available for grant under 2012 Plan		3,093,170		2,127,279
Common stock warrants		—		56,054
Total		6,940,470		5,791,659

The common stock warrants were net exercised in February 2013 at an exercise price of $8.47 per share for an aggregate of 39,025 shares of common stock issued in the transaction.

Preferred Stock

As of June 30, 2013 and December 31, 2012 no shares of preferred stock were issued or outstanding.

8. Stock-Based Compensation

2005 Stock Plan

The Company granted options under its 2005 Stock Incentive Plan (the “2005 Plan”) until September 2012 when the 2005 Plan was terminated. Since the date of the plan termination, no more stock options or awards were issued under the plan, however the stock options issued prior to the plan termination continue to be outstanding. Under the terms of the 2005 Plan, the Company had the ability to grant incentive (“ISO”) and nonstatutory (“NSO”) stock options, restricted stock awards (“RSA”) and restricted stock units (“RSU”). The options were granted at a price per share not less than 100% of the fair market value per share at the grant date. Options granted under the 2005 Plan generally vest at a rate of 25% after the first year and then at 1/36 of the remaining shares each month thereafter and expire 10 years from the grant date. Certain options vest monthly over two to four years.

2012 Equity Incentive Plan

Effective September 19, 2012, the Company’s board of directors adopted, and the Company’s stockholders approved, a 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the grant of ISOs, NSOs, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares to employees, directors, and consultants of the Company. Upon adoption of the 2012 Plan, a total of 2,370,000 shares of common stock were reserved for issuance plus up to 1,000,000 shares from the expiration or termination of awards under the 2005 Plan. The shares available are increased at the beginning of each fiscal year by the lesser of (i) 2,100,000 shares, (ii) 4% of outstanding common stock on the last day of the immediately preceding fiscal year, or (iii) such number determined by the Company’s board of directors. On January 1, 2013 the shares available for grant under the 2012 Plan were automatically increased by 1,102,112 shares. On June 5, 2013, the stockholders approved a 2,000,000 share increase to the 2012 Plan. Under the 2012 Plan, both the ISOs and NSOs are granted at a price per share not less than 100% of the fair market value per share of the underlying stock at the grant date. The board of directors determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date or such shorter term as may be determined by the board of directors. The restricted stock units are granted for zero purchase price.

Total shares of common stock available for grant under 2012 Plan were 3,093,170 and 2,127,279 as of June 30, 2013 and December 31, 2012, respectively.

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Stock Options Activity

The stock options activity under the 2005 Plan and 2012 Plan during the six months ended June 30, 2013 was as follows:

	Stock Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
								(In thousands)
Balance—December 31, 2012		3,570,566		$	6.45		7.56	$	35,415
Granted		416,211			27.75
Canceled		(114,173	)		11.54
Exercised		(668,502	)		3.27
Balance—June 30, 2013		3,204,102		$	9.69		7.80	$	68,666
Options exercisable—June 30, 2013		1,462,120		$	4.85		6.65	$	38,361
Options vested and expected to vest—June 30, 2013		3,061,676		$	9.41		7.75	$	66,484

The options exercisable as of June 30, 2013 included options that were exercisable prior to vesting. The weighted average grant date fair value of options granted during the three months ended June 30, 2013 and 2012 was $15.63 and $6.00, respectively. The weighted average grant date fair value of options granted during the six months ended June 30, 2013 and 2012 was $13.03 and $4.80, respectively.

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was $5.5 million and $140,000, for the three months ended June 30, 2013 and 2012, respectively. The aggregate intrinsic value of options exercised was $16.9 million and $1.4 million, for the six months ended June 30, 2013 and 2012, respectively.

The total estimated grant date fair value of employee options vested during the three months ended June 30, 2013 and 2012 was $1.1 million and $315,000, respectively. The total estimated grant date fair value of employee options vested during the six months ended June 30, 2013 and 2012 was $1.9 million and $909,000, respectively.

As of June 30, 2013 total unrecognized compensation cost related to non-vested stock options granted to employees was $9.5 million, net of estimated forfeitures of $1.1 million. These costs will be amortized on a straight-line basis over a weighted average vesting period of 2.64 years.

Restricted Stock Units Activity

	RSUs Outstanding			Weighted Average Grant Date fair Value		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
								(in thousands)
Unvested—December 31, 2012		37,760		$	16.41		2.16	$	613
Granted		643,518			27.77
Canceled		(37,995	)
Released		(85	)
Unvested—June 30, 2013		643,198		$	27.24		1.78	$	19,997
Restricted stock units releasable—June 30, 2013		—			—		—		—
Restricted stock units expected to vest—June 30, 2013		572,880					1.70	$	17,811

As of June 30, 2013, total unrecognized compensation cost related to the unvested RSUs granted to employees was $14.0 million, net of estimated forfeitures of $1.9 million. This cost will be amortized on a straight-line basis over a weighted average vesting period of 3.54 years. No RSUs were granted during the three months ended June 30, 2012.

In addition to the RSUs in the preceding table, in the three months ended June 30, 2013 the Company granted 1,295,000 stock unit awards, of which 1,171,250 are performance based awards and 123,750 are time based awards. The performance based awards are contingent upon closing of the proposed acquisition of Market Leader referred to in Note 1 above, achievement of certain

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performance metrics, including comparative market-based returns, and the employees continued service relationship with the Company. The time based awards are contingent upon closing of the proposed acquisition of Market Leader referred to in Note 1 above and the employees continued service relationship with the Company. The Company estimated the fair value of the performance based awards with market-based conditions using a Monte Carlo simulation model. No expense is recorded until the contingency is resolved. Total unrecognized compensation cost related to all performance and time based awards granted in the three months ended June 30, 2013, was $26.9 million that will be amortized over a weighted average period of 2.31 years.

Summary of Assumptions

The fair value of each employee stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Expected term (in years)		5.5			5.5			5.5			5.5
Expected volatility		52	%		53	%		52	%		53	%
Risk-free interest rate		0.8	%		0.8	%		0.9	%		1.0	%
Dividend rate		0	%		0	%		0	%		0	%

The fair value of each performance based award with market based condition was estimated using a Monte Carlo simulation model with the following weighted average assumptions:

	Three months Ended June  30, 2013
Estimated term (in years)		2.9
Risk-free interest rate		0.5	%
Expected volatility		53	%
Expected dividend yield		0	%

Stock-Based Compensation Expense

The Company recorded compensation expense for the stock-based awards granted to employees as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Cost of revenue	$	57	$	9	$	98	$	14
Technology and development		578		184		989		376
Sales and marketing		485		124		822		179
General and administrative		866		234		1,469		447
Total stock-based compensation expense	$	1,986	$	551	$	3,378		1,016

The Company capitalized stock-based compensation of $120,000 and $10,000 in product development costs during the three months ended June 30, 2013 and 2012, respectively; and $233,000 and $18,000 during the six months ended June 30, 2013 and 2012, respectively.

9. Net Loss per Share Attributable to Common Stockholders

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders during the three and six months ended June 30, 2013 and 2012 (in thousands, except share and per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net loss attributable to common stockholders	$	(2,411	)	$	(3,440	)	$	(4,393	)	$	(7,640	)
Shares used in computing net loss per share attributable to common stockholders, basic and diluted		32,150,829			7,017,449			30,299,214			6,949,757
Net loss per share attributable to common stockholders, basic and diluted	$	(0.07	)	$	(0.49	)	$	(0.14	)	$	(1.10	)

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The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:

	Three and Six Months Ended June 30,
	2013		2012
Convertible preferred stock		—		14,161,444
Stock options to purchase common stock		3,204,102		3,429,470
Restricted stock units		643,198		—
Heldback shares in connection with Movity acquisition		30,524		30,524
Preferred stock warrants		—		56,054
Common stock warrants		—		44,646

10. Income Taxes

The Company accounts for income taxes in accordance with authoritative guidance, which requires use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

11. Employee Benefit Plan

The Company has a defined contribution 401(k) retirement plan covering all employees who have met certain eligibility requirements. Eligible employees may contribute pretax compensation up to the maximum amount allowable under Internal Revenue Service limitations. Employee contributions and earnings thereon vest immediately. The Company matches up to 4% of the employee’s contributions. The Company’s expense related to its benefit plan during the three months ended June 30, 2013 and 2012 was $267,000 and $164,000, respectively. The Company’s expense related to its benefit plan during the six months ended June 30, 2013 and 2012 was $531,000 and $321,000, respectively.

* * * * * *

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. Our actual results could differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q.

Overview

Trulia is redefining the home search experience for consumers and changing the way that real estate professionals build their businesses. Our marketplace, delivered through the web and mobile applications, gives consumers powerful tools to research homes and neighborhoods and enables real estate professionals to efficiently market their listings and attract new clients. We believe we deliver the best home search experience by combining our superior user interface with our comprehensive database of real estate properties, local insights, and user-generated content. We offer products that provide real estate professionals with access to transaction-ready consumers and help them enhance their online presence.

Key elements of our marketplace are extensive consumer reach, an engaged base of real estate professionals and a comprehensive database of real estate information and local insights. In the three months ended June 30, 2013, we had more than 34.9 million monthly unique visitors, and as of June 30, 2013, we had more than 401,000 active real estate professionals, 32,123 of which were paying subscribers in our marketplace. Our large, continually refreshed, and searchable database contains more than 112 million properties, including 4.2 million homes for sale and rent. We supplement listings data with local information on schools, crime, commute time, neighborhood amenities, rental prices and historical earthquake and flood data to provide unique insights into each community. In addition, we harness rich, insightful user-generated content from our active community of contributors, including consumers, local enthusiasts, and real estate professionals. With more than 9 million unique user contributions, we believe we have the largest collection of user-generated content on homes, neighborhoods, and real estate professionals. We deliver this information on mobile devices through our iPhone, iPad, Android Phone, Android tablet, Kindle, Blackberry, and Windows 8 applications and also provide tailored mobile experiences, such as GPS-based search.

We offer our products free to consumers. We deliver the “inside scoop” on homes, neighborhoods, and real estate professionals in an intuitive and engaging way, helping consumers make more informed housing decisions. For real estate professionals, we offer a suite of free and subscription products to promote themselves and their listings online, and to connect with consumers searching for homes. Our free products attract users to our marketplace and the quality of our products drives the growth of our audience and promotes deep engagement by our users. We believe this leads real estate professionals to convert to paying subscribers and brand advertisers to purchase our advertising products.

We generate revenue primarily from sales of subscription marketing products that we offer to real estate professionals. OurTrulia Pro product allows real estate professionals to receive prominent placement of their listings in our search results. With ourTrulia Local Ads andTrulia Mobile Ads products, real estate professionals can purchase local advertising on our website and mobile applications, respectively, by locale and by share of a given market. We also generate revenue from display advertising we sell to leading real estate advertisers and consumer brands seeking to reach our attractive audience. Pricing for our display advertisements is based on advertisement size and position on our web page, and fees are based on a per-impression or on a per-click basis.

To date, we have focused our efforts and investments on developing and delivering superior products and user experiences, attracting consumers and real estate professionals to our marketplace, and growing our revenue. We have invested heavily to build our robust data and analytics platform, and continue to spend significantly on technology and engineering.

We believe that the growth of our business and our future success are dependent upon many factors including our ability to increase our audience size and user engagement, grow the number of subscribers in our marketplace, increase the value of our advertising products, and successfully invest in our growth. While each of these areas presents significant opportunities for us, they also pose important challenges that we must successfully address in order to sustain the growth of our business and improve our operating results.

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Follow-on Public Offering

In March 2013, we completed our follow-on public offering in which we sold an aggregate of 4,025,000 shares of its common stock, which included 525,000 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares, at a public offering price of $29.75 per share. In addition, another 3,117,311 shares were sold by certain selling stockholders, which includes 406,606 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares. We received aggregate net proceeds of $113.0 million, after deducting underwriting discounts and commissions and offering expenses payable us, from sales of our shares in the offering. We did not receive any of the proceeds from the sales of shares by the selling stockholders.

