Attached files

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8-K - 8-K - LendingTree, Inc.a09-32526_18k.htm
EX-10.2 - EX-10.2 - LendingTree, Inc.a09-32526_1ex10d2.htm
EX-99.2 - EX-99.2 - LendingTree, Inc.a09-32526_1ex99d2.htm
EX-10.1 - EX-10.1 - LendingTree, Inc.a09-32526_1ex10d1.htm

Exhibit 99.1

 

 

TREE.COM REPORTS Q309 RESULTS AND ADDS NEW WAREHOUSE LINE

 

CHARLOTTE, N.C., October 30, 2009 — Tree.com, Inc. (NASDAQ: TREE) today announced that it has added a new $75 million warehouse line as well as its financial results for its third quarter ended September 30, 2009.  Tree’s Q309 revenue was $50.7 million, which was a slight improvement over Q308 revenue of $50.3 million.  Tree reported a GAAP loss of $0.68 per share on a net loss of $7.4 million, both improved over the Q308 levels of a $2.41 loss per share and a $22.6 million net loss.  Q309 Adjusted EBITDA was a loss of $3.5 million, which was a $4.8 million improvement year-over-year, from a Q308 Adjusted EBITDA loss of $8.3 million.

 

Doug Lebda, Chairman and CEO of Tree.com, stated, “We are very pleased to announce that we added a new $75 million warehouse line at LendingTree Loans, giving that business financial stability and even more capacity to expand our business. We remain enthusiastic about executing our long-term strategy.  As you will see in our results, we are beginning to see real traction in our Education and Home Services verticals.  We are encouraged that demand from our Network lenders is improving, meaning we can obtain a higher number of multiple offers for each consumer and our new tools and services on the site are getting great reception.”

 

Tree.com CFO Matt Packey added, “Overall, we are pleased with our Q3 operating results, even as two unanticipated items negatively impacted our bottom line.  As we stated previously, we expected the surge in refinance activity from earlier this year to subside and our Adjusted EBITDA to return to break-even levels for Q3 and Q4.  However, continued high levels of loan loss settlement requests prompted us to increase our provision for loan losses by $4.2 million in the quarter and our legal fees were approximately $1.0 million higher than expected, principally because of the Mortech lawsuit.”

 

Tree.com Summary Financial Results

$s in millions (except per share amounts)

 

 

 

 

 

 

 

Q/Q

 

 

 

Y/Y

 

 

 

Q3 2009

 

Q2 2009

 

% Change

 

Q3 2008

 

% Change

 

Revenue

 

$

50.7

 

$

61.0

 

(17

)%

$

50.3

 

1

%

Net Income/(Loss)

 

$

(7.4

)

$

0.7

 

NM

 

$

(22.6

)

67

%

EBITDA *

 

$

(4.7

)

$

4.3

 

NM

 

$

(18.5

)

75

%

Adjusted EBITDA *

 

$

(3.5

)

$

8.2

 

NM

 

$

(8.3

)

57

%

Net Income/(Loss) Per Share

 

$

(0.68

)

$

0.07

 

NM

 

$

(2.41

)

72

%

Diluted Net Income/(Loss) Per Share

 

$

(0.68

)

$

0.07

 

NM

 

$

(2.41

)

72

%

 


NM = Not Meaningful

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

 

Information Regarding Q3 Results

 

·                  Q309 revenue increased 1% from Q308 and decreased 17% from Q209.   The year-over-year increase was driven by solid improvements in the number of funded units at LendingTree Loans and the expansion of our Exchanges offerings into Education and Home Services in the quarter.  The quarter-over-quarter decline in revenue was primarily driven by the rapid rise in interest rates from historical lows, as seen in the chart below, causing fewer closings than the prior quarter.  This impact was offset somewhat by the revenue earned by the recently acquired education lead generation business.

 

·                  Adjusted EBITDA improved $4.8 million year-over-year, primarily from higher margins at LendingTree Loans and lower operating expenses across three of our four operating segments.  Q309 Adjusted EBITDA decreased

 

1



 

$11.7 million quarter-over-quarter as consumer request-to-conversion rates and our advertising spending returned to normal levels from the Q209 levels that were supported by historically low interest rates.

 

Average 30-Year Fixed Mortgage Rate Recent Trends

 

 

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

 

 

 

Q3 2009

 

Q2 2009

 

% Change

 

Q3 2008

 

% Change

 

Revenue - Direct Lending

 

 

 

 

 

 

 

 

 

 

 

Origination and Sale of Loans

 

$

22.5

 

$

34.4

 

(35

)%

$

17.9

 

26

%

Other

 

$

1.6

 

$

1.9

 

(16

)%

$

2.1

 

(24

)%

Total Revenue - Direct Lending

 

$

24.1

 

$

36.3

 

(34

)%

$

20.0

 

21

%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue *

 

$

11.2

 

$

14.0

 

(20

)%

$

9.2

 

22

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses*

 

$

11.2

 

$

10.1

 

11

%

$

11.5

 

(3

)%

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

1.7

 

$

13.2

 

(87

)%

$

(3.0

)

NM

 

Adjusted EBITDA

 

$

1.7

 

$

12.2

 

(86

)%

$

(0.7

)

NM

 

 

 

 

 

 

 

 

 

 

 

 

 

Metrics - Direct Lending

 

 

 

 

 

 

 

 

 

 

 

Purchased loan requests (000s)

 

63.0

 

66.5

 

(5

)%

86.3

 

(27

)%

Closed - units (000s)

 

2.8

 

4.0

 

(30

)%

2.4

 

17

%

Closed - units (dollars)

 

$

620.2

 

$

898.0

 

(31

)%

$

637.6

 

(3

)%

 


* Does not include non-cash compensation, depreciation, gain/loss on disposal of assets, restructuring, amortization or impairment.  See separate

reconciliation of Adjusted EBITDA and EBITDA to Operating Income/Loss.

