UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 5, 2010

 

Tree.com, Inc.

(Exact name of registrant as specified in charter)

 

Delaware

 

001-34063

 

26-2414818

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

11115 Rushmore Drive, Charlotte, NC

 

28277

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:   (704) 541-5351

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02.              Results of Operations and Financial Condition.

 

On February 5, 2010, Tree.com, Inc. announced financial results for the fourth quarter ended December 31, 2009.  A copy of the related press release is furnished as Exhibit 99.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit Number

 

Description

 

 

 

99

 

Press Release, dated February 5, 2010, with respect to the Company’s financial results for the fourth quarter ended December 31, 2009

 

2



 

SIGNATURE

 

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

 

Date:  February 5, 2010

 

 

TREE.COM, INC.

 

 

 

 

By:

/S/ MATTHEW PACKEY

 

 

Matthew Packey

 

 

Senior Vice President and Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99

 

Press Release, dated February 5, 2010, with respect to the Company’s financial results for the fourth quarter ended December 31, 2009

 

4


Exhibit 99

 

GRAPHIC

 

TREE.COM REPORTS Q409 RESULTS

 

CHARLOTTE, N.C., Feb 5, 2010 — Tree.com, Inc. (NASDAQ: TREE) today announced Q4 2009 Adjusted EBITDA of $0.4 million, an improvement of $3.9 million over the prior quarter and a $0.6 million decrease from Q408.  Tree’s Q409 revenue, including the impact of loan loss settlements, was $47.8 million, down from $50.7 million in Q309.  Tree reported a GAAP loss, including all settlement, impairment and restructuring charges, of $1.92 per share on a net loss of $21 million.

 

Doug Lebda, Chairman and CEO of Tree.com stated, “Overall, we are pleased with our core business with each of the operating segments reporting positive results for the quarter.  As previously announced, we settled some significant contingencies in the quarter and we are pleased to have those issues behind us.  Looking forward, we are confident in our core business and our new verticals continue to produce solid results.  As a result, we are well poised for 2010 and stand behind our previous guidance.”

 

Tree.com CFO Matt Packey added, “Getting back to positive Adjusted EBITDA was a key step for us.   We wanted to demonstrate that our prior restructurings and current initiatives were indeed working.  Now, when the macro-economic conditions begin to improve, we are positioned to deliver more consistent results.”

 

Tree.com Summary Financial Results

$s in millions (except per share amounts)

 

 

 

 

 

 

 

Q/Q

 

 

 

Y/Y

 

 

 

Q4 2009

 

Q3 2009

 

% Change

 

Q4 2008

 

% Change

 

Revenue

 

$

47.8

 

$

50.7

 

(6

)%

$

48.1

 

(1

)%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue *

 

$

16.5

 

$

18.7

 

(11

)%

$

16.1

 

3

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses*

 

$

30.9

 

$

35.6

 

(13

)%

$

30.9

 

(0

)%

 

 

 

 

 

 

 

 

 

 

 

 

Litigation Settlements and Contingencies

 

$

12.8

 

$

0.0

 

NM

 

$

1.8

 

593

%

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(21.0

)

$

(7.4

)

(183

)%

$

(7.0

)

(199

)%

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA **

 

$

(18.5

)

$

(4.7

)

(294

)%

$

(3.2

)

(482

)%

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA **

 

$

0.4

 

$

(3.5

)

111

%

$

1.0

 

(64

)%

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Share

 

$

(1.92

)

$

(0.68

)

(181

)%

$

(0.75

)

(156

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Net Loss Per Share

 

$

(1.92

)

$

(0.68

)

(181

)%

$

(0.75

)

(156

)%

 


NM = Not Meaningful

* Does not include non-cash compensation, depreciation, gain/loss on disposal of assets, restructuring, amortization, impairment, or litigation settlements and contingencies.

** See separate reconciliation of Adjusted EBITDA and EBITDA to GAAP Operating Income/Loss.

 

Information Regarding Q4 Results

 

·                  Q409 revenue decreased 1% from Q408 and decreased 6% from Q309.   The nominal year-over-year decrease and quarter-over-quarter decline were primarily driven by the previously announced loan loss settlements at LendingTree Loans as well as lower revenue in the real estate segment caused by continued declines in the value of homes being sold.

 

1



 

·                  Q409 Adjusted EBITDA improved $3.9 million quarter-over-quarter with all three operating segments reporting positive Adjusted EBITDA.  Reductions in cost of revenue offset the seasonal impacts in the LendingTree Loans and Real Estate segments.  Adjusted EBITDA decreased $0.6 million year-over-year, primarily due to incremental expenses associated with the new verticals within the Exchanges segment.

 

Average 30-Year Fixed Mortgage Rate Recent Trends

 

GRAPHIC

 

Source: Freddie Mac: Primary Mortgage Market Survey

Freddie Mac’s Primary Mortgage Market Survey consists of the average of 125 lenders’ rates who contributed rates to Freddie Mac. The rates are based on 30-year fixed rate mortgage with 20% down and 80% finance over the life of the loan.