Proposed Acquisition Transaction

On May 7, 2013, we entered into an Agreement and Plan of Merger, or the Merger Agreement, with Market Leader, Inc., or Market Leader, and Mariner Acquisition Corp., our wholly owned subsidiary. Pursuant to the terms, and subject to the conditions, of the Merger Agreement, at the closing of the proposed transactions contemplated by the Merger Agreement, Mariner Acquisition Corp. will be merged with and into Market Leader, and Market Leader will continue as the surviving corporation of the merger and as our wholly owned subsidiary. At the effective time of the merger, each outstanding share of Market Leader common stock (other than shares with respect to which dissenter’s rights are properly exercised or shares owned by us, any of our subsidiaries or Market Leader) will be converted into the right to receive (i) 0.1553 of a share of our common stock, plus (ii) $6.00 in cash, without interest, and in each case subject to applicable withholding tax. In connection with the merger, Market Leader stock options, stock appreciation rights and restricted stock units will be assumed and converted into corresponding equity awards to purchase or acquire shares of our common stock.

The consummation of the merger is subject to customary closing conditions, including, among others, (i) obtaining the approval of the shareholders holding a majority of the outstanding shares of Market Leader common stock, (ii) the effectiveness under the Securities Act of 1933, as amended, of the Registration Statement on Form S-4 relating to the issuance of the shares of our common stock in the merger, (iii) approval of the listing on the New York Stock Exchange of the shares of our common stock to be issued in the merger, and (iv) absence of any law, regulation or order that has the effect of making the merger illegal or otherwise preventing the consummation of the merger.

The Merger Agreement contains certain termination rights for both us and Market Leader, including for the failure to consummate the merger by October 31, 2013, the enactment, promulgation or issuance of any law, regulation or judicial order prohibiting consummation of the merger, failure of Market Leader’s shareholders to approve the Merger Agreement, or breaches of representations, warranties or covenants by a party that result in the failure of certain conditions to closing being satisfied. In addition, we have the right to terminate the Merger Agreement in the event that the Market Leader Board of Directors changes its recommendation in favor of the Merger Agreement, Market Leader breaches its non-solicitation and related covenants, and under certain similar circumstances. The Merger Agreement provides that in connection with the termination of the Merger Agreement under certain specified circumstances, Market Leader would be required to pay us a termination fee of $15.0 million. In addition, under certain specified circumstances Market Leader would be required to reimburse our transaction expenses (subject to a cap of $1.0 million).

Key Business Metrics

To analyze our business performance, determine financial forecasts, and help develop long-term strategic plans, we review the following key business metrics:

• Monthly Unique Visitors. We count a unique visitor the first time a computer or mobile device with a unique IP address accesses our website or our mobile applications during a calendar month. If an individual accesses our website or mobile applications using different IP addresses within a given month, the first access by each such IP address is counted as a separate unique visitor. Our number of monthly unique visitors includes mobile monthly unique visitors. We calculate our monthly unique visitors based on the monthly average over the applicable period. We view monthly unique visitors as a key indicator of the growth in our business and audience reach, the quality of our products, and the strength of our brand awareness. In the three months ended June 30, 2013, the number of monthly unique visitors increased to 34.9 million from 23.5 million in the three months ended June 30, 2012, a 49% increase. We attribute the growth in our monthly unique visitors principally to our increasing brand awareness, the popularity of our mobile products and the overall industry trend of more consumers using the web and mobile applications to research housing decisions.

• Mobile Monthly Unique Visitors. We count a unique mobile visitor the first time a mobile device with a unique IP address accesses our website or our mobile applications during a calendar month. We calculate our mobile monthly unique visitors based on the monthly average over the applicable period. These mobile monthly unique visitors are included in the

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monthly unique visitors metric. We view mobile monthly unique visitors as a key indicator of the growth in our business and audience reach, and believe that having more unique visitors using our mobile applications will drive faster growth in our revenue. We plan to expand our mobile products to support our rapidly growing mobile user base. In the first quarter of 2013 we reclassified our mobile visitor data for the current and all historical quarters to include visitors towww.trulia.com on tablets or other mobile devices. Previously, these visitors were classified as web-based visitors. There is no change to overall visitor traffic as a result of this reclassification. In the three months ended June 30, 2013, the number of mobile monthly unique visitors, as restated, increased to 13.0 million from 6.5 million in the three months ended June 30, 2012, a 100% increase. We attribute this growth to the overall adoption of smartphones and the growth of mobile applications and mobile web use by consumers. We also attribute the growth in our mobile monthly unique visitors to our increased efforts in developing a mobile website and mobile applications. Due to the significant growth rate of usage of our mobile products and solutions, our mobile monthly unique visitors has grown as a percentage of our monthly unique visitors over recent periods and we expect this trend to continue.

• New Contributions to User-Generated Content. We define user-generated content as any content contributed by a user through our website or mobile applications, such as Q&A discussions, blogs, blog comments, user votes, recommendations, and neighborhood ratings and reviews. We view the changes in the volume of new contributions to user-generated content as a key indicator of our user engagement and the strength of our community. In the three months ended June 30, 2013, new contributions to user-generated content increased by 1.1 million contributions, and we now have over 9 million cumulative contributions on our marketplace. We expect new contributions to user-generated content to continue to grow as our monthly unique visitors and total subscribers grow and as we introduce new features to our marketplace. While the absolute number of new contributions to user-generated content may continue to grow period-over-period, the rate of growth has slowed and we expect that the rate of growth may continue to slow as the aggregate size of our user-generated content increases. We believe the slowing growth rate of new contributions to user-generated content is a function of the large historical number of new contributions to user-generated content on our marketplace, which makes achievement of increasing rates of growth more challenging. We continue to focus on promoting new contributions to user-generated content to increase the engagement of our users with our marketplace.

• Total Subscribers. We define a subscriber as a real estate professional with a paid subscription at the end of a period. Total subscribers has been, and we expect will continue to be, a key driver of revenue growth. It is also an indicator of our market penetration, the value of our products, and the attractiveness of our consumer audience to real estate professionals. As of June 30, 2013, we had 32,123 total subscribers, a 49% increase from 21,544 total subscribers as of June 30, 2012. We attribute this growth to our increasing sales and marketing efforts, principally from the launch and growth of our inside sales team, as well as growth in monthly unique visitors. Although our total subscribers are growing period-over-period and we expect total subscribers to continue to grow, the rate of growth may slow as we increase efforts to sell more products to existing subscribers. In addition, subscribers often purchase subscriptions for limited periods as a result of seasonality, as part of their advertising campaigns, and other factors.

• Average Monthly Revenue per Subscriber. We calculate our average monthly revenue per subscriber by dividing the revenue generated from subscriptions in a period by the average number of subscribers in the period, divided again by the number of months in the period. Our average number of subscribers is calculated by taking the average of the beginning and ending number of subscribers for the period. Our average monthly revenue per subscriber is a key indicator of our ability to monetize our marketplace, and we monitor changes in this metric to measure the effectiveness of our marketplace monetization strategy. In the three months ended June 30, 2013, our average monthly revenue per subscriber increased to $194 from $148 in the three months ended June 30, 2012, a 31% increase. We have been able to increase our average monthly revenue per subscriber by launching new products to sell to existing customers, redesigning existing products to expand inventory in high demand zip codes, raising prices in certain geographic markets, and selling to existing subscribers the additional advertising inventory created by traffic growth to our marketplace. In addition, in geographic markets that show strong demand for our subscription products—those where inventory is sold out and wait lists to purchase our products exist—average monthly revenue per subscriber is higher than in markets with less demand for our products. While the average monthly revenue per subscriber has increased and may continue to increase in absolute dollars period-over-period, the rate of increase has slowed and we expect that the rate of increase may continue to slow as the average monthly revenue per subscriber increases. We believe that the slowing growth rate of our average monthly revenue per subscriber is the result of our larger subscriber base and the resulting challenge associated with achieving higher growth rates. Despite this slowing growth rate, we believe we have significant opportunities to continue to increase average monthly revenue per subscriber by further penetrating markets and by offering new products to existing subscribers.

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Our key business metrics are as follows:

	Three Months Ended June 30,
	2013		2012
Monthly unique visitors (in thousands)		34,907		23,474
Mobile monthly unique visitors (in thousands)		13,047		6,512
New contributions to user-generated content (in thousands)		1,108		768
Total subscribers (at period end)		32,123		21,544
Average monthly revenue per subscriber ($)		194		148

Components of Statements of Operations

Revenue

Our revenue is comprised of marketplace revenue and media revenue.

Marketplace Revenue.Marketplace revenue primarily consists of our fixed-fee subscription products. We currently provide two sets of products to real estate professionals on a subscription basis. The first set of products, which includeTrulia Local Ads andTrulia Mobile Ads, enables real estate professionals to promote themselves on our search results pages and property details pages for a local market area. Real estate professionals purchase subscriptions to these products based upon their specified market share for a city or zip code, at a fixed monthly price, for periods ranging from one month to one year, with pricing depending on the location and the percentage of market share purchased. We priceTrulia Local Ads andTrulia Mobile Ads subscriptions similarly based on geography, the share of a market, and demand. Our second set of products allows real estate professionals to receive prominent placement of their listings in our search results. Real estate professionals sign up for new subscriptions to this service at a fixed monthly price for periods that generally range from three months to 12 months. We recognize our subscription revenue ratably over the term of the subscription.

Media Revenue. We derive media revenue from sales of display advertisements to real estate advertisers, such as home improvement companies and mortgage lenders. We also derive media revenue from sales of display advertisements to leading consumer brands, such as home furnishings, cable, and automotive companies. Our media products enable our customers to display advertisements to promote their brand on our website and mobile website,m.trulia.com. Pricing is primarily based on advertisement size and position on our web page, and fees are generally billed monthly, based on a per impressions or a per click basis. Impressions are the number of times an advertisement is loaded on our web page, and prices are measured on a cost per thousand, or CPM, basis. Clicks are the number of times users click on an advertisement, and prices are measured on a cost per click, or CPC, basis. CPC is based on the number of times a user clicks an advertisement. This media revenue is recognized in the periods the clicks or impressions are delivered. Our media revenue is generated primarily through advertisements placed on our website and our partners’ websites, although we do generate some media revenue from display advertising on our mobile website and our mobile applications. As our mobile web pages offer less space on which to display advertising, a shift in user traffic from our website to mobile products could decrease our advertising inventory and negatively affect our media revenue. We do not believe that we have experienced a shift in user traffic from our website to our mobile applications, as our monthly unique visitors and mobile monthly unique visitors each continued to grow at a rapid pace.

Cost and Operating Expenses

Cost of Revenue. Cost of revenue consists primarily of expenses related to operating our website and mobile applications, including those associated with the operation of our data center, hosting fees, customer service related headcount expenses including salaries, bonuses, benefits and stock-based compensation expense, licensed content, credit card processing fees, third-party contractor fees, and allocated overhead.

Technology and Development. Technology and development expenses consist primarily of headcount related expenses including salaries, bonuses, benefits and stock-based compensation expense, third-party contractor fees, and allocated overhead primarily associated with developing new technologies. Technology and development also includes amortization expenses related to capitalized costs from internal and external development activities for our marketplace. We expect our technology and development expenses to increase in absolute dollars as we continue to invest in the development of our products.

Sales and Marketing.Sales and marketing expenses consist primarily of headcount-related expenses including salaries, bonuses, commissions, benefits and stock-based compensation expense for sales, customer service, marketing, and public relations employees and third-party contractor fees. Sales and marketing expenses also include other sales expenses related to promotional and marketing activities, and allocated overhead. We expect sales and marketing expenses to increase in absolute dollars as we hire additional employees to expand our sales force and to support our direct marketing initiatives.

General and Administrative. General and administrative expenses consist primarily of headcount related expenses including salaries, bonuses, and benefits and stock-based compensation expense for executive, finance, accounting, legal, human resources, recruiting, and administrative support personnel. General and administrative expenses also include legal, accounting, and other third-party professional service fees, bad debt, and allocated overhead costs.

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Interest Income

Interest income consists primarily of interest earned on our cash and cash equivalent and short-term investment balances.

Interest Expense

Interest expense consists primarily of interest on our outstanding long-term debt and capital lease obligations. See Note 5 of our unaudited financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about our long-term debt and Note 6 for more information about our capital lease obligations.

Change in Fair Value of Warrant Liability

Change in fair value of the warrant liability includes charges from the remeasurement of our preferred stock warrant liability on a mark-to-market basis as of each period end. These preferred stock warrants became warrants to purchase common stock upon the completion of our IPO, at which time the warrant liability was remeasured to fair value and the remaining liability was reclassified as additional paid-in capital. See Notes 2 and 3 of the unaudited financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about our preferred stock warrants.

