TRULIA, INC.
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| | Three Months Ended Sept 30, | | | Nine Months Ended Sept 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues | | | 40,283 | | | $ | 18,544 | | | | 93,998 | | | $ | 47,531 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of revenues (exclusive of amortization of product development cost) | | | 6,069 | | | | 2,615 | | | | 13,694 | | | | 7,308 | |
Technology and development | | | 10,058 | | | | 5,235 | | | | 21,484 | | | | 15,140 | |
Sales and marketing | | | 20,189 | | | | 8,441 | | | | 45,785 | | | | 23,638 | |
General and administrative | | | 9,826 | | | | 3,631 | | | | 20,568 | | | | 9,656 | |
Acquisition related costs | | | 4,060 | | | | — | | | | 6,065 | | | | — | |
| | | | | | | | | | | | | | | | |
Total costs and expenses | | | 50,202 | | | | 19,922 | | | | 107,596 | | | | 55,742 | |
Loss from operations | | | (9,919 | ) | | | (1,378 | ) | | | (13,598 | ) | | | (8,211 | ) |
Interest income | | | 33 | | | | 3 | | | | 112 | | | | 10 | |
Interest expense | | | (203 | ) | | | (268 | ) | | | (655 | ) | | | (759 | ) |
Change in fair value of warrant liability | | | — | | | | (46 | ) | | | — | | | | (369 | ) |
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Loss before provision for income taxes | | | (10,089 | ) | | | (1,689 | ) | | | (14,141 | ) | | | (9,329 | ) |
Income tax benefit | | | 7,869 | | | | — | | | | 7,529 | | | | — | |
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Net loss attributable to common stockholders | | $ | (2,220 | ) | | $ | (1,689 | ) | | $ | (6,612 | ) | | $ | (9,329 | ) |
Net loss per share attributable to common stockholders, basic and diluted | | $ | (0.06 | ) | | $ | (0.19 | ) | | $ | (0.21 | ) | | $ | (1.23 | ) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | | 34,557,842 | | | | 8,805,722 | | | | 31,734,356 | | | | 7,572,902 | |
Reconciliation to adjusted net income (loss) and adjusted net income (loss) per share attributable to common stockholders, basic and diluted, adjusted for stock-based compensation and acquisition related costs: | | | | | | | | | | | | | | | | |
Net loss attributable to common stockholders | | | (2,220 | ) | | | (1,689 | ) | | | (6,612 | ) | | | (9,329 | ) |
Stock-based compensation (Note A) | | | 7,290 | | | | 793 | | | | 10,668 | | | | 1,809 | |
Acquisition related costs | | | 4,060 | | | | — | | | | 6,065 | | | | — | |
| | | | | | | | | | | | | | | | |
Adjusted net income (loss) per share attributable to common stockholders | | $ | 9,130 | | | $ | (896 | ) | | $ | 10,121 | | | $ | (7,520 | ) |
Adjusted net income (loss) per share attributable to common stockholders, basic | | | 0.26 | | | | (0.10 | ) | | | 0.32 | | | | (0.99 | ) |
Adjusted net income (loss) per share attributable to common stockholders, diluted | | | 0.24 | | | | (0.10 | ) | | | 0.30 | | | | (0.99 | ) |
Weighted average shares used in computing net income/(loss) per share attributable to common stockholders, diluted | | | 37,427,935 | | | | 8,805,722 | | | | 34,297,275 | | | | 7,572,902 | |
Reconciliation to Adjusted EBITDA: | | | | | | | | | | | | | | | | |
Net loss attributable to common stockholders | | $ | (2,220 | ) | | $ | (1,689 | ) | | $ | (6,612 | ) | | $ | (9,329 | ) |
Non-GAAP adjustments: | | | | | | | | | | | | | | | | |
Interest income | | | (33 | ) | | | (3 | ) | | | (112 | ) | | | (10 | ) |
Interest expense | | | 203 | | | | 268 | | | | 655 | | | | 759 | |
Depreciation and amortization | | | 3,380 | | | | 886 | | | | 6,288 | | | | 2,472 | |
Change in fair value of warrant liability | | | — | | | | 46 | | | | — | | | | 369 | |
Income taxes | | | (7,869 | ) | | | — | | | | (7,529 | ) | | | — | |
Stock-based compensation (Note A) | | | 7,290 | | | | 793 | | | | 10,668 | | | | 1,809 | |
Acquisition related costs | | | 4,060 | | | | — | | | | 6,065 | | | | — | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 4,811 | | | $ | 301 | | | $ | 9,423 | | | $ | (3,930 | ) |
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Reconciliaton to pro forma net loss and Adjusted EBITDA, assuming a full quarter contribution from Market Leader: | | | | | | | | | | | | | | | | |
Net loss attributable to common stockholders | | $ | (2,220 | ) | | | | | | | | | | | | |
Market Leader net loss in Q3’13 pre-acquisition period | | | (8,948 | ) | | | | | | | | | | | | |
Additional pro forma amortization | | | (1,655 | ) | | | | | | | | | | | | |
Additional pro forma stock-based compensation | | | (1,780 | ) | | | | | | | | | | | | |
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Pro forma net loss | | $ | (14,603 | ) | | | | | | | | | | | | |
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Reconciliation to Adjusted EBITDA: | | | | | | | | | | | | | | | | |
Non-GAAP adjustments: | | | | | | | | | | | | | | | | |
Interest income | | | (35 | ) | | | | | | | | | | | | |
Interest expense | | | 203 | | | | | | | | | | | | | |
Depreciation and amortization | | | 2,089 | | | | | | | | | | | | | |
Change in fair value of warrant liability | | | 3,814 | | | | | | | | | | | | | |
Income taxes | | | (7,869 | ) | | | | | | | | | | | | |
Stock-based compensation (Note A) | | | 11,486 | | | | | | | | | | | | | |
Acquisition related costs | | | 10,623 | | | | | | | | | | | | | |
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Adjusted EBITDA | | $ | 5,708 | | | | | | | | | | | | | |
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| | Sept 30, 2013 | | | December 31, 2012 | |
ASSETS | | | | | | | | |
CURRENT ASSETS | | | | | | | | |
Cash and cash equivalents | | $ | 43,417 | | | $ | 100,017 | |