 

2



 

Business Unit Discussion

 

LENDINGTREE LOANS SEGMENT

 

LendingTree Loans Segment Results

$s in millions

 

 

 

 

 

 

 

Q/Q

 

 

 

Y/Y

 

 

 

Q4 2009

 

Q3 2009

 

% Change

 

Q4 2008

 

% Change

 

Revenue - Direct Lending

 

 

 

 

 

 

 

 

 

 

 

Origination and Sale of Loans

 

$

20.6

 

$

22.5

 

(8

)%

$

20.2

 

2

%

Other

 

$

2.3

 

$

1.6

 

43

%

$

1.7

 

36

%

Total Revenue - Direct Lending

 

$

22.9

 

$

24.1

 

(5

)%

$

21.9

 

5

%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue *

 

$

10.2

 

$

11.2

 

(9

)%

$

8.7

 

17

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses*

 

$

9.8

 

$

11.2

 

(12

)%

$

8.5

 

16

%

Litigation Settlements and Contingencies

 

$

0.1

 

$

0.0

 

NM

 

$

1.8

 

(97

)%

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA **

 

$

2.6

 

$

1.7

 

55

%

$

2.4

 

6

%

Adjusted EBITDA **

 

$

2.9

 

$

1.7

 

74

%

$

4.7

 

(38

)%

 

 

 

 

 

 

 

 

 

 

 

 

Metrics - Direct Lending

 

 

 

 

 

 

 

 

 

 

 

Purchased loan requests (000s)

 

61.5

 

67.1

 

(8

)%

76.3

 

(19

)%

Closed - units (000s)

 

2.7

 

2.8

 

(3

)%

2.3

 

18

%

Closed - units (dollars)

 

$

622.6

 

$

620.2

 

0

%

$

477.6

 

30

%

 


NM = Not Meaningful

* Does not include non-cash compensation, depreciation, gain/loss on disposal of assets, restructuring, amortization, impairment, or litigation settlements and contingencies.

** See separate reconciliation of Adjusted EBITDA and EBITDA to GAAP Operating Income/Loss.

 

LendingTree Loans

 

Q409 revenue increased 5% from the same period last year on an 18% increase in closed units and an 11% increase in the average loan amount.  On a quarter-over-quarter basis, average loan amount increased 5% but closed units were down 3%, a factor of normal seasonal impacts.   Revenue was down 5% quarter-over-quarter as a result of the loan loss settlements in the period.

 

Operating expenses increased $1.3 million year-over-year largely due to increased marketing spend, which was offset by the significantly lower litigation settlements and contingencies.  Q409 operating expense was $1.4 million less than the prior quarter with improvements in general and administrative costs as well as slightly lower marketing expense.

 

3



 

EXCHANGES SEGMENT

 

Exchanges Segment Results

$s in millions

 

 

 

 

 

 

 

Q/Q

 

 

 

Y/Y

 

 

 

Q4 2009

 

Q3 2009

 

% Change

 

Q4 2008

 

% Change

 

Revenue - Exchanges

 

 

 

 

 

 

 

 

 

 

 

Match Fees

 

$

12.3

 

$

12.4

 

(1

)%

$

11.8

 

4

%

Closed Loan Fees

 

$

5.3

 

$

5.3

 

(1

)%

$

6.5

 

(19

)%

Inter-segment Revenue

 

$

5.1

 

$

5.2

 

(2

)%

$

4.2

 

22

%

Other

 

$

0.4

 

$

1.0

 

(51

)%

$

0.6

 

(34

)%

Total Revenue - Exchanges

 

$

23.1

 

$

23.9

 

(3

)%

$

23.1

 

(0

)%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue *

 

$

1.9

 

$

1.9

 

(1

)%

$

2.4

 

(22

)%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses*

 

$

17.5

 

$

18.3

 

(4

)%

$

16.6

 

5

%

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA **

 

$

1.4

 

$

3.6

 

(61

)%

$

4.0

 

(64

)%

Adjusted EBITDA **

 

$

3.7

 

$

3.7

 

(1

)%

$

4.1

 

(9

)%

 

 

 

 

 

 

 

 

 

 

 

 

Metrics - Exchanges

 

 

 

 

 

 

 

 

 

 

 

Matched requests (000s)

 

279.3

 

340.7

 

(18

)%

334.0

 

(16

)%

Closing - units (000s)

 

11.6

 

12.1

 

(4

)%

15.7

 

(26

)%

Closing - units (dollars)

 

2,291.5

 

2,231.6

 

3

%

$

2,328.8

 

(2

)%

 


* Does not include non-cash compensation, depreciation, gain/loss on disposal of assets, restructuring, amortization, impairment, or litigation settlements and contingencies.

** See separate reconciliation of Adjusted EBITDA and EBITDA to GAAP Operating Income/Loss.

 

Exchanges

 

Exchanges revenue in Q409 decreased 3% compared to Q309 and was flat to the same period in 2008.  On a quarter-over-quarter basis, Exchanges revenue decreased largely due to lower other revenue that includes miscellaneous fees which were unusually high in Q309.  The year-over-year increase in match fees is due to the addition of the education and home services verticals.  The decrease in closed loan fees year-over-year continues to reflect the tight consumer credit markets, making it difficult for many consumers to qualify for a loan.