Provision for Income Taxes

Our provision for income taxes has not been historically significant to our business as we have incurred losses to date.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable. In many instances, we could have reasonably used different accounting estimates, and in other instances changes in the accounting estimates are reasonably likely to occur from period-to-period. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the accounting policies discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which include estimates for revenue recognition, allowance for doubtful accounts, goodwill, impairment of long-lived assets, product development costs, stock-based compensation, and income taxes, are critical to understanding our historical and future performance, as these policies relate to the critical areas involving our judgments and estimates, and as such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K. There have been no material changes to the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Results of Operations

The following tables set forth our results of operations for the periods presented in dollars and as a percentage of our total revenue:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(In thousands)
Statement of Operations Data:
Revenue	$	29,713	$	16,825	$	53,715	$	28,987
Cost and operating expenses:(1)
Cost of revenue(2)		4,443		2,488		7,624		4,693
Technology and development		6,529		5,259		11,426		9,905
Sales and marketing		13,302		9,122		25,595		15,197
General and administrative		5,570		3,054		10,742		6,025
Acquisition related costs		2,005		—		2,005		—
Total cost and operating expenses		31,849		19,923		57,392		35,820

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	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(In thousands)
Loss from operations		(2,136	)		(3,098	)		(3,677	)		(6,833	)
Interest income		52			4			78			7
Interest expense		(217	)		(239	)		(453	)		(491	)
Change in fair value of warrant liability		—			(107	)		—			(323	)
Loss before provision for income taxes		(2,301	)		(3,440	)		(4,052	)		(7,640	)
Provision for income taxes		(110	)		—			(341	)		—
Net loss attributable to common stockholders	$	(2,411	)	$	(3,440	)	$	(4,393	)	$	(7,640	)

(1) Stock-based compensation was allocated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(In thousands)
Cost of revenue	$	57	$	9	$	98	$	14
Technology and development		578		184		989		376
Sales and marketing		485		124		822		179
General and administrative		866		234		1,469		447
Total stock-based compensation	$	1,986	$	551	$	3,378	$	1,016
(2)     Amortization of product development costs was included in technology and development as follows:	$	397	$	207	$	596	$	481

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Percentage of Revenue:
Revenue		100	%		100	%		100	%		100	%
Cost and operating expenses:
Cost of revenue		15			15			14			16
Technology and development		22			31			21			34
Sales and marketing		45			54			48			52
General and administrative		19			18			20			21
Acquisition related costs		6			—			4			—
Total cost and operating expenses		107			118			107			124
Loss from operations		(7	)		(18	)		(7	)		(24	)
Interest income			*			*			*			*
Interest expense		(1	)		(1	)		(1	)		(2	)
Change in fair value of warrant liability		—			(1	)		—			(1	)
Loss before provision for income taxes		(8	)		(20	)		(8	)		(26	)
Provision for income taxes		—			—			(1	)		—
Net loss attributable to common stockholders		(8	)%		(20	)%		(9	)%		(26	)%

* Less than 0.5% of revenue.

Non-GAAP Financial Measures

Adjusted EBITDA is a financial measure that is not calculated in accordance with generally accepted accounting principles in the United States, or GAAP. We define Adjusted EBITDA as net loss adjusted to exclude interest income, interest expense, taxes,

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depreciation and amortization, change in the fair value of our warrant liability, stock-based compensation, and certain other infrequently occurring items that Trulia does not believe are indicative of ongoing results (such as acquisition related costs). Below, we have provided a reconciliation of Adjusted EBITDA to our net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP. Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP. Our Adjusted EBITDA may not be comparable to similarly titled measures of other organizations because other organizations may not calculate Adjusted EBITDA in the same manner as we calculate the measure.

We include Adjusted EBITDA in this Quarterly Report on Form 10-Q because it is an important measure upon which our management assesses our operating performance. We use Adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of depreciation and amortization expense on our fixed assets, changes related to the fair value remeasurements of our preferred stock warrant, and the impact of stock-based compensation expense. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we also use Adjusted EBITDA for business planning purposes, to incentivize and compensate our management personnel, and in evaluating acquisition opportunities. In addition, we believe Adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance and debt-service capabilities.

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 our cash expenditures for capital equipment or other contractual commitments;

• 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 capital expenditure requirements for such replacements;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness; and

• Other companies, including companies in our industry, may calculate Adjusted EBITDA measures differently, which reduces their usefulness as a comparative measure.

In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.

The following table presents a reconciliation of Adjusted EBITDA to our net loss, the most comparable GAAP measure, for each of the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(In thousands)
Net loss attributable to common stockholders	$	(2,411	)	$	(3,440	)	$	(4,393	)	$	(7,640	)
Non-GAAP adjustments:
Interest income		(52	)		(4	)		(78	)		(7	)
Interest expense		217			239			453			491
Depreciation and amortization		1,548			789			2,909			1,586
Change in fair value of warrant liability		—			107			—			323
Stock-based compensation		1,986			551			3,378			1,016
Provision for income taxes		110			—			341			—
Acquisition related costs		2,005			—			2,005			—
Adjusted EBITDA	$	3,403		$	(1,758	)	$	4,615		$	(4,231	)

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Comparison of the Three Months Ended June 30, 2013 and 2012

Revenue

	Three Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Revenue	$	29,713	$	16,825		77	%

Revenue increased to $29.7 million in the three months ended June 30, 2013 from $16.8 million in the three months ended June 30, 2012, an increase of $12.9 million, or 77%. Marketplace revenue and media revenue represented 70% and 30%, respectively, of total revenue in the three months ended June 30, 2013, compared to 66% and 34%, respectively, of total revenue in the three months ended June 30, 2012. The increase in total revenue was attributable to the significant growth of our subscriber base and increase in average revenue per subscriber.

During the three months ended June 30, 2013 and 2012, we recognized marketplace revenue and media revenue as follows:

	Three Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Marketplace revenue	$	20,933	$	11,049		89	%
Media revenue	$	8,780	$	5,776		52	%
Total revenue	$	29,713	$	16,825		77	%

Marketplace revenue increased to $20.9 million in the three months ended June 30, 2013 from $11.0 million in the three months ended June 30, 2012, an increase of $9.9 million, or 89%. This increase was primarily attributable to the growth in the number of subscribers, our inventory expansion program, increased sales of our mobile subscription product,Trulia Mobile Ads, and increased prices. The overall subscriber base grew by 49% to 32,123 subscribers as of June 30, 2013 from 21,544 subscribers as of June 30, 2012. Our mobile subscription product for agents,Trulia Mobile Ads, which we launched in May 2012, contributed to marketplace revenue growth in the three months ended June 30, 2013. Of the total 32,123 subscribers as of June 30, 2013 approximately 8,200 subscribers, or 26%, have now purchased our mobile subscription product, which is priced at a premium to ourTrulia Local Ads product. The average monthly revenue per subscriber increased from $148 in the three months ended June 30, 2012 to $194 in the three months ended June 30, 2013, largely due to increased sales of ourTrulia Local Ads andTrulia Mobile Ads products in our high demand zip codes as a result of monetization improvement of these products. And lastly, we experienced an increase in our marketplace revenue as a result of new partnership arrangements entered into in the last quarter of fiscal year 2012.

Media revenue increased to $8.8 million in the three months ended June 30, 2013 from $5.8 million in the three months ended June 30, 2012, an increase of $3.0 million, or 52%. This increase continues to be driven by strong year over year growth in our average monthly unique visitors, from 23.5 million in the three months ended June 30, 2012 to 34.9 million in the three months ended June 30, 2013, an increase of 49%. We also experienced an increase in advertising revenue due to strong premium advertising demand in the three months ended June 30, 2013.

Cost of Revenue

	Three Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Cost of revenue	$	4,443	$	2,488		78	%

Cost of revenue increased to $4.4 million in the three months ended June 30, 2013 from $2.5 million in the three months ended June 30, 2012, an increase of $1.9 million, or 78%. This increase is primarily due to a $0.6 million increase in labor and facilities related costs, including stock-based compensation, largely as a result of a 12% increase in cost of revenue headcount in the three months ended June 30, 2013. Also, new partnership arrangements entered into in the last quarter of fiscal year 2012 resulted in a $0.8 million increase in cost of revenue in the three months ended June 30, 2013.

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Technology and Development Expenses

	Three Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Technology and development	$	6,529	$	5,259		24	%

Technology and development expenses increased to $6.5 million in the three months ended June 30, 2013 from $5.2 million in the three months ended June 30, 2012, an increase of $1.3 million, or 24%. This increase is primarily due to a $1.3 million increase in labor and facilities related costs, including stock-based compensation, largely as a result of a 17% increase in technology and development headcount in the three months ended June 30, 2013. Because we capitalized more product development costs in the three months ended June 30, 2013, our overall technology and development expenses had a lower year-to-year percent increase compared to the three month ended June 30, 2012.

Sales and Marketing Expenses

	Three Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Sales and marketing	$	13,302	$	9,122		46	%

Sales and marketing expenses increased to $13.3 million in the three months ended June 30, 2013 from $9.1 million in the three months ended June 30, 2012, an increase of $4.2 million, or 46%. This increase is primarily due to a $4.0 million increase in labor and facilities related costs, including stock-based compensation, largely as a result of a 30% increase in sales and marketing headcount in the three months ended June 30, 2013. Additionally, a $0.2 million increase in marketing and advertising expenses was due to increased marketing activities related to ourTrulia Mobile Adsproduct.

General and Administrative Expenses

	Three Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
General and administrative	$	5,570	$	3,054		82	%

General and administrative expenses increased to $5.5 million in the three months ended June 30, 2013 from $3.0 million in the three months ended June 30, 2012, an increase of $2.5 million, or 82%. This increase is primarily due to increased costs and expenses related to operating as a public company in 2013. These costs include a $2.0 million increase in labor and facilities related costs, including stock-based compensation, largely as a result of a 30% increase in general and administrative headcount in the three months ended June 30, 2013. Additionally, a $0.3 million increase was attributable to an increase in outside professional services costs.

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Acquisition Related Costs

	Three Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Acquisition related costs	$	2,005	$	—		100	%

In the three months ended June 30, 2013 we incurred $2.0 million of expenses in connection with our proposed acquisition of Market Leader described elsewhere in this Quarterly Report on Form 10-Q primarily related to legal and investment banking fees.

Interest Expense

	Three Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Interest Expense	$	217	$	239		9	%

Interest expense decreased to $217,000 in the three months ended June 30, 2013 from $239,000 in the three months ended June 30, 2012, a decrease of $22,000, or 9%, as a result of repayment of a portion of our long-term debt. The interest expense is associated with our outstanding indebtedness.

Comparison of the Six Months Ended June 30, 2013 and 2012

Revenue

	Six Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Revenue	$	53,715	$	28,987		85	%

Revenue increased to $53.7 million in the six months ended June 30, 2013 from $29.0 million in the six months ended June 30, 2012, an increase of $24.7 million, or 85%. Marketplace revenue and media revenue represented 71% and 29%, respectively, of total revenue in the six months ended June 30, 2013, compared to 68% and 32%, respectively, of total revenue in the six months ended June 30, 2012. The increase in total revenue was attributable to the significant growth of our subscriber base and increase in average revenue per subscriber.

During the six months ended June 30, 2013 and 2012, we recognized marketplace revenue and media revenue as follows:

	Six Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Marketplace revenue	$	38,290	$	19,733		94	%
Media revenue	$	15,425	$	9,254		67	%
Total revenue	$	53,715	$	28,987		85	%

Marketplace revenue increased to $38.3 million in the six months ended June 30, 2013 from $19.7 million in the six months ended June 30, 2012, an increase of $18.6 million, or 94%. This increase was primarily attributable to the growth in the number of subscribers, our inventory expansion program, increased sales of our mobile subscription product,Trulia Mobile Ads, as well as increased prices. The overall subscriber base grew by 49% to 32,123 subscribers as of June 30, 2013 from 21,544 subscribers as of June 30, 2012. Our most significant mobile subscription product for agents,Trulia Mobile Ads, which we launched in May 2012 and refreshed it in March 2013 to increase the number of placements of agent advertisements, contributed to the marketplace revenue growth in the six months ended June 30, 2013. Of the total 32,123 subscribers as of June 30, 2013 approximately 8,200 subscribers, or 26%, have now purchased a mobile subscription product, which is priced at a premium. The average monthly revenue per subscriber increased from $140 in the six months ended June 30, 2012 to $190 in the six months ended June 30, 2013, largely due to increased

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sales of ourTrulia Local Ads andTrulia Modile Ads products in our high demand zip codes as a result of monetization improvement of these products. And lastly, we experienced an increase in our marketplace revenue as a result of new partnership arrangements entered into in the last quarter of fiscal year 2012.

