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Trulia Reports Second Quarter 2014 ResultsSAN FRANCISCO --(Business Wire)-- Trulia, Inc. (NYSE: TRLA), a leading online marketplace for home buyers, sellers, renters and real estate professionals, today announced financial results for the second quarter ended June 30, 2014. "Our business is firing on all cylinders. The focus on a more valuable, more transaction ready consumer paid dividends in Q2, as our marketing campaign accelerated audience growth during the busiest part of the real estate season," said Pete Flint, Chief Executive Officer of Trulia. "I'm tremendously excited about joining forces with Zillow. By working together, we will be able to create even more value for home buyers, sellers, and renters, as well as enable our industry partners to grow their businesses even more efficiently." Key Business Metrics - Second Quarter 2014
Financial Highlights - Second Quarter 2014
Selected Business Highlights
Outlook - Third Quarter 2014 Trulia is providing its outlook for revenue and Adjusted EBITDA for the third quarter of 2014:
Agreement to Combine with Zillow As announced on July 28, 2014, Zillow announced a definitive agreement to acquire Trulia for $3.5 billion in a stock-for-stock transaction. Under the terms of the agreement, Trulia stockholders will receive 0.444 shares of Class A common stock of a newly created holding company for each share of Trulia common stock, and Zillow shareholders will receive one share of Class A or Class B common stock of the newly created holding company for each share of Zillow Class A or Class B common stock, as the case may be. Trulia stockholders will own approximately 33% of the combined company at closing. The value of the deal represents a premium of 25% to Trulia's closing price on July 25, 2014. The transaction is expected to close in 2015, pending the satisfaction of customary closing conditions, including shareholder and regulatory approvals. Conference Call Details The live webcast of the conference call will be available on the Trulia Investor Relations website at http://ir.trulia.com/. A live dial-in will be available at 800-322-2803, or internationally at 617-614-4925, using passcode 48081552. Following the completion of the call, a recorded replay of the webcast will be available on the Trulia Investor Relations website for one year. A telephone replay of the call will be available at 888-286-8010, or internationally at 617-801-6888, using passcode 94526645, until August 7, 2014. Trulia will also release details of its results for the second quarter ended June 30, 2014 via Twitter on Thursday, July 31, at 2 p.m. Pacific Time after the market close. Details of Trulia's quarterly financial results can be viewed on Twitter at hashtag #TRLAearnings. About Trulia, Inc. Trulia (NYSE: TRLA) gives home buyers, sellers, renters and real estate professionals all the tools and valuable information they need to be successful in the home search process. Through its innovative mobile and web products, Trulia provides engaged home buyers and sellers essential information about the house, the neighborhood and the process while connecting them with the right agents. For agents, Trulia, together with its Market Leader subsidiary, provides an end-to-end technology platform that enables them to find and serve clients, create lasting relationships and build their business. Founded in 2005, Trulia is headquartered in San Francisco with offices in New York, Denver and Seattle. Trulia and the Trulia marker logo are registered trademarks of Trulia, Inc. Forward Looking Statements This press release 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 our expectations, strategy, plans or intentions. Forward-looking statements in this press release include, but are not limited to: our expectations regarding our business and marketing plans, including the expectation that more than 57 million unique visitors will to come to Trulia in the month of July; our expectations regarding our revenue and Adjusted EBITDA for the third quarter of 2014 and full year 2014; and our expectations regarding the proposed merger with Zillow. Our 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. These risks include the possibility that we do not effectively execute on our national marketing campaign, and that our national marketing campaign does not increase the number of consumers, subscribers and advertisers on our marketplace; the housing market weakens; consumers, subscribers and advertisers do not continue to use our marketplace; we experience expenses that exceed our expectations; the proposed merger does not close due to the failure to obtain shareholder or regulatory approval or otherwise; and the disruption to our business caused by the merger is greater than expected and makes it difficult to maintain certain strategic relationships. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 that was filed on May 2, 2014. The forward-looking statements in this press release 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. Use of Non-GAAP Financial Measures: Adjusted EBITDA and Adjusted Net Income/(Loss) and Pro Forma Financial Information Trulia's stated results include certain non-GAAP financial measures, including Adjusted EBITDA and adjusted net loss attributable to common stockholders. We define Adjusted EBITDA as net loss attributable to common stockholders adjusted to exclude interest income, interest expense, depreciation and amortization, income taxes, acquisition costs, restructuring costs, and compensation paid in stock. We define adjusted net loss attributable to common stockholders as net loss attributable to common stockholders adjusted to exclude acquisition costs, restructuring costs, and compensation paid in stock. Adjusted EBITDA and adjusted net loss attributable to common stockholders exclude 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 compensation paid in stock, can be difficult to predict. Trulia believes these adjustments provide useful comparative information to investors. Trulia also considers these non-GAAP financial measures to be important because they provide useful measures of the operating performance of Trulia and are used by Trulia'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 Trulia'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 similarly-titled non-GAAP measures used by other companies. For future periods, Trulia is unable to provide a reconciliation of Adjusted EBITDA to net income/(loss) as a result of the uncertainty regarding, and the potential variability of, the amounts of interest income, interest expense, depreciation and amortization, compensation paid in stock, and certain other infrequently occurring items, such as acquisition related costs and restructuring costs, that may be incurred in the future. Additional Information and Where to Find It In connection with the proposed transaction, Zillow and Trulia will file a joint proxy statement/prospectus with the Securities and Exchange Commission, and the new holding company will file a Registration Statement on Form S-4 with the Securities and Exchange Commission. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (when they become available) and other documents filed by Zillow and Trulia at the Securities and Exchange Commission's web site at www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, from Zillow's website, www.zillow.com, under the heading "Investors" in the "About" tab or by contacting Zillow Investor Relations at (206) 470-7137. These documents may also be obtained, without charge, from Trulia's website, www.trulia.com, under the tab "Investor Relations" or by contacting Trulia Investor Relations at (415) 400-7238. Participants in Solicitation The respective directors and executive officers of Zillow and Trulia and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Zillow's directors and executive officers is available in its proxy statement filed with the SEC by Zillow on April 17, 2014, and information regarding Trulia's directors and executive officers is available in its proxy statement filed with the SEC by Trulia on April 22, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above. *Assumes an overlap of approximately 20% between the subscriber bases of Trulia and Market Leader.
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