 

Operating expenses decreased $0.7 million quarter-over-quarter and increased $0.9 million year-over-year.  The decrease quarter-over-quarter was largely due to lowering costs through restructuring efforts.  On a year-over-year basis, increased operating expenses were driven primarily by marketing for the new verticals added in 2009.

 

4



 

REAL ESTATE SEGMENT

 

Real Estate Segment Results

$s in millions

 

 

 

 

 

 

 

Q/Q

 

 

 

Y/Y

 

 

 

Q4 2009

 

Q3 2009

 

% Change

 

Q4 2008

 

% Change

 

Total Revenue - Real Estate

 

$

6.9

 

$

8.0

 

(14

)%

$

7.5

 

(9

)%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue *

 

$

4.3

 

$

5.0

 

(13

)%

$

4.5

 

(5

)%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses*

 

$

2.5

 

$

3.6

 

(31

)%

$

4.6

 

(46

)%

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA **

 

$

(2.5

)

$

(0.8

)

(230

)%

$

(2.0

)

(30

)%

Adjusted EBITDA **

 

$

0.1

 

$

(0.6

)

117

%

$

(1.6

)

107

%

 

 

 

 

 

 

 

 

 

 

 

 

Metrics - Real Estate

 

 

 

 

 

 

 

 

 

 

 

Closing - units (000s)

 

1.3

 

1.4

 

(6

)%

1.6

 

(16

)%

Closing - units (dollars)

 

$

278.3

 

$

330.4

 

(16

)%

$

395.0

 

(30

)%

Agents - RealEstate.com, REALTORS®

 

1,145

 

1,304

 

(12

)%

1,174

 

(2

)%

Markets - RealEstate.com, REALTORS®

 

20

 

20

 

0

%

20

 

0

%

 


* Does not include non-cash compensation, depreciation, gain/loss on disposal of assets, restructuring, amortization, impairment, or litigation settlements and contingencies.

** See separate reconciliation of Adjusted EBITDA and EBITDA to GAAP Operating Income/Loss.

 

Real Estate

 

Q409 Real Estate revenue decreased $1.1 million or 14% from Q309 and decreased $0.6 million or 9% from Q408.  The decrease quarter-over-quarter is primarily due to normal seasonality as we saw similar drop in closed units in 2008.   The year-over-year decrease in Real Estate revenue is attributed to declines in our referral networks, which experienced decreases in closings and transaction values year-over-year from persistent negative market conditions.

 

Despite negative market conditions and normal seasonality, Adjusted EBITDA improved $0.7 million quarter-over-quarter and $1.7 million year-over-year.  The primary driver of the improvement in Adjusted EBITDA is lower operating expenses which decreased $1.1 million quarter-over-quarter and $2.1 million year-over-year.  The reductions in operating expense were across marketing as well as general and administrative, reflecting prior cost cutting initiatives.

 

5



 

CORPORATE

 

Unallocated Corporate Costs and Eliminations

$s in millions

 

 

 

 

 

 

 

Q/Q

 

 

 

Y/Y

 

 

 

Q4 2009

 

Q3 2009

 

% Change

 

Q4 2008

 

% Change

 

Inter-segment Revenue - elimination

 

$

(5.1

)

$

(5.2

)

2

%

$

(4.4

)

(16

)%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue *

 

$

0.1

 

$

0.5

 

(76

)%

$

0.5

 

(74

)%

 

 

 

 

 

 

 

 

 

 

 

 

Inter-segment Marketing - elimination

 

$

(5.1

)

$

(5.2

)

2

%

$

(4.2

)

(22

)%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses*

 

$

6.2

 

$

7.8

 

(20

)%

$

5.4

 

15

%

Litigation Settlements and Contingencies

 

$

12.8

 

$

 

NM

 

$

 

NM

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA **

 

$

(19.9

)

$

(9.2

)

(116

)%

$

(7.6

)

(162

)%

Adjusted EBITDA **

 

$

(6.3

)

$

(8.3

)

24

%

$

(6.1

)

(3

)%

 


NM = Not Meaningful

* Does not include non-cash compensation, depreciation, gain/loss on disposal of assets, restructuring, amortization, impairment, or litigation settlements and contingencies.

** See separate reconciliation of Adjusted EBITDA and EBITDA to GAAP Operating Income/Loss.

 

Corporate

 

The eliminations both in revenue and in marketing were primarily associated with the inter-segment transfer pricing charged from Exchanges to LendingTree Loans for leads.  Operating expenses decreased $1.6 million quarter-over-quarter and increased $0.8 million year-over-year.  The quarter-over-quarter decrease was largely due to lower employee costs and the year-over-year increases in operating expense were primarily related to increases in professional fees.  Litigation settlements and contingencies reflect $12.8 million for matters related to intellectual property litigation.