Media revenue increased to $15.4 million in the six months ended June 30, 2013 from $9.2 million in the six months ended June 30, 2012, an increase of $6.2 million, or 67%. This increase was primarily attributable to the strong year over year growth in our average monthly unique visitors from 22.0 million in the six months ended June 30, 2012 to 33.1 million in the six months ended June 30, 2013, an increase of 50%. We also experienced an increase in advertising revenue due to strong premium advertising demand in the six months ended June 30, 2013.

Cost of Revenue

	Six Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Cost of revenue	$	7,624	$	4,693		62	%

Cost of revenue increased to $7.6 million in the six months ended June 30, 2013 from $4.7 million in the six months ended June 30, 2012, an increase of $2.9 million, or 62%. This increase is primarily due to a $1.0 million increase in labor and facilities related costs, including stock-based compensation, largely as a result of a 9% increase in cost of revenue headcount in the six months ended June 30, 2013. Also, new partnership arrangements entered into in the last quarter of the fiscal year 2012 resulted in a $1.2 million increase in the cost of revenue in the six months ended June 30, 2013.

Technology and Development Expenses

	Six Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Technology and development	$	11,426	$	9,905		15	%

Technology and development expenses increased to $11.4 million in the six months ended June 30, 2013 from $9.9 million in the six months ended June 30, 2012, an increase of $1.5 million, or 15%. This increase is primarily due to a $1.6 million increase in labor and facilities related costs, including stock-based compensation, largely as a result of a 17% increase in technology and development headcount in the six months ended June 30, 2013. Because we capitalized more product development costs in the six months ended June 30, 2013, our overall technology and development expenses had a lower year-over-year percentage increase compared to the six months ended June 30, 2012.

Sales and Marketing Expenses

	Six Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Sales and marketing	$	25,595	$	15,197		68	%

Sales and marketing expenses increased to $25.6 million in the six months ended June 30, 2013 from $15.2 million in the six months ended June 30, 2012, an increase of $10.4 million, or 68%. This increase is primarily due to a $9.2 million increase in labor and facilities related costs, including stock-based compensation, largely as a result of a 32% increase in sales and marketing headcount in the six months ended June 30, 2013. Additionally, a $1.1 million increase was due to an increase in software licensing costs.

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General and Administrative Expenses

	Six Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
General and administrative	$	10,742	$	6,025		78	%

General and administrative expenses increased to $10.7 million in the six months ended June 30, 2013 from $6.0 million in the six months ended June 30, 2012, an increase of $4.7 million, or 78%. This increase is primarily due to increased costs and expenses related to operating as a public company in 2013. These costs include a $3.6 million increase in labor and facilities related costs, including stock-based compensation, largely as a result of 37% increase in general and administrative headcount in the six months ended June 30, 2013. Also, a $0.7 million increase was due to an increase in outside professional services expense related to preparation of our first annual report on Form 10-K.

Acquisition Related Costs

	Six Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Acquisition related costs	$	2,005	$	—		100	%

In the six months ended June 30, 2013 we incurred $2.0 million of expenses in connection with our proposed acquisition of Market Leader described elsewhere in this Quarterly Report on Form 10-Q related to legal and investment banking fees.

Interest Expense

	Six Months Ended June 30,				2012 to 2013 % Change
	2013		2012
	(In thousands)
Interest Expense	$	453	$	491		8	%

Interest expense decreased to $453,000 in the six months ended June 30, 2013 from $491,000 in the six months ended June 30, 2013, a decrease of $38,000, or 8%, as a result of repayment of a portion of our long-term debt. The interest expense is associated with our outstanding indebtedness.

Liquidity and Capital Resources

As of June 30, 2013, our principal sources of liquidity were cash and cash equivalents totaling $215.7 million which consisted of bank deposits and money market funds. On March 20, 2013, we completed our follow-on public offering pursuant to which we sold an aggregate of 4,025,000 shares of our common stock, which included 525,000 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares, at a public offering price of $29.75 per share, resulting in aggregate net proceeds to us of $113.0 million, after deducting underwriting discounts and commissions and offering expenses payable by us. In addition, another 3,117,311 shares were sold by certain selling stockholders, which included 406,606 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares. We did not receive any proceeds from sales by the selling stockholders. Prior to our follow-on public offering, our operations were financed primarily by the net proceeds of $89.4 million from our initial public offering in September 2012, and $10.0 million in proceeds from the issuance of indebtedness from a Credit Facility. As of June 30, 2013, we had $8.9 million of outstanding debt from the Credit Facility, which reflected a debt discount of $169,000.

On May 7, 2013, we entered into the Merger Agreement with Market Leader and Mariner Acquisition Corp. Pursuant to the terms, and subject to the conditions, of the Merger Agreement, at the closing of the proposed transactions contemplated by the Merger Agreement, Mariner Acquisition Corp. will be merged with and into Market Leader, and Market Leader will continue as the surviving corporation of the merger and as our wholly owned subsidiary. At the effective time of the merger, each outstanding share of Market Leader common stock (other than shares with respect to which dissenter’s rights are properly exercised or shares owned by us, any of our subsidiaries or Market Leader) will be converted into the right to receive (i) 0.1553 of a share of our common stock, plus (ii) $6.00 in cash, without interest, and in each case subject to applicable withholding tax. We expect to issue approximately 4.3 million shares of our common stock and to pay approximately $167 million in cash to shareholders of Market Leader at the effective time of the merger. In connection with the merger, Market Leader stock options, stock appreciation rights and restricted stock units will be assumed and converted into corresponding equity awards to purchase or acquire shares of our common stock.

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We have incurred cumulative losses of $51.5 million from our operations to date, and expect to incur additional losses in the future. We believe that our cash balances and the cash flows generated by operations will be sufficient to satisfy our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. However, our future capital requirements will depend on many factors, including our rate of revenue growth, the cash that may be used in connection with acquisitions or other investments, the expansion of our sales and marketing activities, and the timing and extent of our spending to support our technology and development efforts. To the extent that existing cash and cash equivalents, and cash from operations are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. Additional funds may not be available on terms favorable to us or at all.

Credit Facility

In September 2011, we entered into a loan and security agreement with Hercules Technology Growth Capital, Inc., or Hercules, providing for a secured term loan facility, or the Credit Facility, in an aggregate principal amount of up to $20.0 million to be used for general business purposes. The indebtedness we incurred under this agreement is secured by substantially all of our assets. This agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, incur additional indebtedness, grant liens, make investments, repurchase stock, pay dividends, transfer assets, merge or consolidate, and make acquisitions. As of June 30, 2013, we had drawn $10.0 million in term loans under the credit facility. Our ability to draw additional funds under this credit facility expired on December 31, 2012.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

	Six Months Ended June 30,
	2013			2012
	(In thousands)
Cash provided by operating activities	$	5,924		$	1,595
Cash provided by (used in) investing activities	$	(4,328	)	$	1,245
Cash provided by financing activities	$	114,127		$	(425	)

Cash Flows from Operating Activities

Cash provided by operating activities for the six months ended June 30, 2013 was $5.9 million. The primary component of our cash flows during the six months ended June 30, 2013 was our net loss of $4.4 million. The cash flows from our net loss were more than offset by our non-cash operating activities and net cash flows provided through changes in certain of our operating assets and liabilities. Specifically, we recognized non-cash charges of $2.9 million for depreciation and amortization of our property and equipment, and a $3.4 million for stock-based compensation. We also recognized changes in operating assets and liabilities which provided $4.0 million of cash from operating activities. The primary driver of the changes in our operating assets and liabilities was a $1.5 million increase in deferred revenue due to the increase in the number of total subscribers and average monthly revenue per subscriber during the six months ended June 30, 2013. Changes in our operating assets and liabilities were also affected by an increase in accrued liabilities in the amount of $2.8 million due primarily to the overall growth in our business during the year; an increase in accrued compensation and benefits of $3.1 million due to the growth in our headcount; and an increase in accounts receivable of $3.9 million primarily due to our revenue growth but also due to the timing of collections.

Cash Flows from Investing Activities

Cash used in investing activities of $4.3 million for the six months ended June 30, 2013 was primarily related to the acquisition of property and equipment in the amount of $4.6 million.

Cash Flows from Financing Activities

Cash flows from financing activities for the six months ended June 30, 2013 of $114.1 million were comprised of net proceeds of $114.0 million from our follow-on public offering in March 2013 that was offset by $1.0 million of costs relate to the offering; and proceeds of $2.2 million from the exercise of stock options, offset by $163,000 of capital lease payments, and $915,000 of repayment of a portion of our long-term debt.

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Contractual Obligations and Other Commitments

The following table summarizes our contractual obligations as of June 30, 2013:

	Payments Due by Period
Contractual Obligations:	Less Than 1 Year		1 to 3 Years		3 to 5 Years		More Than 5 Years		Total
	(In thousands)
Long-term debt	$	3,843	$	5,242	$	—	$	—	$	9,085
Interest on long-term debt(1)		550		267		—		—		817
Operating leases(2)		2,963		2,248		—		—		5,211
Capital leases		70		—		—		—		70
Total contractual obligations	$	7,426	$	7,757	$	—	$	—	$	15,183

⁽¹⁾  The Credit Facility carries an interest rate equal to the greater of the prime rate plus 2.75%, or 6%, for the first tranche, and a rate equal to the greater of the prime rate plus 5.5%, or 8.75%, for the second tranche.

⁽²⁾  Operating leases include total future minimum rent payments under noncancelable operating lease agreements.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

Segment Information

We have one business activity and operate in one reportable segment.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities as follows:

Interest Rate Risk

We had cash and cash equivalents of $215.7 million as of June 30, 2013, which consist of bank deposits and money market funds. Such interest-earning instruments carry a degree of interest rate risk. To date, fluctuations in interest income have not been significant. We also had total outstanding debt of $8.9 million as of June 30, 2013, of which $3.7 million is due within 12 months. Amounts outstanding under our Credit Facility carry variable interest rates ranging from 6.0% to 8.75%.

The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. The interest rate on our outstanding debt is variable. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2013, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to legal proceedings and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights.

Merger Litigation

Following the announcement that we entered into an Agreement and Plan of Merger to acquire Market Leader, three purported class action law suits brought on behalf of all Market Leader shareholders were filed in King County Superior Court: Bruce Lynn v. Market Leader, et al., No. 13-2-20796-6, filed May 23, 2013; Arjun Reddy v. Morris, et al., No. 13-2-21115-7, filed May 29, 2013; and Jamason v. Market Leader, et al., No. 13-2-21190-4, filed May 29, 2013.

On July 8, 2013, the King County Superior Court ordered the consolidation of the three actions under the caption In re Market Leader Inc. Shareholders’ Litigation, No. 13-2-20796-6 SEA, or the Merger Litigation, and appointed Arjun Reddy as Lead Plaintiff and Faruqi & Faruqi LLP as Lead Counsel.

On July 15, 2013, Lead Plaintiff Reddy filed the Consolidated Class Action Complaint, or the Consolidated Complaint, which superseded the complaints filed in the three separate lawsuits. The Consolidated Complaint alleges that Market Leader’s board of directors breached its fiduciary duties by failing to maximize shareholder value or to engage in a fair sale process before approving the proposed acquisition of Market Leader by us. The Consolidated Complaint also alleges that the defendants, including us, failed to provide Market Leader shareholders with material information regarding the merger in the proxy statement and related public filings. The Consolidated Complaint further alleges that we, Mariner Acquisition Corp. and Market Leader aided and abetted the Market Leader directors’ breaches of fiduciary duty. The Consolidated Complaint seeks an injunction prohibiting the consummation of the merger, rescission to the extent the merger terms have already been implemented, damages for the alleged breaches of fiduciary duty, and payment of plaintiffs’ attorneys’ fees and costs.

On August 5, 2013, the defendants and Lead Plaintiff entered into a memorandum of understanding to settle the Merger Litigation and resolve all allegations by Lead Plaintiff against Market Leader and the other defendants. The settlement, which is subject to confirmatory discovery and court approval, provides for the release of all claims against the defendants relating to the merger, including those alleged in the Consolidated Complaint.

