Filed by Trulia, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Market Leader, Inc.
Commission File No.: 000-51032
|
|
|
| ||||
truliaR
Investor Presentation
May 2013
Important Information
This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Trulia’s expectations, strategy, plans or intentions. Trulia’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including but not limited to: the risk that Market Leader shareholders may fail to adopt the merger agreement; the risk that required governmental approvals for the merger will not be obtained; the risk that Trulia and Market Leader will be unable to consummate the merger on the terms set forth in the merger agreement for any reason; the risk that the businesses will not be integrated successfully; the risk that synergies will not be realized or realized to the extent anticipated; the risk that Trulia following merger will not realize on its financing or operating strategies; the risk that litigation in respect of either company or the merger could arise; and the risk that disruption caused by the merger that make it difficult to maintain certain strategic relationships.
The forward-looking statements contained in this presentation are also subject to other risks and uncertainties, including those more fully described in Trulia’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission on March 4, 2013 and those that will be discussed in the Registration Statement on Form S-4 to be filed by Trulia with the Securities and Exchange Commission at a future date. The forward-looking statements in this presentation are based on information available to Trulia as of the date hereof, and Trulia disclaims any obligation to update any forward-looking statements, except as required by law.
This presentation is being made in respect of a proposed business combination involving Trulia and Market Leader. In connection with the proposed transaction, Trulia will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that includes the preliminary proxy statement of Market Leader and that will also constitute a prospectus of Trulia. The information in the preliminary proxy statement/prospectus is not complete and may be changed. Trulia may not sell the common stock referenced in the preliminary proxy statement/prospectus until the Registration Statement on Form S-4 filed with the Securities and Exchange Commission becomes effective. The preliminary proxy statement/prospectus and this presentation are not offers to sell Trulia securities and are not soliciting an offer to buy Trulia securities in any state where the offer and sale is not permitted.
The definitive proxy statement/prospectus will be mailed to shareholders of Market Leader . TRULIA AND MARKET LEADER URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement on Form S-4 and proxy statement/prospectus (when available) and other documents filed with the Securities and Exchange Commission by Trulia through the web site maintained by the Securities and Exchange Commission at www.sec.gov. Free copies of the Registration Statement on Form S-4 and definitive proxy statement/prospectus (when available) and other documents filed with the Securities and Exchange Commission can also be obtained on Trulia’s website at www.trulia.com.
Trulia, Market Leader and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding these persons who may, under the rules of the Securities and Exchange Commission, be considered participants in the solicitation of Market Leader shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus described above when it is filed with the Securities and Exchange Commission. Additional information regarding Trulia’s executive officers and directors is included in Trulia’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 29, 2013, and additional information regarding Market Leader’s executive officers and directors is included in Market Leader’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 15, 2013. You can obtain free copies of these documents from Trulia or Market Leader using the contact information above.
This presentation also contains Adjusted EBITDA of Market Leader, which is a non-GAAP financial measure. Market Leader defines Adjusted EBITDA as net loss available to shareholders adjusted to exclude other income/(expense), depreciation and amortization, loss on asset disposition, contract termination charges, net loss attributable to noncontrolling interest and stock-based compensation. Adjusted EBITDA excludes these items as they are often excluded by other companies to help investors understand the operational performance of their business, and in the case of stock-based compensation, can be difficult to predict. Trulia and Market Leader believe these adjustments provide useful comparative information to investors.
Trulia and Market Leader also consider this non-GAAP financial measure to be important because it provides a useful measure of the operating performance of Market Leader and is used by Trulia and Market Leader’s management for that purpose. In addition, investors often use similar measures to evaluate the operating performance of a company. Non-GAAP results are presented for supplemental informational purposes only for understanding Market Leader’s operating results. The non-GAAP results should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non- GAAP measures used by other companies. A reconciliation of Adjusted EBITDA to net loss is available in the Appendix to this presentation.