 

Liquidity and Capital Resources

 

As of December 31, 2009, Tree.com had $86.1 million in unrestricted cash and cash equivalents, compared to $86.9 million as of September 30, 2009.  As of December 31, 2009, LendingTree Loans had three committed lines of credit totaling $175 million of borrowing capacity.  Borrowings under these lines of credit are used to fund, and are secured by, consumer residential loans that are held for sale. Loans under these lines of credit are repaid from proceeds from the sales of loans held for sale by LendingTree Loans. The loans held for sale and warehouse lines of credit balances as of December 31, 2009 were $93.6 million and $78.5million, respectively.

 

Conference Call

 

Tree.com will audio cast its conference call with investors and analysts discussing the Company’s fourth quarter financial results on Friday, February 5, 2010 at 11:00 a.m. Eastern Time (ET).  This call will include the disclosure of certain information, including forward-looking information, which may be material to an investor’s understanding of Tree.com’s business.  The live audio cast is open to the public at http://investor-relations.tree.com/.

 

6



 

QUARTERLY FINANCIALS

 

TREE.COM, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

(unaudited)

 

(audited)

 

 

 

(In thousands, except per share amounts)

 

Revenue

 

 

 

 

 

 

 

 

 

LendingTree Loans

 

$

22,932

 

$

21,880

 

$

117,670

 

$

97,929

 

Exchanges and other

 

17,998

 

18,709

 

70,660

 

94,716

 

Real Estate

 

6,896

 

7,549

 

28,445

 

35,927

 

Total revenue

 

47,826

 

48,138

 

216,775

 

228,572

 

Cost of revenue

 

 

 

 

 

 

 

 

 

LendingTree Loans

 

10,211

 

8,749

 

47,315

 

41,156

 

Exchanges and other

 

2,012

 

2,851

 

9,399

 

14,348

 

Real Estate

 

4,334

 

4,562

 

18,046

 

21,293

 

Total cost of revenue (exclusive of depreciation shown separately below)

 

16,557

 

16,162

 

74,760

 

76,797

 

Gross margin

 

31,269

 

31,976

 

142,015

 

151,775

 

Operating expenses

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

16,808

 

16,081

 

61,957

 

97,109

 

General and administrative expense

 

13,971

 

14,721

 

64,901

 

72,932

 

Product development

 

1,120

 

1,356

 

5,962

 

6,705

 

Litigation settlements and contingencies

 

12,803

 

1,848

 

13,208

 

1,995

 

Restructuring expense

 

2,848

 

1,147

 

2,690

 

5,704

 

Amortization of intangibles

 

1,211

 

1,451

 

4,847

 

10,983

 

Depreciation

 

1,617

 

1,705

 

6,666

 

7,042

 

Asset impairments

 

2,194

 

 

6,097

 

164,335

 

Total operating expenses

 

52,572

 

38,309

 

166,328

 

366,805

 

Operating loss

 

(21,303

)

(6,333

)

(24,313

)

(215,030

)

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest income

 

4

 

121

 

88

 

134

 

Interest expense

 

(166

)

(153

)

(617

)

(650

)

Other income (expense)

 

 

 

 

(4

)

Total other income (expense), net

 

(162

)

(32

)

(529

)

(520

)

Loss before income taxes

 

(21,465

)

(6,365

)

(24,842

)

(215,550

)

Income tax benefit (provision)

 

489

 

(641

)

368

 

13,274

 

Net loss

 

$

(20,976

)

$

(7,006

)

$

(24,474

)

$

(202,276

)

Weighted average common shares outstanding

 

10,900

 

9,368

 

10,536

 

9,368

 

Net loss per share available to common shareholders

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.92

)

$

(0.75

)

$

(2.32

)

$

(21.59

)

Diluted

 

$

(1.92

)

$

(0.75

)

$

(2.32

)

$

(21.59

)

 

7



 

TREE.COM, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

 

 

December 31, 2009

 

December 31, 2008

 

 

 

(In thousands, except par value

 

 

 

and share amounts)

 

ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

86,093

 

$

73,643

 

Restricted cash and cash equivalents

 

12,019

 

15,204

 

Accounts receivable, net of allowance of $518 and $367, respectively

 

6,835

 

7,234

 

Loans held for sale ($92,236 and $85,638 measured at fair value, respectively)

 

93,596

 

87,835

 

Prepaid and other current assets

 

10,758

 

8,960

 

Total current assets

 

209,301

 

192,876

 

Property and equipment, net

 

12,257

 

17,057

 

Goodwill

 

12,152

 

9,285

 

Intangible assets, net

 

57,626

 

64,663

 

Other non-current assets

 

496

 

202

 

Total assets

 

$

291,832

 

$

284,083

 

LIABILITIES:

 

 

 

 

 

Warehouse lines of credit

 

$

78,481

 

$

76,186

 

Accounts payable, trade

 

5,905

 

3,541

 

Deferred revenue

 

1,731

 

1,231

 

Deferred income taxes

 

2,211

 

2,290

 

Accrued expenses and other current liabilities

 

54,694

 

37,146

 

Total current liabilities

 

143,022

 