Lead Plaintiff and Lead Counsel intend to apply to the court for an award of fees and reimbursement of costs incurred in connection with the Merger Litigation. Market Leader has reserved the right to oppose the application for an award of fees and reimbursement of costs.

Zillow Litigation

On September 12, 2012, Zillow filed a lawsuit against us in the United States District Court for the Western District of Washington, alleging that we infringe on one U.S. patent held by it. The lawsuit alleges that one component of ourTrulia Estimates feature infringes Zillow’s patent insofar asTrulia Estimates allows homeowners to claim their homes and provide additional information about the properties, which enables us to update the valuation estimates for such properties. We started offering our Trulia Estimates feature in 2011. Zillow is seeking a permanent injunction against the alleged infringement, compensatory damages, and attorneys’ fees. We believe we have meritorious defenses to Zillow’s claims. We filed a renewed motion to dismiss Zillow’s complaint on July 19, 2013. We intend to continue to vigorously defend the lawsuit.

Current and future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability, and validity of third-party proprietary rights or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties, including those described below, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock.

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We may not complete the acquisition of Market Leader, Inc. within the time frame we anticipate or at all, which could have a negative effect on our business or our results of operations.

On May 7, 2013, we entered into a definitive agreement under which we will acquire all of the outstanding shares of Market Leader, Inc., or Market Leader. The transaction is subject to a number of closing conditions, such as the approval of the shareholders holding a majority of the outstanding shares of Market Leader common stock, antitrust and other regulatory approvals, which may not be received or may take longer than expected. The transaction is also subject to other risks and uncertainties, such as the possibility that Market Leader could receive an unsolicited proposal from a third party or that either we or Market Leader could exercise our respective termination rights. In the event that the acquisition is not consummated or is materially delayed for any reason, we will have spent considerable time and resources, and incurred substantial costs, including costs related to the acquisition, many of which must be paid even if the merger is not completed. We cannot provide any assurance that the Market Leader acquisition will be completed, that there will not be a delay in the completion of the acquisition, or that all or any of the anticipated benefits of the acquisition will be obtained. If the acquisition is not consummated, our reputation in our industry and in the investment community could be damaged, and the market price of our common stock could decline.

We may experience difficulties in integrating Market Leader’s business and realizing the expected benefits of the proposed acquisition.

The success of the Market Leader acquisition, if completed, will depend, in part, on our ability to realize the anticipated business opportunities and growth prospects from combining our businesses with those of Market Leader. We may never realize these business opportunities and growth prospects. Integrating operations will be complex and will require significant efforts and expenditures on the part of both us and Market Leader. Our management might have its attention diverted while trying to integrate operations and corporate and administrative infrastructures. We might experience increased competition that limits our ability to expand our business, and we might fail to capitalize on expected business opportunities, including retaining current customers.

Market Leader will continue to operate independently of us until the expected closing of the acquisition in the third quarter of 2013. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with clients, employees or other third parties or our ability to achieve the anticipated benefits of the Market Leader acquisition and could harm our financial performance.

If we are unable to successfully or timely integrate the operations of Market Leader’s business into our business, we may be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the proposed acquisition and our business and results of operations could be adversely affected.

We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have a limited operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:

• increase the number of consumers using our website and mobile applications;

• continue to obtain home listing information, as well as information on schools, crime, commute times , neighborhood amenities, rental prices and historical earthquake and flood data;

• increase the number of real estate professionals subscribing to our products;

• increase the revenue from real estate professionals subscribing to our products;

• increase the revenue from advertisers on our website;

• successfully develop and deploy new features and products;

• encourage and foster the growth of user-generated content;

• successfully compete with other companies that are currently in, or may in the future enter, the business of providing residential real estate information online and on mobile applications, as well as with companies that provide this information offline;

• successfully compete with existing and future providers of other forms of offline, online, and mobile advertising;

• successfully navigate fluctuations in the real estate market;

• effectively manage the growth of our business;

• successfully expand our business into adjacent markets, such as rentals, mortgages, and home improvement;

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• successfully integrate companies we may acquire; and

• successfully expand internationally.

If the demand for residential real estate information online does not develop as we expect, or if we fail to address the needs of consumers, real estate professionals, or advertisers, our business will be harmed. We may not be able to successfully address these risks and difficulties, which could harm our business and cause our operating results to suffer.

We have a history of losses and we may not achieve or maintain profitability in the future.

We have not been profitable on a quarterly or annual basis since we were founded, and as of June 30, 2013, we had an accumulated deficit of $51.5 million. We expect to make significant future investments in the development and expansion of our business which may not result in increased revenue or growth. In addition, as a public company, we have incurred and expect that we will continue to incur significant legal, accounting, and other expenses that we did not incur as a private company. As a result of these increased expenditures, we must generate and sustain increased revenue to achieve and maintain future profitability. While our revenue has grown in recent periods, this growth may not be sustainable and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant losses in the future for a number of reasons, including slowing demand for our products, increasing competition, weakness in the residential real estate market, as well as other risks described in this Quarterly Report on Form 10-Q, and we may encounter unforeseen expenses, difficulties, complications and delays, and other unknown factors. Accordingly, we may not be able to achieve or maintain profitability and we may continue to incur significant losses in the future, and this could cause the price of our common stock to decline.

If real estate professionals do not continue to subscribe to our products, or we are unable to attract new subscribers, our business and operating results would be harmed.

We rely on subscriptions purchased by real estate professionals to generate a substantial portion of our revenue. Subscriptions accounted for 71%, 67% ,58% and 47% of our revenue in the six months ended June 30, 2013 and the years ended December 31, 2012, 2011 and 2010, respectively. We generally offer subscriptions for periods between three months to 12 months, with most real estate professionals preferring to subscribe for periods shorter than 12 months.

Our ability to attract and retain real estate professionals as subscribers, and to generate subscription revenue, depends on a number of factors, including:

• our ability to attract transaction-ready consumers to our website and mobile applications;

• �� the number of consumers using our website and mobile applications;

• the quality of the leads that we provide to our subscribers;

• the number of leads that we provide to our subscribers;

• the strength of the real estate market;

• the competition for real estate professionals’ marketing dollars; and

• the strength of our brand.

A key focus of our sales and marketing activities has been to further penetrate the large base of more than 3.0 million real estate professionals in the United States. As of June 30, 2013, we had more than 401,000 active real estate professionals in our marketplace and 32,123 total paying subscribers. We spend a considerable portion of our operating expenses on sales and marketing activities. Our sales and marketing expenses were our largest operating expenses in the three months ended June 30, 2013 and 2012. Sales and marketing expenses reflect many of the costs that we incur in acquiring new subscribers and retaining existing subscribers, and we expect that sales and marketing expenses will continue to increase in absolute dollars as we seek to grow the number of subscribers in our marketplace. If we are unable to increase the number of total subscribers in our marketplace, our revenue may not grow and our operating results could suffer.

Real estate professionals may not continue to subscribe with us if we do not deliver a strong return on their investment in subscriptions, and we may not be able to replace them with new subscribers. In addition, real estate professionals sometimes do not renew their subscriptions with us because of dissatisfaction with our service. This may occur for a number of reasons, including because we have made changes to our products or services, which we do periodically. If subscribers do not renew their subscriptions with us with the same or higher subscription fees, or at all, or if we are unable to attract new subscribers, our business and operating results would be harmed.

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Further, although a majority of our revenue in the three months ended June 30, 2013 and 2012 was generated from subscriptions purchased by real estate professionals, we cannot be certain that subscribers will renew their subscriptions with us and that we will be able to achieve the same or higher amounts of subscription revenue in the future.

Our ability to increase the number of subscribers to our services also depends, to some degree, on whether we can increase the inventory of marketing products and services available for us to sell in different geographic markets. If we are unable to create additional inventory by offering new services or reconfiguring our existing services, we may not be able to grow the number of subscribers to our services quickly or at all.

In addition, if we need to reduce our subscription fees due to competition, our business, operating results, financial condition, and prospects would suffer if we are unable to offset any reductions in our fees by increasing our number of consumers and advertisers, reducing our costs, or successfully developing and deploying new features on a timely basis.

If we are not able to optimize our pricing and increase our average revenue per subscriber, we may not be able to grow our revenue over time.

Our ability to grow revenue depends, in part, on our ability to optimize pricing and increase average monthly revenue per subscriber over time. Since launching our first subscription product in 2007, we have continued to expand our products and optimize pricing of our products. In the three months ended June 30, 2013 our average monthly revenue per subscriber was $194 compared to $148 in the three months ended June 30, 2012. As we continue to optimize our pricing, real estate professionals may not accept these new prices, which may harm our business and growth prospects.

If advertisers reduce or end their advertising spending with us, or if we are unable to attract new advertisers, our business and operating results would be harmed.

Display advertising accounted for 29%, 33%, 42% and 53% of our revenue in the six months ended June 30, 2013, March 31, 2013 and the years ended December 31, 2012, 2011, and 2010, respectively. Our advertisers can generally terminate their contracts with us at any time or on very short notice. Our ability to attract and retain advertisers, and to generate advertising revenue, depends on a number of factors, including:

• the number of consumers using our website and mobile applications;

• our ability to continue to attract an audience that advertisers find attractive;

• our ability to compete effectively for advertising spending with other real estate marketplaces, offline companies, and online companies;

• how advertisers value our advertising network, which consists of our online properties and those of our publishing partners;

• the amount of spending on online advertising generally; and

• our ability to deliver an attractive return on investment to advertisers.

We may not succeed in capturing more spending from advertisers if we are unable to demonstrate to advertisers the effectiveness of advertising in our marketplace as compared to alternatives, including traditional offline advertising media such as newspapers and magazines.

If advertisers reduce or terminate their advertising spending with us and we are unable to attract new advertisers, our revenue, business, operating results, and financial condition would be harmed. For example, although we experienced sequential increases in media revenue during each of the eight quarters ended December 31, 2011, media revenue growth slowed during the years ended December 31, 2011 and 2012. In our display advertising business, we also have a limited ability to replace the loss of revenue resulting from the loss of a customer during a particular quarter because of the significant time required to secure an alternative advertiser for such advertising inventory, run the alternative advertising campaign on our marketplace, and satisfy our revenue recognition criteria from such campaign. As a result, the loss of a customer during a quarter could result in our inability to replace the lost revenue from such customer within that quarter and, therefore, we will sometimes encounter variances in our media revenue.

If we cannot obtain comprehensive and accurate real estate listing information, our business will suffer.

Our offerings are based on receiving current and accurate real estate listing data. We depend on, and expect to continue to depend on, relationships with various third parties to provide this data to us, including real estate listing aggregators, multiple listing services, real estate brokerages, apartment management companies, and other third parties. Many of our agreements with our listing sources are short-term agreements that may be terminated with limited or no notice. If our relationship with one or more of these parties is disrupted, the quality of the experience we provide to users would suffer.

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We currently depend on a listing aggregator to provide us with a substantial portion of the unique listings in our database. While these listings are available from their original sources, it would take substantial time and effort for us to aggregate these listings from all of the original sources. Therefore, if the agreement with our largest listing aggregator is terminated, we may not be able to fully replace the listings in a timely manner or on terms favorable to us, or at all, which would adversely affect our business and operating results. In addition, as real estate brokers typically control the distribution and use of their listings, our business could suffer if real estate brokers withheld their listings from us. From time to time in the past, real estate brokers have refused to syndicate their listings to us, and we cannot assure you this will not happen in the future. If real estate brokers refuse to syndicate listings to us, the quality of our products would suffer due to the decline of timely and accurate information, which could adversely affect our business and operating results.

If use of our mobile products does not continue to grow or we are not able to successfully monetize them as we expect, our operating results could be harmed and our growth could be negatively affected.

