Market Leader, Inc. (NASDAQ: LEDR) today announced continued strong
growth and financial results for the first quarter ended March 31,
2013, following yesterday's announcement of its pending acquisition
by Trulia, Inc. (NYSE: TRLA).
Trulia, a leading online marketplace for homebuyers, sellers,
renters and real estate professionals, announced today that is has
entered into a definitive agreement to acquire Market Leader for
approximately $355 million, or an implied price of $11.33 per share
(based on Trulia's closing share price on Tuesday, May 7, 2013).
Market Leader shareholders will receive $6.00 per share in cash and
0.1553 shares of Trulia's common stock for each share of Market
Leader common stock under the terms of the agreement that was
unanimously approved by the boards of directors of both companies.
The purchase price represents an 18% premium to Market Leader's
closing share price of $9.61 on Tuesday, May 7, 2013.
"We made strong financial progress once again in the first
quarter, with revenue up 27% in this our 13th consecutive quarter
of growth for Market Leader. Now, the combination of Trulia and
Market Leader will give our 135,000 customers an incredible
opportunity to gain access to the millions of transaction-ready
consumers that visit Trulia each month, while providing Trulia
customers with a great opportunity to utilize our industry leading
end-to-end software platform to help them close even more
business," said Market Leader Chief Executive Officer Ian Morris.
"By bringing our two outstanding companies together, we believe we
will establish clear industry leadership, while providing our
collective customers, employees, and shareholders with an immediate
opportunity to capitalize on the tailwinds present in today's real
estate market."
Revenue Growth Continues for 13th Consecutive Quarter
- Revenue increased 27% to $12.9 million from $10.2 million in
the first quarter of 2012.
- Net loss was $2.8 million compared with $2.5 million in the
first quarter of 2012; driven primarily by higher stock-based
compensation.
- Adjusted EBITDA increased to $200,000 from an Adjusted EBITDA
loss of $400,000 in the first quarter of 2012.
- Cash, cash equivalents and short-term investments totaled $22.0
million at March 31.
Strong Results Driven by Increasing Demand for
Real Estate's Leading SaaS Platform Market Leader's revenue
growth has been driven in large part by the success that customers
are experiencing with its software as a service (SaaS) based
products. During the first quarter, demand for Market Leader's
industry leading software products drove some of the most robust
new sales that the company has seen in many years.
These results validate Market Leader's recent strategic
investments in attracting new customers -- investments that are
helping drive strong revenue growth and reinforcing a trend that
Market Leader expects will drive increased sales and penetration of
its premium software products throughout 2013.
Product Enhancements Extend Software
Leadership During 2012, Market Leader extended its already
sizable leadership in real estate software by making numerous
enhancements to its comprehensive SaaS platform. These significant
developments include integration of the industry's leading email
and print marketing suite with its software platform, providing
real estate professionals with a single, fully integrated and
comprehensive solution that includes everything they need to engage
their contacts and close more business.
Market Leader has increased its customer base to 135,000 agents,
from less than 20,000 just two years ago. During this period, the
company has continued to deliver innovative product enhancements
that have created even more value for this rapidly growing base of
customers.
Yesterday, the company released Market Leader Mobile, a
significantly enhanced version of the company's mobile platform,
which will deliver even more value to its customers. With Market
Leader Mobile, customers now have the power of Market Leader's
end-to-end solution right on their mobile device, and can respond
to new leads, search their contact database, email or call
prospects, add contacts to "set it and forget it" marketing
campaigns, and manage upcoming tasks.
This innovative new mobile platform is just the latest in a
steady stream of product enhancements that help make Market
Leader's software the operating system that real estate
professionals use to manage and grow their businesses.
Conference Call Cancelled In light of
yesterday's announcement of the pending transaction with Trulia,
Market Leader has cancelled its scheduled quarterly earnings
conference call. The company plans to file its quarterly report on
Form 10-Q on May 10, 2013.
About Market Leader, Inc. Market Leader,
founded in 1999, provides innovative online technology and
marketing solutions for real estate professionals across the United
States and Canada. The company serves 135,000 real estate agents,
brokerages and franchisors, offering complete end-to-end solutions
that enable them to grow and manage their businesses. Market
Leader's subscription-based real estate marketing software and
services help customers generate a steady stream of prospects, plus
provide the systems and training they need to convert those
prospects into clients. In addition, the company's national
consumer real estate sites, including www.RealEstate.com, give its
customers access to millions of future home buyers and sellers,
while providing consumers with free access to the information they
seek.
For more information on Market Leader visit
www.MarketLeader.com.
For more information about today's announcement of the proposed
acquisition by Trulia, please visit http://ir.trulia.com.