120,394

 

Income taxes payable

 

510

 

862

 

Other long-term liabilities

 

12,010

 

9,016

 

Deferred income taxes

 

15,380

 

15,683

 

Total liabilities

 

170,922

 

145,955

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock $.01 par value; authorized 5,000,000 shares; none issued or outstanding

 

 

 

Common stock $.01 par value; authorized 50,000,000 shares; issued and outstanding 10,904,330 and 9,369,381 shares, respectively

 

109

 

94

 

Additional paid-in capital

 

901,818

 

894,577

 

Accumulated deficit

 

(781,017

)

(756,543

)

Total shareholders’ equity

 

120,910

 

138,128

 

Total liabilities and shareholders’ equity

 

$

291,832

 

$

284,083

 

 

8



 

TREE.COM, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Year Ended December 31,

 

 

 

2009

 

2008

 

 

 

(In thousands)

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(24,474

)

$

(202,276

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

Loss on disposal of fixed assets

 

1,123

 

 

Amortization of intangibles

 

4,847

 

10,983

 

Depreciation

 

6,666

 

7,042

 

Intangible impairment

 

6,097

 

33,378

 

Goodwill impairment

 

 

130,957

 

Non-cash compensation expense

 

3,892

 

11,237

 

Non-cash restructuring expense

 

1,191

 

1,260

 

Deferred income taxes

 

(382

)

(13,274

)

Gain on origination and sale of loans

 

(110,320

)

(88,968

)

Loss on impaired loans not sold

 

647

 

361

 

Loss on real estate acquired in satisfaction of loans

 

51

 

218

 

Bad debt expense

 

422

 

597

 

Non-cash interest expense

 

 

76

 

Changes in current assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(23

)

4,605

 

Origination of loans

 

(2,855,246

)

(2,206,065

)

Proceeds from sales of loans

 

2,969,658

 

2,291,022

 

Principal payments received on loans

 

1,422

 

911

 

Payments to investors for loan repurchases and early payoff obligations

 

(8,742

)

(4,568

)

Prepaid and other current assets

 

(680

)

3,775

 

Accounts payable and other current liabilities

 

15,206

 

(23,329

)

Income taxes payable

 

(402

)

329

 

Deferred revenue

 

151

 

(519

)

Other, net

 

2,113

 

328

 

Net cash provided by (used in) operating activities

 

13,217

 

(41,920

)

Cash flows from investing activities:

 

 

 

 

 

Contingent acquisition consideration

 

 

(14,487

)

Acquisitions

 

(5,726

)

 

Capital expenditures

 

(3,865

)

(4,131

)

Other, net

 

4,040

 

(143

)

Net cash used in investing activities

 

(5,551

)

(18,761

)

Cash flows from financing activities:

 

 

 

 

 

Borrowing under warehouse lines of credit

 

2,475,106

 

1,993,938

 

Repayments of warehouse lines of credit

 

(2,472,811

)

(1,997,179

)

Principal payments on long-term obligations

 

 

(20,045

)

Spin-off capital contributions from IAC

 

 

111,517

 

Issuance of common stock, net of withholding taxes

 

3,364

 

11

 

Excess tax benefits from stock-based awards

 

 

393

 

Increase in restricted cash

 

(875

)

(251

)

Net cash provided by (used in) financing activities

 

4,784

 

88,384

 

Net increase decrease in cash and cash equivalents

 

12,450

 

27,703

 

Cash and cash equivalents at beginning of period

 

73,643

 

45,940

 

Cash and cash equivalents at end of period

 

$

86,093

 

$

73,643

 

 

9



 

TREE’S RECONCILIATION OF SEGMENT RESULTS TO GAAP ($S in thousands):

 

 

 

For the Three Months Ended December 31, 2009:

 

 

 

LendingTree

 

 

 

Real

 

Unallocated—

 

 

 

 

 

Loans

 

Exchanges

 

Estate

 

Corporate

 

Total

 

Revenue

 

$

22,932

 

$

23,128

 

$

6,896

 

$

(5,130

)

$

47,826

 

Cost of revenue (exclusive of depreciation shown separately below)

 

10,211

 

1,880

 

4,334

 

132

 

16,557

 

Gross Margin

 

12,721

 

21,248

 

2,562

 

(5,262

)

31,269

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

5,630

 

15,515

 

793

 

(5,130

)

16,808

 

General and administrative expense

 

4,216

 

1,657

 

1,645

 

6,453

 

13,971

 

Product development

 

106

 

592

 

102

 

320

 

1,120

 

Litigation settlements and contingencies

 

53

 

 

 

12,750

 

12,803

 

Restructuring expense

 

157

 

1,552

 

892

 

247

 

2,848

 

Amortization of intangibles

 

70

 

429

 

699

 

13

 

1,211

 

Depreciation

 

625

 

300

 

311

 

381

 

1,617

 

Asset impairments

 

 

519

 

1,675

 

 

2,194

 

Total operating expenses

 

10,857

 

20,564

 

6,117

 

15,034

 

52,572

 

Operating income (loss)

 