Our future success depends in part on the continued growth in the use of our mobile products by our users and our ability to monetize them. During the six months ended June 30, 2013, our mobile products accounted for 37% of our total traffic compared to 26% of our total traffic for the six months ended June 30, 2012. We currently monetize our mobile offerings through ourTrulia Mobile Ads subscription product for real estate professionals and through our mobile website,m.trulia.com. We monetize our mobile applications principally through ourTrulia Mobile Adssubscription product through which real estate professionals can purchase local advertising on our mobile applications and our mobile website by zip code and by share of a given market. We monetize our mobile website and mobile applications through the sale of display advertisements and we also provide our subscribers rotational placement in a local lead form that appears on certain pages of our mobile website and mobile applications. The use of mobile technology may not continue to grow at historical rates, and consumers may not continue to use mobile technology for real estate research. Further, mobile technology may not be accepted as a viable long-term platform for a number of reasons, including actual or perceived lack of security of information and possible disruptions of service or connectivity. In addition, traffic on our mobile applications may not continue to grow if we do not continue to innovate and introduce enhanced products on mobile platforms, or if users believe that our competitors offer superior mobile products. The growth of traffic on our mobile products may also slow or decline if our mobile applications are no longer compatible with operating systems such as iOS, Android, Windows 8, or the devices they support. Additionally, real estate professionals and advertisers may choose to devote less of their spending to target mobile users for a number of reasons, including a perceived lack of effectiveness of display advertising on mobile devices. Although we have seen strong results in our mobile product monetization efforts with the launch ofTrulia Mobile Ads in May 2012 and our product redesign in March 2013, we cannot assure you that we will continue to monetize our mobile products as effectively in the future. If use of our mobile products does not continue to grow, or if real estate professionals or advertisers decrease their spending on our mobile products, our business and operating results could be harmed.

If we do not continue to innovate and provide useful products, we may not remain competitive, and our business and financial performance could suffer.

Our success depends in part on our ability to continue to innovate. This is particularly true with respect to mobile applications, which are increasingly being used by our audience. Our competitors regularly enhance their offerings and create new offerings for consumers, real estate professionals, and others involved in the residential real estate industry. If we are unable to continue to offer innovative products or to keep pace with our competitors’ offerings, our business and operating results will suffer.

We rely on Internet search engines to drive traffic to our website, and if we fail to appear high up in the search results, our traffic would decline and our business would be adversely affected.

We depend in part on Internet search engines, such as Google, Bing, and Yahoo!, to drive traffic to our website. For example, when a user types a physical address into a search engine, we rely on a high organic search ranking of our webpages in these search results to refer the user to our website. However, our ability to maintain high organic search result rankings is not within our control. Our competitors’ search engine optimization, or SEO, efforts may result in their websites receiving a higher search result page ranking than ours, or Internet search engines could revise their methodologies in a way that would adversely affect our search result rankings. If Internet search engines modify their search algorithms in ways that are detrimental to us, or if our competitors’ SEO efforts are more successful than ours, overall growth in our user base could slow. Search engine providers could provide listings and other real estate information directly in search results or choose to align with our competitors. Our website has experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future. Any reduction in the number of users directed to our website through search engines could harm our business and operating results.

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Our recent revenue growth rates may not be indicative of our future growth, and we may not continue to grow at our recent pace, or at all.

From 2008 to 2012, our revenue grew from $8.1 million to $68.1 million, which represents a compounded annual growth rate of approximately 70%. In the future, our revenue may not grow as rapidly as it has over the past several years. We believe that our future revenue growth will depend, among other factors, on our ability to:

• acquire additional subscribers and sell additional products to existing subscribers;

• sell advertising to third parties;

• attract a growing number of users to our website and mobile applications;

• increase our brand awareness;

• successfully develop and deploy new products for the residential real estate industry;

• maximize our sales personnel’s productivity;

• respond effectively to competitive threats;

• successfully expand our business into adjacent markets, such as rentals, mortgages, and home improvement; and

• successfully expand internationally.

We may not be successful in our efforts to do any of the foregoing, and any failure to be successful in these matters could materially and adversely affect our revenue growth. You should not consider our past revenue growth to be indicative of our future growth.

Our revenue and operating results could vary significantly from period to period, which could cause the market price of our common stock to decline.

We generate revenue through sales of subscriptions to real estate professionals and sales of display advertising to advertisers. Our subscription and advertising sales can be difficult to predict and may result in fluctuations in our revenue from period to period. Our revenue and operating results have fluctuated in the past, and may continue to fluctuate in the future, as a result of a variety of factors, many of which are outside of our control. As a result, comparing our revenue and operating results on a period-to-period basis may not be meaningful, and you should not rely on past results as an indication of future performance.

Our revenue, operating results, or both, may be affected by a number of factors, including:

• our subscription and advertising sales, particularly large advertising campaigns;

• fluctuations in user activity on our website and mobile applications, including as a result of seasonal variations;

• competition and the impact of offerings and pricing policies of our competitors;

• the effects of changes in search engine placement and prominence of our website;

• the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;

• our ability to control costs, particularly those of third-party data providers;

• our ability to reduce costs in a given period to compensate for unexpected shortfalls in revenue;

• the timing of costs related to the development or acquisition of technologies or businesses;

• our inability to complete or integrate efficiently any acquisitions that we may undertake;

• our ability to collect amounts owed to us from advertisers;

• changes in our tax rates or exposure to additional tax liabilities;

• claims of intellectual property infringement against us and any resulting temporary or permanent injunction prohibiting us from selling our products or requirements to pay damages or expenses associated with any of those claims;

• our ability to successfully expand in existing markets and enter new markets;

• our ability to keep pace with changes in technology;

• changes in government regulation affecting our business;

• the effectiveness of our internal controls;

• conditions in the real estate market; and

• general economic conditions.

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For example, individuals hired to join our sales team typically do not reach their maximum productivity until they have been employed for several months or more. Our fixed expenses related to the addition of personnel may not result in an increase in revenue in a given period or at all.

As a result of the foregoing factors and others discussed in this “Risk Factors” section, our operating results in one or more future periods may fail to meet or exceed our projections or the expectations of securities analysts or investors. In that event, the trading price of our common stock would likely decline.

Seasonality may cause fluctuations in our traffic, revenue, and operating results.

From time to time, we experience seasonality in subscription revenue and display advertising due to fluctuations in traffic to our website and mobile applications. During the fourth quarter of each year, traffic to our marketplace has historically declined and our revenue has historically grown more slowly than in other quarters or has declined sequentially. Conversely, we typically experience higher growth in traffic and revenue during the spring and summer months, when consumers are more likely to buy new homes. We expect that seasonality will continue to affect traffic in our marketplace, as well as our revenue from subscriptions and advertising.

Declines in, or changes to, the real estate industry could adversely affect our business and financial performance.

Our business and financial performance are affected by the health of, and changes to, the residential real estate industry. Although we have built and grown our business during a worldwide economic downturn, home-buying patterns are sensitive to economic conditions and tend to decline or grow more slowly during these periods. A decrease in home purchases could lead to reductions in user traffic, reductions in subscriptions by real estate professionals, and a decline in marketing spend. Furthermore, online advertising products may be viewed by some existing and potential advertisers on our website and mobile applications as a lower priority, which could cause advertisers to reduce the amounts they spend on advertising, terminate their use of our products, or default on their payment obligations to us. In addition, we may become subject to rules and regulations in the real estate industry that may restrict or complicate our ability to deliver our products. These changes would harm our business and operating results.

Most recently, beginning in 2008, domestic and global economic conditions deteriorated rapidly, resulting in a dramatic slowdown in the housing market, which slowed advertising spending in the real estate industry. In addition, changes to the regulation of the real estate industry and related areas, including mortgage lending and the deductibility of home mortgage interest, may negatively affect the prevalence of home purchases. Real estate markets also may be negatively impacted by a significant natural disaster, such as earthquake, fire, flood, or other disruption. Declines or disruptions in the real estate market or increases in mortgage interest rates could reduce demand for our products and could harm our business and operating results.

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We participate in a highly competitive market, and pressure from existing and new companies may adversely affect our business and operating results.

The market to provide home listings and marketing services for the residential real estate industry is highly competitive and fragmented. Homes are not typically marketed exclusively through any single channel. Consumers can access home listings and related data through more than one source. Accordingly, current and potential competitors could aggregate a set of listings similar to ours. We compete with online real estate marketplaces, such as Zillow.com, and Realtor.com, other real estate websites, and traditional offline media. We compete to attract consumers primarily on the basis of the number and quality of listings; user experience; the breadth, depth, and relevance of insights and other content on homes, neighborhoods, and professionals; brand and reputation; and the quality of mobile products. We compete to attract real estate professionals primarily on the basis of the quality of the website and mobile products, the size and attractiveness of the consumer audience, the quality and measurability of the leads we generate, the perceived return on investment we deliver, and the effectiveness of marketing and workflow tools. We also compete for advertisers against other media, including print media, television and radio, social networks, search engines, other websites, and email marketing. We compete primarily on the basis of the size and attractiveness of the audience; pricing; and the ability to target desired audiences.

Many of our existing and potential competitors have substantial competitive advantages, such as:

• greater scale;

• stronger brands and greater name recognition;

• longer operating histories;

• more financial, research and development, sales and marketing, and other resources;

• more extensive relationships with participants in the residential real estate industry, such as brokers, agents, and advertisers;

• strong relationships with third-party data providers, such as multiple listing services and listing aggregators;

• access to larger user bases; and

• larger intellectual property portfolios.

The success of our competitors could result in fewer users visiting our website and mobile applications, the loss of subscribers and advertisers, price reductions for our subscriptions and display advertising, weaker operating results, and loss of market share. Our competitors also may be able to provide users with products that are different from or superior to those we can provide, or to provide users with a broader range of products and prices.

We expect increased competition if our market continues to expand. In addition, current or potential competitors may be acquired by third parties with greater resources than ours, which would further strengthen these current or potential competitors and enable them to compete more vigorously or broadly with us. If we are not able to compete effectively, our business and operating results will be materially and adversely affected.

If our users do not continue to contribute content or their contributions are not valuable to other users, our marketplace would be less attractive, which could negatively affect our unique visitor traffic and revenue.

Our success depends on our ability to provide consumers with the information they seek, which in turn depends in part on the content contributed by our users. We believe that one of our primary competitive advantages is the quality and quantity of the user-generated content in our marketplace, and that information is one of the main reasons consumers use our platform. If we are unable to provide consumers with the information they seek because our users do not contribute content, or because the content that they contribute is not helpful and reliable, the number of consumers visiting our website and using our mobile applications may decline. If we experience a decline in consumers visiting our website and using our mobile applications, real estate professionals and advertisers may not view our marketplace as attractive for their marketing expenditures, and may reduce their spending with us. Any decline in visits to our website and usage of our mobile applications by consumers and any decline in spending by real estate professionals and advertisers with us would harm our business and operating results.

In addition, we monitor new contributions to user-generated content because we believe this metric is a key indicator of our user engagement and the strength of our community. In the event that the number of new contributions to user-generated content declines, this metric may provide a leading indicator of the health of our business. However, if the quantity of new contributions to user-generated content continues to increase but the quality of user-generated content declines, this metric would not capture any corresponding declines in user engagement or the strength of our community as evidenced by the lower quality of user-generated content, and such data would be of limited use in those circumstances.

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Our growth depends in part on our relationship with third parties to provide us with local information.

Third parties provide us with information that we use to provide users with insights that go beyond listings, such as information about schools, crime, and neighborhood amenities. Property descriptions and sale transactions obtained via third-party data providers also inform the valuations provided by ourTrulia Estimates feature. If these third-party data providers terminate their relationships with us, the information that we provide to users may be limited or the quality of the information may suffer. If we are unable to renew our agreements with these data providers on favorable terms to us or to secure alternative sources for this information, our costs may increase and our business may be harmed.

If we do not display accurate and complete information on a timely basis, our user traffic may decline, our reputation would suffer, and our business and operating results would be harmed.

We receive listing and other information provided by listing aggregators and other third parties that we include on our website and mobile applications. Our reputation with consumers depends on the accuracy and completeness of the information that we provide, although the accuracy and completeness of this data is often outside of our control. We cannot independently verify the accuracy or completeness of all of the information provided to us by third parties. If third parties provide us with inaccurate or incomplete information that we then display on our website and mobile applications, consumers may become dissatisfied with our products, our traffic may decrease, and our reputation may suffer. Real estate professionals also expect listings data and other information to be accurate and complete, and to the extent our information is incorrect or incomplete, our reputation and business relationships may suffer.

In addition, we update the listing information that we provide on our website and mobile applications on a daily basis. To the extent that we are no longer able to update information in our marketplace on a timely basis, or if consumers begin to expect updates in a more timely manner, we may be forced to make investments which allow us to update information with higher frequency. There can be no assurance that we will be able to provide information at a pace necessary to satisfy consumers in a cost-effective manner, or at all.