trulia Copyright Trulia, Inc. 2013 2
Transaction summary
Purchase price $355 million in aggregate (implied per share price of $11.33)1
Premium to close on May 7 18%
Consideration $6.00 per share in cash and 0.1553 Trulia shares per Market Leader share
Source of cash proceeds Existing cash on balance sheet
Expected closing Q3 2013
Key conditions to closing Subject to Market Leader shareholder and regulatory approval
Trulia shareholder vote not required
Management Retaining the entire Market Leader team, including CEO Ian Morris
1 Based on Trulia closing share price of $34.34 as of May 7, 2013
trulia Copyright Trulia, Inc. 2013 3
Comprehensive platform for consumers and the real estate industry
trulia
Leading marketplace
+
market leaderR
Leading SaaS
operating system
trulia Copyright Trulia, Inc. 2013 4
Overview of Market Leader
Business • Leading SaaS operating system for the real estate industry
• 135k software licensees1
Scale • 23k premium subscribers1
• $45mm of revenue in 2012, growing 32% YoY
• Headquarters in Seattle, WA
Profile • ~285 employees
• Listed on NASDAQ under ticker “LEDR”
1 As of Q1 2013
trulia Copyright Trulia, Inc. 2013 5
The industry’s leading SaaS operating system
Enterprise management
Business reporting
Multi-channel marketing
Virtual tour
Analytics
& Insights
Mobile CRM
CRM
Websites
trulia Copyright Trulia, Inc. 2013 6
Highly fragmented industry
trulia Copyright Trulia, Inc. 2013 7
The leading comprehensive SaaS operating system
market leaderR ZillowR
Websites
CRM
Mobile CRM
Analytics & Insights
Virtual tour
Multi-channel marketing
Business reporting
Enterprise management
trulia Copyright Trulia, Inc. 2013 8
Market Leader has broad reach
Total software licensees
(Thousands)
Y-o-Y growth %
122%
107
26%
135
Q1’12
Q1’13
Total premium subscribers
(Thousands)
Y-o-Y
growth %
42%
15
46%
23
Q1’12
Q1’13
trulia Copyright Trulia, Inc. 2013 9
Strong growth and scale
Revenue
($ Millions)
Y-o-Y growth %
$45mm in 2012
41%
10
33%
11
30%
12
27%
12
Q1’12 Q2’12 Q3’12 Q4’12
Adj. EBITDA
($ Millions)
-0.4
-4%
2%
0.3
8%
0.9
8%
0.9
Q1’12 Q2’12 Q3’12 Q4’12
trulia Copyright Trulia, Inc. 2013 10
Transaction rationale
Strategic Combining the industry’s leading marketplace with the industry’s leading SaaS operating system
Operational Integration of complementary assets:
Customers, products, go-to-market
Financial Compelling pro forma financial profile
Leading end-to-end platform for the real estate industry
trulia
Marketing solutions critical to drive leads
Marketing
Operating system
market leaderR
Software solutions critical for daily workflow
trulia Copyright Trulia, Inc. 2013 12
Our end-to-end platform will improve ROI for subscribers
trulia
market leader
Marketing solutions to generate leads
Software solutions to manage leads
$$$
Build brand
Engage consumers
Generate leads
Manage prospects
Increase conversion
Gain visibility on spend to sale
trulia Copyright Trulia, Inc. 2013 13
Case study: Market Leader’s franchise customer
Transactions per agent
3
Base customers
13
Premium customers
Productivity growth
2011
8%
Other national franchises
17%
Market Leader’s franchise customer
trulia Copyright Trulia, Inc. 2013 14
Transaction rationale
Strategic
Operational Integration of complementary assets:
Customers, products, go-to-market
Financial
Complementary channel strategy
trulia
Franchisors
Brokers
Agents
market leader
trulia Copyright Trulia, Inc. 2013 16
Complementary product sets
Buy Rent Advice Local Info Mortgage Find a Pro For Pros Add a Listing
Trulia Search by address, neighborhood, or city
Agent Dashboard
Performance
624 Contacts
31% Open rate
49% Follow-up rating
3 Mktg emails sent this month
Contacts on campaigns
51% 30%
Your Database Your Brokerage
Marketing Activity
1000
500
0
Jan Feb Mar Apr
Home Listing Alerts Local Newsletter
Email Campaigns Direct Mail
Julia Sydney Leads 5 Listings
Hot Prospects
Patricia Stevens
Re: 123 Main St, San Fran... (2)
Moving in 6 mo, pre-qualified
Jennifer Barnes
New Lead
Sloan McKinney
Re: Searching in 6 mo, pre-qualified
Contacts
158
Prospecting
106
Active
122
Buying
124
Inactive
Performance
624 Contacts
31% Open rate
49% Follow-up rating
3 Mktg emails sent this month
Contacts on campaigns
51%
Your Database
30%
Your Brokerage
trulia Copyright Trulia, Inc. 2013 17
Significant sales coverage
Seattle
100
San Francisco
50
Denver
150
trulia Copyright Trulia, Inc. 2013 18
Transaction rationale
Strategic
Operational
Financial Compelling pro forma financial profile
Significant incremental revenue
Cross sell Accelerate customer and revenue growth
Product integration Increase customer delight and deepen engagement
$15M of annual incremental revenue by year 3
trulia Copyright Trulia, Inc. 2013 20
Increased scale
Total premium subscribers
Thousands, Q1 2013, Pro forma
28
trulia
~46
23
~20% overlap
28
trulia
+
market leader.
Total revenue1
$ millions, 2012A
$68
trulia
$113
$45
trulia
+
market leader.
1 Standalone Trulia 2012A revenue + Market Leader 2012A revenue shown
trulia Copyright Trulia, Inc. 2013 21
Transaction rationale
Strategic Combining the industry’s leading marketplace with the industry’s leading SaaS operating system
Operational Integration of complementary assets:
Customers, products, go-to-market
Financial Compelling pro forma financial profile
truliaR
Investor Presentation
May 2013
Appendix
Reconciliation of Market Leader’s Adjusted EBITDA
(000s) Q1’12 Q2’12 Q3’12 Q4’12
Net loss attributable to Market Leader $(2,522) $(2,146) $(1,943) $(1,173)
Non-GAAP adjustments:
Interest income, net (9) (8) (7) (8)
Depreciation and amortization of property and equipment 644 768 754 735
Amortization of intangible assets 823 836 849 811
Stock-based compensation 633 802 1,274 540
Income tax expense (benefit) 28 8 10 8
Adjusted EBITDA $(403) $260 $937 $913
trulia Copyright Trulia, Inc. 2013 25