1,864

 

684

 

(3,555

)

(20,296

)

(21,303

)

Adjustments to reconcile to EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

70

 

429

 

699

 

13

 

1,211

 

Depreciation

 

625

 

300

 

311

 

381

 

1,617

 

EBITDA

 

2,559

 

1,413

 

(2,545

)

(19,902

)

(18,475

)

Restructuring expense

 

157

 

1,552

 

892

 

247

 

2,848

 

Asset impairments

 

 

519

 

1,675

 

 

2,194

 

Loss on disposal of assets

 

90

 

 

16

 

68

 

174

 

Non-cash compensation

 

46

 

202

 

71

 

513

 

832

 

Litigation settlements and contingencies

 

53

 

 

 

12,750

 

12,803

 

Adjusted EBITDA

 

$

2,905

 

$

3,686

 

$

109

 

$

(6,324

)

$

376

 

 

 

 

For the Three Months Ended December 31, 2008:

 

 

 

LendingTree

 

 

 

Real

 

Unallocated—

 

 

 

 

 

Loans

 

Exchanges

 

Estate

 

Corporate

 

Total

 

Revenue

 

$

21,880

 

$

23,149

 

$

7,549

 

$

(4,440

)

$

48,138

 

Cost of revenue (exclusive of depreciation shown separately below)

 

8,749

 

2,355

 

4,562

 

496

 

16,162

 

Gross Margin

 

13,131

 

20,794

 

2,987

 

(4,936

)

31,976

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

4,338

 

14,780

 

1,172

 

(4,209

)

16,081

 

General and administrative expense

 

4,045

 

1,581

 

3,346

 

5,749

 

14,721

 

Product development

 

161

 

479

 

486

 

230

 

1,356

 

Litigation settlements and contingencies

 

1,848

 

 

 

 

1,848

 

Restructuring expense

 

321

 

 

(60

)

886

 

1,147

 

Amortization of intangibles

 

70

 

318

 

1,063

 

 

1,451

 

Depreciation

 

818

 

198

 

252

 

437

 

1,705

 

Total operating expenses

 

11,601

 

17,356

 

6,259

 

3,093

 

38,309

 

Operating income (loss)

 

1,530

 

3,438

 

(3,272

)

(8,029

)

(6,333

)

Adjustments to reconcile to EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

70

 

318

 

1,063

 

 

1,451

 

Depreciation

 

818

 

198

 

252

 

437

 

1,705

 

EBITDA

 

2,418

 

3,954

 

(1,957

)

(7,592

)

(3,177

)

Restructuring expense

 

321

 

 

(60

)

886

 

1,147

 

Asset impairments

 

 

 

 

 

 

 

 

 

 

 

Loss on disposal of assets

 

4

 

 

 

 

4

 

Non-cash compensation

 

91

 

113

 

427

 

582

 

1,213

 

Litigation settlements and contingencies

 

1,848

 

 

 

 

1,848

 

Adjusted EBITDA

 

$

4,682

 

$

4,067

 

$

(1,590

)

$

(6,124

)

$

1,035

 

 

10



 

 

 

For the Year Ended December 31, 2009:

 

 

 

LendingTree

 

 

 

Real

 

Unallocated—

 

 

 

 

 

Loans

 

Exchanges

 

Estate

 

Corporate

 

Total

 

Revenue

 

$

117,670

 

$

86,679

 

$

28,445

 

$

(16,019

)

$

216,775

 

Cost of revenue (exclusive of depreciation shown separately below)

 

47,315

 

7,640

 

18,046

 

1,759

 

74,760

 

Gross Margin

 

70,355

 

79,039

 

10,399

 

(17,778

)

142,015

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

17,662

 

55,594

 

4,712

 

(16,011

)

61,957

 

General and administrative expense

 

20,374

 

9,041

 

8,742

 

26,744

 

64,901

 

Product development

 

518

 

2,793

 

1,346

 

1,305

 

5,962

 

Litigation settlements and contingencies

 

419

 

6

 

33

 

12,750

 

13,208

 

Restructuring expense

 

(1,089

)

1,660

 

1,684

 

435

 

2,690

 

Amortization of intangibles

 

280

 

922

 

3,625

 

20

 

4,847

 

Depreciation

 

2,912

 

943

 

1,160

 

1,651

 

6,666

 

Asset impairments

 

 

519

 

5,578

 

 

6,097

 

Total operating expenses

 

41,076

 

71,478

 

26,880

 

26,894

 

166,328

 

Operating income (loss)

 

29,279

 

7,561

 

(16,481

)

(44,672

)

(24,313

)

Adjustments to reconcile to EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

280

 

922

 

3,625

 

20

 

4,847

 

Depreciation

 

2,912

 

943

 

1,160

 

1,651

 

6,666

 

EBITDA

 

32,471

 

9,426

 

(11,696

)

(43,001

)

(12,800

)

Restructuring expense

 

(1,089

)

1,660

 

1,684

 

435

 

2,690

 

Asset impairments

 

 

519

 

5,578

 

 

6,097

 

Loss on disposal of assets

 