Growth of our business will depend on a strong brand, and any failure to maintain, protect, and enhance our brand would hurt our ability to retain or expand our base of users, or our ability to increase their level of engagement.

We believe that a strong brand is necessary to continue to attract and retain consumers and, in turn, the real estate professionals and others who choose to advertise on our websites and mobile applications. We need to maintain, protect, and enhance the “Trulia” brand in order to expand our base of users and increase their engagement with our website and mobile applications. This will depend largely on our ability to continue to provide high-value, differentiated products, and we may not be able to do so effectively. While we may choose to engage in a broader marketing campaign to further promote our brand, this effort may not be successful. Furthermore, negative publicity about our company, including our content, technology, sales practices, personnel, or customer service could diminish confidence in and the use of our products, which could harm our operating results. If we are unable to maintain or enhance user and advertiser awareness of our brand cost effectively, our business, operating results, and financial condition could be harmed. In addition, our website serves as a forum for expression by our users, and if some of our users contribute inappropriate content and offend other users, our reputation could be harmed.

We rely on a small number of advertising partners for a substantial portion of our media revenue, and we are subject to risks as a result of this advertiser concentration.

In the six months ended June 30, 2013 and years ended December 31, 2012, 2011 and 2010, our ten largest advertising partners accounted for more than 58%, 60%, 50% and 50% of our media revenue, respectively. One of our growth strategies is to increase the amount large advertisers spend in our marketplace, and we expect this revenue concentration to continue. If one or more of these large advertisers were to decrease or discontinue advertising with us, our business and operating results will be adversely affected.

Our operating results may be adversely affected by a failure to collect amounts owed to us by advertisers.

We often run display advertisements in our marketplace prior to receiving payment from an advertiser, which makes us subject to credit risks. In the past, certain advertisers have been unable to pay us due to bankruptcy or other reasons, and we cannot assure you that we will not experience collection issues in the future. If we have difficulty collecting amounts owed to us by advertisers, or fail to collect these amounts at all, our results of operations and financial condition would be adversely affected.

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We depend on our talented personnel to grow and operate our business, and if we are unable to hire, retain, manage, and motivate our personnel, or if our new personnel do not perform as we anticipate, we may not be able to grow effectively.

Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain talented personnel. We may not be able to retain the services of any of our employees or other members of senior management in the future. We do not have employment agreements other than offer letters with any key employee, and we do not maintain key person life insurance for any employee. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business. If our senior management team fails to work together effectively and to execute our plans and strategies, our business could be harmed.

Our growth strategy also depends on our ability to expand our organization by hiring high-quality personnel. Identifying, recruiting, training, integrating, managing, and motivating talented individuals will require significant time, expense, and attention. Competition for talent is intense, particularly in the San Francisco Bay Area, where our headquarters is located. If we are not able to effectively recruit and retain our talent, our business and our ability to achieve our strategic objectives would be harmed.

Growth may place significant demands on our management and our infrastructure.

We have experienced substantial growth in our business that has placed, and may continue to place, significant demands on our management and our operational and financial infrastructure. As our operations grow in size, scope, and complexity, we will need to improve and upgrade our systems and infrastructure. The expansion of our systems and infrastructure will require us to commit substantial financial, operational, and technical resources in advance of an increase in the volume of business, with no assurance that the volume of business will increase. Continued growth could also strain our ability to maintain reliable service levels for our users and advertisers, develop and improve our operational, financial, and management controls, enhance our reporting systems and procedures, and recruit, train, and retain highly skilled personnel.

Our products are accessed by a large number of users, often at the same time. If the use of our marketplace continues to expand, we may not be able to scale our technology to accommodate increased capacity requirements, which may result in interruptions or delays in service. The failure of our systems and operations to meet our capacity requirements could result in interruptions or delays in service or impede our ability to scale our operations.

Managing our growth will require significant expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, operating results, and financial condition would be harmed.

Current and future acquisitions and investments could disrupt our business, cause dilution to our stockholders, and harm our financial condition and operating results.

Our success will depend, in part, on our ability to expand our products and markets, and grow our business in response to changing technologies, user, and advertiser demands, and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses and technologies rather than through internal development, including, for example, our acquisition of Movity, Inc., a geographic data company, and our proposed acquisition of Market Leader, Inc., a provider of Software as a Service (SaaS)-based customer relationship management software for the real estate sector. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:

• diversion of management time and focus from operating our business to addressing acquisition integration challenges;

• coordination of research and development and sales and marketing functions;

• transition of the acquired company’s users to our website and mobile applications;

• retention of employees from the acquired company;

• cultural challenges associated with integrating employees from the acquired company into our organization;

• failure to successfully continue the development of acquired technologies;

• integration of the acquired company’s accounting, management information, human resources, and other administrative systems;

• the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked effective controls, procedures, and policies;

• liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities;

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• litigation or other claims in connection with the acquired company, including claims from terminated employees, users, former stockholders, or other third parties;

• substantial impairments to goodwill or intangible assets in the event that an acquisition proves to be less valuable than the price we paid for it; and

• the possibility that any acquisition may be viewed negatively by our customers or investors or the financial markets.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally. Also, the anticipated benefits of any acquisitions may not materialize.

Competition within our industry for acquisitions of businesses, technologies, assets and product lines has been, and is likely to continue to be, intense. As such, even if we are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or because the target chooses to be acquired by another company. Furthermore, in the event that we are able to identify and consummate any future acquisitions, we may, in each of those acquisitions:

• issue equity securities which would dilute current stockholders’ percentage ownership;

• incur substantial debt to finance the acquisition or assume substantial debt in the acquisition;

• incur significant acquisition-related expenses;

• assume substantial liabilities, contingent or otherwise; or

• expend significant cash.

These financing activities or expenditures could harm our operating results, cash flows and financial condition or the price of our common stock. Alternatively, due to difficulties in the capital or credit markets, we may be unable to secure capital on reasonable terms, or at all, necessary to complete an acquisition.

A significant disruption in service on our website or of our mobile applications could damage our reputation and result in a loss of users of our products and of advertisers, which could harm our business, operating results, and financial condition.

Our brand, reputation, and ability to attract users and advertisers depend on the reliable performance of our network infrastructure and content delivery. We may experience significant interruptions with our systems in the future. Interruptions in these systems, whether due to system failures, computer viruses, or physical or electronic break-ins, could affect the security or availability of our products on our website and mobile applications, and prevent or inhibit the ability of users to access our products. Problems with the reliability or security of our systems could harm our reputation, result in a loss of users of our products and of advertisers, and result in additional costs.

Substantially all of the communications, network, and computer hardware used to operate our website and mobile applications is located at a single colocation facility in Santa Clara, California. While we have made investments to back up our system in the event of a disruption involving this facility, our systems are not fully redundant. In addition, we do not own or control the operation of this facility. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes, and similar events. The occurrence of any of these events could result in damage to our systems and hardware or could cause them to fail.

Problems faced by our third-party web hosting providers could adversely affect the experience of our users. Our third-party web hosting providers could close their facilities without adequate notice. Any financial difficulties, up to and including bankruptcy, faced by our third-party web hosting providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party web hosting providers are unable to keep up with our growing capacity needs, our business could be harmed.

Any errors, defects, disruptions, or other performance or reliability problems with our network operations could cause interruptions in access to our products as well as delays and additional expense in arranging new facilities and services and could harm our reputation, business, operating results, and financial condition.

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Our failure to protect confidential information of our users against security breaches could damage our reputation and brand and harm our business and operating results.

We maintain sensitive information provided by users and advertisers. We rely on encryption and authentication technology licensed from third parties to effect secure transmission of confidential information, including personally identifiable information and credit card numbers. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches. If we are unable to maintain the security of confidential information that is provided to us by our users, our reputation and brand could be harmed and we may be exposed to a risk of loss or litigation and possible liability, any of which could harm our business and operating results.

Failure to adequately protect our intellectual property could harm our business and operating results.

Our business depends on our intellectual property, the protection of which is crucial to the success of our business. We rely on a combination of patent, trademark, trade secret, and copyright law and contractual restrictions to protect our intellectual property. In addition, we attempt to protect our intellectual property, technology, and confidential information by requiring our employees and consultants to enter into confidentiality and assignment of inventions agreements and third parties to enter into nondisclosure agreements. These agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property, or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property, or technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our website features, software, and functionality or obtain and use information that we consider proprietary.

We have registered “Trulia” as a trademark in the United States, the European Union and Canada. Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the term “Trulia.”

We currently hold the “Trulia.com” Internet domain name and various other related domain names. The regulation of domain names in the United States is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain all domain names that use the name Trulia.

Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights, to protect our patent rights, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources, which could harm our business and operating results.

Intellectual property infringement assertions by third parties could result in significant costs and harm our business and operating results.

Other parties have asserted, and may in the future assert, that we have infringed their intellectual property rights. Such litigation may involve patent holding companies or other adverse patent owners who have no relevant product revenue, and therefore our own issued and pending patents may provide little or no deterrence. We could also be required to pay damages in an unspecified amount. For example, in September 2011, we entered into a settlement agreement with CIVIX-DDI LLC, or CIVIX, relating to a claim by CIVIX that we infringed two CIVIX patents relating to searching and locating real estate. Under the settlement agreement, we agreed to pay CIVIX to settle the litigation.

In addition, on September 12, 2012, Zillow, Inc., or Zillow, filed a lawsuit against us in the United States District Court for the Western District of Washington, alleging that we infringe on one U.S. patent held by it. The lawsuit alleges that one component of ourTrulia Estimates feature infringes upon Zillow’s patent insofar asTrulia Estimates allows homeowners to claim their homes and provide additional information about the properties, which enables us to update the valuation estimates for such properties. We started offering ourTrulia Estimates feature in 2011. Zillow is seeking a permanent injunction against the alleged infringement, compensatory damages, and attorneys’ fees. We filed a renewed motion to dismiss Zillow’s complaint on July 19, 2013.

The foregoing litigation matter could cause us to incur significant expenses and costs. In addition, the outcome of any litigation is inherently unpredictable, and as a result of this litigation matter, we may be required to pay damages, an injunction may be entered against us that requires us to change certain features in our marketplace, or a license or other right to continue to deliver an unmodified version of such features may not be made available to us at all or may require us to pay ongoing royalties and comply with unfavorable terms. Any of these outcomes could harm our business. Even if we were to prevail, this litigation matter could be costly and time-consuming, could divert the attention of our management and key personnel from our business operations, and may discourage consumers, real estate professionals, and advertisers from using our marketplace.

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From time to time, we also have other claims brought against us by third parties alleging infringement of their intellectual property. We cannot predict whether other assertions of third-party intellectual property rights or claims arising from such assertions will substantially harm our business and operating results. The defense of these claims and any future infringement claims, whether they are with or without merit or are determined in our favor, may result in costly litigation and diversion of technical and management personnel. Furthermore, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s patent or copyright rights; cease making, licensing or using products that are alleged to incorporate the intellectual property of others; expend additional development resources to redesign our products; and enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies. Royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, or at all. In any event, we may need to license intellectual property which would require us to pay royalties or make one-time payments. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, the time and resources necessary to resolve them could harm our business, operating results, financial condition, and reputation.

Valuation and other proprietary data may be subject to disputes.

We provide data that is relevant to the decision to purchase a home and some of this data is subject to revision, interpretation, or dispute. For example, ourTrulia Estimates tool provides users with home valuations and is based on algorithms we have developed to analyze third-party data. We revise our algorithms regularly, which may cause valuations to differ from those previously provided. Consumers and real estate professionals sometimes disagree with our estimates. Any such variation in or disagreements about the estimates that we present could result in negative user feedback, harm our reputation, or lead to legal disputes.

We are subject to payments-related risks.

We accept payments using a variety of methods, including credit and debit cards. For certain payment methods, including credit and debit cards, we pay bank interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We rely on third parties to provide payment processing services, including the processing of credit and debit cards, and our business would be disrupted if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, and our business and operating results could be adversely affected.

Our business is subject to a variety of state and federal laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

We are subject to a variety of federal and state laws, including laws regarding data retention, privacy, and consumer protection, that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. In addition, regulatory authorities are considering a number of legislative and regulatory proposals concerning data protection and other matters that may be applicable to our business. Changes to existing laws or regulations or the adoption of new laws or regulations could negatively affect our business. It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject.