Forward-Looking Statements This 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 Market Leader's anticipated plans, products,
services, and financial 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 Market Leader's expectations, strategy, plans or
intentions. These statements include those regarding the closing of
the merger transaction, the expected timing of the merger
transaction and the potential effects of the merger transaction,
including if it does not close. These statements and, specifically,
statements or predictions about Market Leader's potential market,
product development plans, future financial performance,
strategies, expectations and intentions, including the merger
transaction, are not guarantees of future performance or events and
are subject to certain risks, uncertainties and assumptions that
could cause actual results to differ materially from those
indicated in this release, including: Market Leader's ability to
retain and increase its customer base, including enterprise
customers, to sell premium products to real estate professionals
associated with enterprise customers, to continue to grow revenues,
to respond to competitive threats and real estate market
conditions, to develop new products, to develop new revenue sources
from its RealEstate.com assets, and with respect to the merger
transaction, the ability to obtain regulatory approvals of the
merger transaction on the proposed terms and schedule, the failure
of Market Leader's shareholders to approve the merger transaction,
disruption to our business, including customer, employee and
supplier relationships resulting from the merger transaction, the
effect of the merger transaction on pricing, spending, third-party
relationships and revenues, and other factors described in Market
Leader's most recent Form 10-K filed with the Securities and
Exchange Commission. Given these risks and uncertainties, you
should not place undue reliance on these forward-looking
statements. The forward-looking statements are made as of today's
date and Market Leader assumes no obligation to update any such
statements to reflect events or circumstances after the date
hereof.
Important Additional Information and Where to
Find It This filing is being made in respect of a proposed
business combination involving Trulia and Market Leader. This
communication does not constitute a solicitation of any vote or
approval. 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 will not be 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
filing 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.
Market Leader will mail the definitive proxy
statement/prospectus to each of its shareholders. THE PROXY STATEMENT/PROSPECTUS TO BE FILED WITH THE SEC
RELATED TO THE PROPOSED TRANSACTION WILL CONTAIN IMPORTANT
INFORMATION ABOUT TRULIA, MARKET LEADER, THE PROPOSED TRANSACTION
AND RELATED MATTERS. INVESTORS ARE URGED TO CAREFULLY READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE
SEC (OR INCORPORATED BY REFERENCE INTO THE PROXY
STATEMENT/PROSPECTUS) IN CONNECTION WITH THE PROPOSED MERGER, WHEN
AVAILABLE.
Investors and shareholders will be able to obtain 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 by Market Leader and
Trulia through the web site maintained by the Securities and
Exchange Commission at www.sec.gov. Free copies of the definitive
proxy statement/prospectus (when available) and other documents
filed by Market Leader with the Securities and Exchange Commission
can also be obtained on Market Leader's website at
www.marketleader.com. Free copies of the Registration Statement on
Form S-4 and definitive proxy statement/prospectus (when available)
and other documents filed by Trulia with the Securities and
Exchange Commission can also be obtained on Trulia's website at
www.trulia.com.
Participants in the Acquisition of Market
Leader Market Leader, Trulia 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 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.
Non-GAAP Measure Adjusted EBITDA is a
non-GAAP financial measure provided as a complement to results in
accordance with accounting principles generally accepted in the
United States of America ("GAAP"). Adjusted EBITDA is not a
substitute for measures determined in accordance with GAAP, and may
not be comparable to Adjusted EBITDA as reported by other
companies. Our use of the term "Adjusted EBITDA" refers to a
financial measure defined as earnings or loss before net interest,
income taxes, depreciation, amortization, and stock-based
compensation. We believe Adjusted EBITDA to be relevant and useful
information to our investors as this measure is an integral part of
our internal management reporting and planning process and is the
primary measure used by our management to evaluate operating
performance. Following is the reconciliation of net loss, the most
comparable GAAP measure, to Adjusted EBITDA, for each of the
periods presented (in thousands, unaudited):
Market Leader, Inc.