Accounts receivable | | | 13,679 | | | | 6,095 | |
Prepaid expenses and other current assets | | | 5,853 | | | | 1,413 | |
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Total current assets | | | 62,949 | | | | 107,525 | |
Restricted cash | | | 1,885 | | | | 385 | |
Property and equipment, net | | | 12,524 | | | | 7,069 | |
Intangible assets, net | | | 121,699 | | | | 445 | |
Goodwill | | | 255,904 | | | | 2,155 | |
Other assets | | | 622 | | | | 1,385 | |
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TOTAL ASSETS | | $ | 455,583 | | | $ | 118,964 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Accounts payable | | $ | 1,954 | | | | 525 | |
Accrued liabilities | | | 10,061 | | | | 2,916 | |
Accrued compensation and benefits | | | 10,001 | | | | 4,500 | |
Deferred revenue | | | 12,089 | | | | 13,296 | |
Long-term debt, current portion | | | 3,748 | | | | 2,665 | |
Other current liabilities | | | 601 | | | | 991 | |
| | | | | | | | |
Total current liabilities | | | 38,454 | | | | 24,893 | |
Long-term debt, net of current portion | | | 4,269 | | | | 7,094 | |
Other long-term liabilities | | | 1,551 | | | | 443 | |
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Total liabilities | | | 44,274 | | | | 32,430 | |
Total stockholders’ equity | | | 411,309 | | | | 86,534 | |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 455,583 | | | $ | 118,964 | |
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TRULIA, INC.
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| | Nine Months Ended September 30, | |
| | 2013 | | | 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
Net loss | | $ | (6,612 | ) | | $ | (9,329 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 6,288 | | | | 2,472 | |
Stock-based compensation | | | 10,551 | | | | 1,809 | |
Provision for doubtful accounts | | | 325 | | | | 53 | |
Change in fair value of warrant liability | | | — | | | | 369 | |
Increase in stock appreciation rights liability | | | 117 | | | | — | |
Release of valuation allowance | | | (7,923 | ) | | | — | |
Amortization of debt discount | | | 105 | | | | 131 | |
Amortization of debt issue cost | | | 21 | | | | 23 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | (6,961 | ) | | | (2,691 | ) |
Prepaid expenses and other current assets | | | (1,802 | ) | | | (809 | ) |
Other assets | | | — | | | | (533 | ) |
Accounts payable | | | (5,334 | ) | | | (1,061 | ) |
Accrued liabilities | | | 3,609 | | | | 2,385 | |
Accrued compensation and benefits | | | 3,248 | | | | 1,382 | |
Deferred revenue | | | (1,207 | ) | | | 8,416 | |
Other long-term liabilities | | | (184 | ) | | | (265 | ) |
| | | | | | | | |
Net cash used in operating activities | | | (5,759 | ) | | | 2,352 | |
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CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Increase in restricted cash and deposits | | | (1,500 | ) | | | — | |
Decrease in restricted cash and deposits | | | 413 | | | | — | |
Reclass from cash equivalents to short-term investments | | | — | | | | (85 | ) |
Maturities of short-term investments | | | 2,999 | | | | 4,300 | |
Purchases of property and equipment | | | (8,191 | ) | | | (3,387 | ) |
Acquisition, net of cash acquired of $9.7 million in 2013 and $0 in 2012 | | | (160,813 | ) | | | — | |
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Net cash used in investing activities | | | (167,092 | ) | | | 828 | |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from follow-on offering, net of underwriting discounts | | | 114,056 | | | | 93,279 | |
Payments of costs related to public offerings | | | (1,034 | ) | | | (2,401 | ) |
Repayments on long-term debt | | | (1,848 | ) | | | — | |
Value of equity awards withheld for tax liability | | | (201 | ) | | | — | |
Repayments on capital lease liability | | | (167 | ) | | | (250 | ) |
Proceeds from exercise of stock options | | | 5,445 | | | | 741 | |
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Net cash provided by financing activities | | | 116,251 | | | | 91,369 | |
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | (56,600 | ) | | | 94,549 | |
CASH AND CASH EQUIVALENTS — Beginning of period | | | 100,017 | | | | 7,041 | |
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CASH AND CASH EQUIVALENTS — End of period | | $ | 43,417 | | | $ | 101,590 | |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | |
Cash paid for interest | | $ | 544 | | | $ | 586 | |
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Cash paid for income taxes | | $ | 395 | | | $ | 4 | |
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NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | |
Unpaid deferred IPO/follow-on public offering costs | | $ | — | | | $ | 1,431 | |
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Stock-based compensation capitalized in product development costs | | $ | 407 | | | $ | 30 | |
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Conversion of preferred stock warrants to common stock warrants | | $ | — | | | $ | 666 | |
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Purchase of equipment under capital leases | | $ | — | | | $ | 119 | |
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Net change related to purchase of equipment in accounts payable and accrued liabilities | | $ | 136 | | | $ | (90 | ) |
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Release of valuation allowance | | $ | 7,923 | | | $ | — | |
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Shares issued and assumed related to acquisition | | | 5,340,271 | | | | — | |
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