90

 

949

 

16

 

68

 

1,123

 

Non-cash compensation

 

245

 

669

 

281

 

2,697

 

3,892

 

Litigation settlements and contingencies

 

419

 

6

 

33

 

12,750

 

13,208

 

Adjusted EBITDA

 

$

32,136

 

$

13,229

 

$

(4,104

)

$

(27,051

)

$

14,210

 

 

 

 

For the Year Ended December 31, 2008:

 

 

 

LendingTree

 

 

 

Real

 

Unallocated—

 

 

 

 

 

Loans

 

Exchanges

 

Estate

 

Corporate

 

Total

 

Revenue

 

$

97,929

 

$

115,962

 

$

35,927

 

$

(21,246

)

$

228,572

 

Cost of revenue (exclusive of depreciation shown separately below)

 

41,156

 

12,219

 

21,293

 

2,129

 

76,797

 

Gross Margin

 

56,773

 

103,743

 

14,634

 

(23,375

)

151,775

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

20,999

 

88,761

 

7,389

 

(20,040

)

97,109

 

General and administrative expense

 

21,853

 

8,410

 

15,308

 

27,361

 

72,932

 

Product development

 

736

 

3,331

 

2,245

 

393

 

6,705

 

Litigation settlements and contingencies

 

3,063

 

(1,079

)

11

 

 

1,995

 

Restructuring expense

 

3,463

 

173

 

425

 

1,643

 

5,704

 

Amortization of intangibles

 

280

 

6,356

 

4,347

 

 

10,983

 

Depreciation

 

3,362

 

775

 

954

 

1,951

 

7,042

 

Asset impairments

 

898

 

102,630

 

60,807

 

 

164,335

 

Total operating expenses

 

54,654

 

209,357

 

91,486

 

11,308

 

366,805

 

Operating income (loss)

 

2,119

 

(105,614

)

(76,852

)

(34,683

)

(215,030

)

Adjustments to reconcile to EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

280

 

6,356

 

4,347

 

 

10,983

 

Depreciation

 

3,362

 

775

 

954

 

1,951

 

7,042

 

EBITDA

 

5,761

 

(98,483

)

(71,551

)

(32,732

)

(197,005

)

Restructuring expense

 

3,463

 

173

 

425

 

1,643

 

5,704

 

Asset impairments

 

898

 

102,630

 

60,807

 

 

164,335

 

Loss on disposal of assets

 

4

 

 

 

 

4

 

Non-cash compensation

 

91

 

1,632

 

3,859

 

5,655

 

11,237

 

Litigation settlements and contingencies

 

3,063

 

(1,079

)

11

 

 

1,995

 

Adjusted EBITDA

 

$

13,280

 

$

4,873

 

$

(6,449

)

$

(25,434

)

$

(13,730

)

 

11



 

About Tree.com, Inc.

 

Tree.com, Inc. (NASDAQ: TREE) is the parent of several brands and businesses that provide information, tools, advice, products and services for critical transactions in our customers’ lives.  Our family of brands includes: LendingTree.com®, GetSmart.com®, RealEstate.com®, DegreeTree.comSM, HealthTree.comSM, LendingTreeAutos.com, DoneRight.com, and InsuranceTree.comSM.  Together, these brands serve as an ally for consumers who are looking to comparison shop for loans, real estate and other services from multiple businesses and professionals who will compete for their business.

 

Tree.com, Inc. is the parent company of wholly owned operating subsidiaries:  LendingTree, LLC and Home Loan Center, Inc.

 

Tree.com, Inc. is headquartered in Charlotte, N.C. and maintains operations solely in the United States. For more information, please visit www.tree.com.

 

Segment Information

 

The overall concept that Tree.com employs in determining its reportable segments and related financial information is to present them in a manner consistent with how the chief operating decision maker and executive management view the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of products or services offered or the target market.

 

Following the spin-off from IAC, the new chief operating decision maker began to realign the Tree.com businesses into new operating segments.  In the first quarter of 2009, management completed its realignment of staffing and direct revenue and costs for each new segment and created reporting structures to enable the chief operating decision maker and management to evaluate the results of operations for each of these new segments on a comparative basis with prior periods.  In prior periods, the segments “Lending” and “Real Estate” were presented, which have been changed to “LendingTree Loans”, “Exchanges”, and “Real Estate” segments.  Additionally, certain shared indirect costs that are described below are reported as “Unallocated — Corporate”.  All items of segment information for prior periods have been restated to conform to the new reportable segment presentation.

 

The expenses presented for each of the business segments include an allocation of certain corporate expenses that are identifiable and directly benefit those segments.  The unallocated expenses are those corporate overhead expenses that are not directly attributable to a segment and include: corporate expenses such as finance, legal, executive, technology support, and human resources, as well as elimination of inter-segment revenue and costs.

 

LendingTree Loans

 

The LendingTree Loans segment originates, processes, approves and funds various residential real estate loans through Home Loan Center, Inc. (“HLC”) (d/b/a LendingTree Loans).  The HLC and LendingTree Loans brand names are collectively referred to as “LendingTree Loans.”