If we are unable to implement and maintain effective internal control over financial reporting in the future, the accuracy, and timeliness of our financial reporting may be adversely affected.

The Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. If we are not able to comply with the requirements of the Sarbanes-Oxley Act in a timely manner, the market price of our stock could decline and we could be subject to sanctions or investigations by the New York Stock Exchange, the SEC or other regulatory authorities, which would require additional financial and management resources. In connection with the audit of our financial statements for 2009, 2010, and 2011, we identified a material weakness in the design and operating effectiveness of our internal control over financial reporting that was the result of a lack of a sufficient number of qualified personnel within our accounting department that possessed an appropriate level of expertise to perform certain accounting functions. A material weakness is a deficiency, or a combination of deficiencies, that creates a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

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Although we have remediated this material weakness, we cannot assure you that there will not be material weaknesses in our internal control over financial reporting in the future.

We have not performed an evaluation of our internal control over financial reporting, such as required by Section 404 of the Sarbanes-Oxley Act, nor have we engaged our independent registered public accounting firm to perform an audit of our internal control over financial reporting as of any balance sheet date or for any period reported in our financial statements. Had we performed such an evaluation or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, control deficiencies, including material weaknesses and significant deficiencies in addition to those discussed above, may have been identified. In addition, we are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, and as such we may elect to avail ourselves of the exemption from the requirement that our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until we cease to be an “emerging growth company.” See “—We are an ‘emerging growth company,’ and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors,” for additional risks relating to our “emerging growth company” status.

If we are unable to maintain effective internal control over financial reporting to meet the demands placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or report them within the timeframes required by law or exchange regulations.

Complying with the laws and regulations affecting public companies has increased and may continue to increase our costs and the demands on management and could harm our operating results.

As a public company, we have incurred and expect to continue to incur significant legal, accounting, and other expenses. In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and the New York Stock Exchange impose various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel have devoted and will need to continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased and will continue to increase our legal, accounting, and financial compliance costs and have made and will continue to make some activities more time-consuming and costly. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers.

In addition, the Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, beginning with the year ending December 31, 2013, we will need to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, or Section 404. As an “emerging growth company” we may elect to avail ourselves of the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. However, we may no longer avail ourselves of this exemption when we cease to be an “emerging growth company” and, when our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting, the cost of our compliance with Section 404 will correspondingly increase. Our compliance with applicable provisions of Section 404 will require that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Furthermore, investor perceptions of our company may suffer if deficiencies are found, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting, or financial results and could result in an adverse opinion on internal control from our independent registered public accounting firm.

We are an “emerging growth company,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being

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required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” until December 31, 2017; however, if we have more than $1.0 billion in annual revenue, if the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of any year, or we issue more than $1.0 billion of non-convertible debt over a three-year period before the end of that five-year period, we would cease to be an “emerging growth company” as of the following December 31. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the Jumpstart Our Business Startups Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We have pledged substantially all of our assets to secure indebtedness.

On September 15, 2011, we entered into a loan and security agreement with Hercules Technology Growth Capital, Inc., or Hercules, providing for a secured term loan facility, or the credit facility, in an aggregate principal amount of up to $20.0 million to be used for general business purposes. Indebtedness we incur under this agreement is secured by substantially all of our assets. This agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, incur additional indebtedness, grant liens, make investments, repurchase stock, pay dividends, transfer assets, merge or consolidate, and make acquisitions. In May 2012, we failed to comply with the covenant that required delivery of audited financial statements for the year ended December 31, 2011 within the time period set forth in the credit facility. Hercules granted a waiver arising from our failure to comply with this reporting covenant. If we default on our obligations under this agreement, Hercules may foreclose on our assets to repay our outstanding obligations to Hercules, which would materially and adversely impact our business. As of June 30, 2013, we had drawn $10.0 million in term loans under the credit facility, and the drawdown period for the remaining $10.0 million expired on December 31, 2012. If we default on payments due pursuant to the credit facility and are forced to sell assets to satisfy these obligations, our business would be materially and adversely affected.

Our operating results may be harmed if we are required to collect sales taxes for our products.

There is general uncertainty in the industry about the obligation of Internet-based businesses to collect and remit sales taxes in jurisdictions where their commerce is solely virtual. In the current climate, it is possible that one or more states or countries could seek to impose sales or other tax collection obligations on us or our subscribers with regards to our products, which taxes may be applicable to past sales. A successful assertion that we should be collecting additional sales or other taxes on our products could result in substantial tax liabilities for past sales, discourage subscribers from purchasing our products, or otherwise harm our business and operating results.

If we fail to expand effectively into adjacent markets, our growth prospects could be harmed.

We intend to expand our operations into adjacent markets, such as rentals, mortgages, and home improvement, and into international geographies. We may incur losses or otherwise fail to enter these markets successfully. Our expansion into these markets will place us in competitive environments with which we are unfamiliar and involves various risks, including the need to invest significant resources and the possibility that returns on such investments will not be achieved for several years, or at all. In attempting to establish a presence in new markets, we expect to incur significant expenses and face various other challenges, such as expanding our sales force and management personnel to cover these markets. For example, in September 2012, we introduced a mortgage product through which we provide real-time mortgage quotes to our users. We currently obtain mortgage quotes from a single third party partner. While the third party partner is obligated under our agreement to continue to provide real-time mortgage quotes and to support us until October 2014, we cannot guarantee that we will be able to continue to obtain mortgage quotes from this third party partner beyond October 2014. If we are unable to add additional real-time mortgage quote providers, find replacement real-time mortgage quote providers on similar or better terms or we are unable to integrate with other providers, our expansion into the mortgage market will be hindered and our business and operating results may suffer.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing products, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt

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financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities or if we issue equity securities as consideration in a merger or acquisition, our existing stockholders could suffer significant ownership dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. We expect to issue approximately 4.3 million shares of our common stock and to pay approximately $167 million in cash to shareholders of Market Leader in connection with our proposed acquisition of Market Leader. Payment of the cash and equity consideration at closing will reduce capital on hand to support business growth and result in significant dilution to our existing stockholders. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed.

Risks Related to Ownership of Our Common Stock

Our actual operating results may differ significantly from our guidance.

From time to time, we have released, and may continue to release guidance in our quarterly earnings conference call, quarterly earnings releases, or otherwise, regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which includes forward-looking statements, has been and will be based on projections prepared by our management. These projections are not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our registered public accountants nor any other independent expert or outside party compiles or examines the projections. Accordingly, no such person expresses any opinion or any other form of assurance with respect to the projections.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We intend to state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to imply that actual results could not fall outside of the suggested ranges. The principal reason that we release guidance is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such third parties.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results may vary from our guidance and the variations may be material. In light of the foregoing, investors are urged not to rely upon our guidance in making an investment decision regarding our common stock.

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section in this Quarterly Report on Form 10-Q could result in the actual operating results being different from our guidance, and the differences may be adverse and material.

The price of our common stock may be volatile, and you could lose all or part of your investment.

The trading price of our common stock has fluctuated and may continue to fluctuate substantially. Since shares of our common stock were sold in our initial public offering, or the IPO, in September 2012 at a price of $17.00 per share, the reported high and low sales prices of our common stock have ranged from $14.69 to $45.67 through August 5, 2013. The trading price of our common stock depends on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock since you might be unable to sell your shares at or above the price you paid. Factors that could cause fluctuations in the trading price of our common stock include the following:

• price and volume fluctuations in the overall stock market from time to time;

• volatility in the market prices and trading volumes of high technology stocks;

• changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

• sales of shares of our common stock by us or our stockholders;

• failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

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• the financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections;

• announcements by us or our competitors of new products;

• the public’s reaction to our press releases, other public announcements, and filings with the SEC;

• rumors and market speculation involving us or other companies in our industry;

• actual or anticipated changes in our operating results or fluctuations in our operating results;

• actual or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally;

• litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

• developments or disputes concerning our intellectual property or other proprietary rights;

• announced or completed acquisitions of businesses or technologies by us or our competitors;

• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

• changes in accounting standards, policies, guidelines, interpretations, or principles;

• any significant change in our management;

• conditions in the real estate industry or changes in mortgage interest rates; and

• general economic conditions and slow or negative growth of our markets.

In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Future sales of shares by existing stockholders could cause our stock price to decline.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market, particularly sales by our directors, executive officers, employees and significant stockholders, and the perception that these sales could occur may also depress the market price of our common stock. As of June 30, 2013, we had 32,285,610 shares of common stock outstanding.

As of June 30, 2013 an aggregate of 3,372,377 shares are entitled, under contracts providing for registration rights, to require us to register shares of our common stock owned by them for public sale in the United States. In addition, we filed a registration statement to register the approximately 6,112,904 shares reserved for future issuance under our equity compensation plans. Subject to the satisfaction of applicable exercise periods, the shares of common stock issued upon exercise of outstanding options will be available for immediate resale in the United States in the open market.

Substantial sales of our common stock may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to fall and make it more difficult for you to sell shares of our common stock.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our certificate of incorporation, bylaws, and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

• providing for a classified board of directors whose members serve staggered three-year terms;

• authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;

• limiting the liability of, and providing indemnification to, our directors and officers;

• limiting the ability of our stockholders to call and bring business before special meetings;

• requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;

• controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; and

• providing our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

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These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

Any provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock has been and may continue to be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If any of the analysts who covers us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who covers us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We do not expect to declare any dividends in the foreseeable future.

We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. In addition, the terms of our credit facility currently prohibit us from paying cash dividends on our capital stock. Consequently, investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

a) Sales of Unregistered Securities

From January 1, 2013 to June 30, 2013, we issued 39,025 shares of common stock pursuant to the cashless net exercise of a warrant to purchase our common stock without registration under the Securities Act. The shares of common stock issued pursuant to the cashless net exercise of the warrant were not registered under the Securities Act in reliance upon an exemption from registration available under Section 4(2) of the Securities Act.

(b) Use of Proceeds

On September 25, 2012, we closed our IPO pursuant to which we sold 5,900,000 shares of our common stock, which includes 900,000 shares sold pursuant to the exercise by the underwriters of an over-allotment option, at a public offering price of $17.00 per share, resulting in net proceeds to us of $89.4 million, after deducting underwriting discounts and commissions and offering expenses payable by us. In addition, another 1,000,000 shares were sold by certain selling stockholders. We did not receive any proceeds from sales by the selling stockholders. J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Needham & Company, LLC, and William Blair & Company, L.L.C acted as underwriters. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates. We maintain the funds received in cash and cash equivalents. There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission on September 19, 2012.

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On March 20, 2013, we closed our follow-on public offering pursuant to which we sold 4,025,000 shares of our common stock, which includes 525,000 shares sold pursuant to the exercise by the underwriters of an over-allotment option, at a public offering price of $29.75 per share, resulting in net proceeds to us of $113.0 million, after deducting underwriting discounts and commissions and offering expenses payable by us. In addition, another 3,117,311 shares were sold by certain selling stockholders, which includes 406,606 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares. We did not receive any proceeds from sales by the selling stockholders. Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Needham & Company, LLC, and William Blair & Company, L.L.C acted as underwriters. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates. We maintain the funds received in cash and cash equivalents. There has been no material change in the planned use of proceeds from our secondary public offering as described in our final prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission on March 15, 2013. From the effective date of the registration statement through June 30, 2013, we have used the net proceeds of the offering for working capital purposes and other general corporate purposes.

c) Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

Not applicable

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Matters.

Not applicable

Item 6. Exhibits

The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Trulia, Inc.
Date: August 12, 2013		/S/ PETER FLINT
		Peter Flint
		Chief Executive Officer and Director (Principal Executive Officer)
Date: August 12, 2013		/S/ PRASHANT “SEAN” AGGARWAL
		Prashant “Sean” Aggarwal
		Chief Financial Officer (Principal Accounting and Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description
10.1	2012 Equity Incentive Plan (as amended and restated)
10.2	Agreement and Plan of Merger (incorporated by reference, file no. 001-35650, exhibit 2.01, May 8, 2013)
31.1*	Certification of Peter Flint, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Prashant “Sean” Aggarwal, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Peter Flint, Chief Executive Officer, and Prashant “Sean” Aggarwal, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Taxonomy Extension Schema Document.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to liability under these Sections.

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