NON-GAAP FINANCIAL MEASURE AND RECONCILIATION
(In thousands)
(unaudited)
Three months ended March 31,
----------------------------
2013 2012
------------- -------------
Net loss $ (2,781) $ (2,522)
Adjustments:
Stock-based compensation 1,369 633
Depreciation and amortization of property
and equipment 827 644
Amortization of intangible assets 787 823
Other expense 1 19
------------- -------------
Adjusted EBITDA $ 203 $ (403)
============= =============
Market Leader, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
Three months ended March 31,
----------------------------
2013 2012
------------- -------------
Revenues $ 12,924 $ 10,186
Expenses:
Sales and marketing (1) 8,845 7,028
Technology and product development (1) 2,942 2,339
General and administrative (1) 2,303 1,855
Depreciation and amortization of property
and equipment 827 644
Amortization of intangible assets 787 823
------------- -------------
Total expenses 15,704 12,689
------------- -------------
Loss from operations (2,780) (2,503)
Interest income, net 6 9
------------- -------------
Loss before income tax expense (2,774) (2,494)
Income tax expense (benefit) 7 28
------------- -------------
Net loss $ (2,781) $ (2,522)
============= =============
Net loss per share - basic and diluted $ (0.10) $ (0.10)
============= =============
Number of shares used in per share
calculations 26,734 25,447
============= =============
(1) Stock-based compensation is included in the expense line items above in
the following amounts:
------------- -------------
2013 2012
------------- -------------
Sales and marketing $ 373 $ 355
Technology and product development 438 50
General and administrative 558 228
------------- -------------
$ 1,369 $ 633
============= =============
Market Leader, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(unaudited)
March 31, December 31,
------------- -------------
2013 2012
------------- -------------
Assets
Current assets:
Cash and cash equivalents $ 10,982 $ 11,165
Short-term investments 11,007 11,034
Accounts receivable, net of allowance of $41
and $14, respectively 1,053 854
Prepaid expenses and other current assets 1,164 999
------------- -------------
Total current assets 24,206 24,052
Property and equipment, net of accumulated
depreciation of $16,375 and $15,941,
respectively 5,764 5,486
Intangible assets, net of accumulated
amortization of $14,035 and $13,307,
respectively 6,952 7,672
Goodwill 1,861 1,861
------------- -------------
Total assets $ 38,783 $ 39,071
============= =============
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 1,385 $ 978
Accrued compensation and benefits 3,115 3,194
Accrued expenses and other current
liabilities 1,399 1,195
Deferred rent, current portion 109 177
Deferred revenue 1,070 1,126
------------- -------------
Total current liabilities 7,078 6,670
Stock appreciation right liability 1,917 1,044
Other noncurrent liabilities 72 56
------------- -------------
Total liabilities 9,067 7,770
Shareholders' equity:
Preferred stock, par value $0.001 per share,
stated at amounts paid in; authorized
30,000,000 shares; none issued and
outstanding - -
Common stock, par value $0.001 per share,
stated at amounts paid in; authorized
120,000,000 shares; issued and outstanding
26,998,840 and 26,634,447 shares at March
31, 2013 and December 31, 2012,
respectively 79,236 78,040
Accumulated deficit (49,520) (46,739)
------------- -------------
Total shareholders' equity 29,716 31,301
------------- -------------
Total liabilities and shareholders'
equity $ 38,783 $ 39,071
============= =============
Market Leader, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Three months ended March 31,
----------------------------
2013 2012
------------- -------------
Cash flows from operating activities:
Net loss $ (2,781) $ (2,522)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:
Depreciation and amortization of property
and equipment 827 644
Amortization of intangible assets 787 823
Stock-based compensation 1,369 633
Changes in certain assets and liabilities:
Accounts receivable, net of allowance (199) (135)
Prepaid expenses and other current
assets (139) 387
Accounts payable 318 (239)
Accrued compensation and benefits (79) (271)
Accrued expenses and other current
liabilities 199 (797)
Deferred rent (50) (79)
Deferred revenue (56) 247
------------- -------------
Net cash provided by (used in)
operating activities 196 (1,309)
------------- -------------
Cash flows from investing activities:
Purchases of short-term investments (2,999) (2,998)
Sales of short-term investments 3,000 4,958
Purchases of property and equipment (1,042) (1,229)
------------- -------------
Net cash (used in) provided by
investing activities (1,041) 731
------------- -------------
Cash flows from financing activities:
Value of equity awards withheld for tax
liability and award exercises (182) (90)
Proceeds from exercises of stock options 844 259
------------- -------------
Net cash provided by financing
activities 662 169
------------- -------------
Net decrease in cash and cash
equivalents (183) (409)
Cash and cash equivalents at beginning of
period 11,165 7,958
------------- -------------
Cash and cash equivalents at end of period $ 10,982 $ 7,549
============= =============
Investor Contact: Mark Lamb Director of Investor
Relations Market Leader, Inc. 425.952.5801 markl@marketleader.com
Press Contact: Matt Heinz Heinz Marketing for Market Leader,
Inc. 877.291.0006 matt@heinzmarketing.com
Grafico Azioni Market Leader, (MM) (NASDAQ:LEDR)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Market Leader, (MM) (NASDAQ:LEDR)
Storico
Da Mag 2023 a Mag 2024