 

Exchanges

 

The Exchanges segment consists of online lead generation networks and call centers (principally LendingTree.com and GetSmart.com) that connect consumers and service providers principally in the lending and higher education marketplaces.

 

12



 

Real Estate

 

Real Estate consists of a proprietary full service real estate brokerage (RealEstate.com, REALTORS®) that operates in 20 U.S. markets, as well as an online lead generation network accessed at www.RealEstate.com, that connects consumers with real estate brokerages around the country.

 

TREE.COM’S PRINCIPLES OF FINANCIAL REPORTING

 

Tree.com reports Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), and adjusted for certain items discussed below (“Adjusted EBITDA”), as supplemental measures to GAAP. These measures are two of the primary metrics by which Tree.com evaluates the performance of its businesses, on which its internal budgets are based and by which management is compensated. Tree.com believes that investors should have access to the same set of tools that it uses in analyzing its results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. Tree.com provides and encourages investors to examine the reconciling adjustments between the GAAP and non-GAAP measure which are discussed below.

 

Definition of Tree.com’s Non-GAAP Measures

 

Adjusted EBITDA is defined as EBITDA excluding (1) non-cash compensation expense, (2) non-cash intangible asset impairment charges, (3) gain/loss on disposal of assets, (4) restructuring expenses, (5) litigation settlements and contingencies, (6) pro forma adjustments for significant acquisitions, and (7) one-time items. Tree.com believes this measure is useful to investors because it represents the operating results from Tree.com’s segments, but excludes the effects of any other non-cash expenses. Adjusted EBITDA has certain limitations in that it does not take into account the impact to Tree.com’s statement of operations of certain expenses, including depreciation, non-cash compensation and acquisition related accounting. Tree.com endeavors to compensate for the limitations of the non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure.

 

Pro Forma Results

 

Tree.com will only present EBITDA and Adjusted EBITDA on a pro forma basis if it views a particular transaction as significant in size or transformational in nature. For the periods presented in this report, there are no transactions that Tree.com has included on a pro forma basis.

 

One-Time Items

 

EBITDA and Adjusted EBITDA are presented before one-time items, if applicable. These items are truly one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. For the periods presented in this report, there are no one-time items.

 

Non-Cash Expenses That Are Excluded From Tree.com’s Non-GAAP Measures

 

Non-cash compensation expense consists principally of expense associated with the grants of restricted stock units and stock options. These expenses are not paid in cash, and Tree.com will include the related shares in its future calculations of fully diluted shares outstanding. Upon vesting of restricted stock units and the exercise of certain stock options, the awards will be settled, at Tree.com’s discretion, on a net basis, with Tree.com remitting the required tax withholding amount from its current funds.

 

Amortization and impairment of intangibles are non-cash expenses relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as purchase agreements, technology and customer relationships, are valued and amortized over their estimated lives.

 

13



 

RECONCILIATION OF EBITDA

 

For a reconciliation of EBITDA and Adjusted EBITDA to operating income (loss) for Tree.com’s operating segments for the quarters and years ended December 31, 2009 and 2008, see tables above.

 

OTHER

 

REALTORS®—a registered collective membership mark that identifies a real estate professional who is a member of the National Association of REALTORS® and subscribes to its strict Code of Ethics.

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

The matters contained in the discussion above may be considered to be “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995.  Those statements include statements regarding the intent, belief or current expectations or anticipations of the Company and members of our management team.  Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following: our ability to operate effectively as a separate public entity following our spin-off from IAC in August 2008; additional costs associated with operating as an independent company; volatility in our stock price and trading volume; our ability to obtain financing on acceptable terms; limitations on our ability to enter into transactions due to spin-related restrictions; adverse conditions in the primary and secondary mortgage markets and in the economy; adverse conditions in our industries; adverse conditions in the credit markets and the inability to renew or replace warehouse lines of credit; seasonality in our businesses; potential liabilities to secondary market purchasers; changes in our relationships with network lenders, real estate professionals, credit providers and secondary market purchasers; breaches of our network security or the misappropriation or misuse of personal consumer information; our failure to provide competitive service; our failure to maintain brand recognition; our ability to attract and retain customers in a cost-effective manner; our ability to develop new products and services and enhance existing ones; competition from our network lenders and affiliated real estate professionals; our failure to comply with existing or changing laws, rules or regulations, or to obtain and maintain required licenses; failure of our network lenders or other affiliated parties to comply with regulatory requirements; failure to maintain the integrity of our systems and infrastructure; liabilities as a result of privacy regulations; failure to adequately protect our intellectual property rights or allegations of infringement of intellectual property rights; changes in our management; and deficiencies in our disclosure controls and procedures and internal control over financial reporting.  These and additional factors to be considered are set forth under “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2008, our Quarterly Reports on Form 10-Q for the periods ended March 31, 2009, June 30, 2009, September 30, 2009, and in our other filings with the Securities and Exchange Commission.  We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations.

 

Contacts:

Investor Relations

877-640-4856

tree.com-investor.relations@tree.com

 

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