 

LendingTree Loans

 

Continuing to show indications of a potential recovery in the mortgage market, Q309 revenue from the origination and sale of loans increased 26% from the same period last year on a 17% increase in funded units.

 

Following a period of unusually low interest rates and significant media attention on refinancing in Q1 and Q2, LendingTree Loans revenue decreased 34% in Q309 compared to Q209 on 30% fewer funded units, which was partially offset by a 25% decrease in provision for loan losses quarter-over-quarter.

 

Operating expenses decreased $0.3 million year-over-year on lower lead acquisition costs and increased $1.1 million quarter-over-quarter as advertising spend was returned to normal levels following the reduced spend in Q2.

 

3



 

EXCHANGES SEGMENT

 

Exchanges Segment Results

$s in millions

 

 

 

 

 

 

 

Q/Q

 

 

 

Y/Y

 

 

 

Q3 2009

 

Q2 2009

 

% Change

 

Q3 2008

 

% Change

 

Revenue - Exchanges

 

 

 

 

 

 

 

 

 

 

 

Match Fees

 

$

12.4

 

$

9.9

 

26

%

$

12.1

 

3

%

Closed Loan Fees

 

$

5.3

 

$

6.4

 

(17

)%

$

8.2

 

(35

)%

Inter-segment Revenue

 

$

5.3

 

$

3.7

 

44

%

$

4.8

 

12

%

Other

 

$

0.9

 

$

0.6

 

53

%

$

0.5

 

98

%

Total Revenue - Exchanges

 

$

23.9

 

$

20.6

 

16

%

$

25.6

 

(7

)%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue *

 

$

1.9

 

$

2.0

 

(3

)%

$

2.5

 

(22

)%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses*

 

$

18.3

 

$

15.3

 

19

%

$

23.3

 

(21

)%

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

3.6

 

$

2.7

 

36

%

$

(1.4

)

NM

 

Adjusted EBITDA

 

$

3.7

 

$

3.3

 

13

%

$

(0.2

)

NM

 

 

 

 

 

 

 

 

 

 

 

 

 

Metrics - Exchanges

 

 

 

 

 

 

 

 

 

 

 

Matched requests (000s)

 

340.7

 

333.2

 

2

%

390.1

 

(13

)%

Closing - units (000s)

 

10.5

 

13.1

 

(20

)%

21.1

 

(50

)%

Closing - units (dollars)

 

$

1,851.3

 

$

2,613.1

 

(29

)%

$

2,862.2

 

(35

)%

 


NM = Not Meaningful

* Does not include non-cash compensation, depreciation, gain/loss on disposal of assets, restructuring, amortization or impairment.  See separate reconciliation of Adjusted EBITDA and EBITDA to Operating Income/Loss.

 

Exchanges

 

Exchanges revenue in Q309 increased 16% compared to Q209 and decreased 7% compared to the same period in 2008.  On a quarter-over-quarter basis, Exchanges revenue improved largely due to match fees earned through our new education vertical and increases in transfer fees to LendingTree Loans.  The decrease in revenue year-over-year continues to reflect the weaker closing revenue due to continued tight consumer credit markets, making it difficult for many consumers to qualify for a loan.

 

Operating expenses increased $3.0 million quarter-over-quarter and decreased $5.0 million year-over-year.  The increase quarter-over-quarter was largely due to variable marketing expense, which was up 25%, reflecting the uptick in spend to drive traffic since Q2 when very low rates and high levels of media attention were prompting consumers to refinance.  On a year-over-year basis we’ve continued to trim operating costs back and increase the efficiencies of our marketing spend.

 

4



 

REAL ESTATE SEGMENT

 

Real Estate Segment Results

$s in millions

 

 

 

 

 

 

 

Q/Q

 

 

 

Y/Y

 

 

 

Q3 2009

 

Q2 2009

 

% Change

 

Q3 2008

 

% Change

 

Total Revenue - Real Estate

 

$

8.0

 

$

7.8

 

3

%

$

9.8

 

(18

)%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue *

 

$

5.0

 

$

4.8

 

3

%

$

5.8

 

(15

)%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses*

 

$

3.6

 

$

3.7

 

(2

)%

$

4.8

 

(26

)%

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

(0.8

)

$

(4.6

)

83

%

$

(3.5

)

78

%

Adjusted EBITDA

 

$

(0.6

)

$

(0.7

)

4

%

$

(0.8

)

19

%

 

 

 

 

 

 

 

 

 

 

 

 

Metrics - Real Estate

 

 

 

 

 

 

 

 

 

 

 

Closing - units (000s)

 

1.4

 

1.5

 

(5

)%

2.1

 

(30

)%

Closing - units (dollars)

 

$

330.4

 

$

332.4

 

(1

)%

$

516.1

 

(36

)%

Agents - RealEstate.com, REALTORS®

 

1,304

 

1,365

 

(4

)%

1,070

 

22

%

Markets - RealEstate.com, REALTORS®

 

20

 

20

 

0

%

14

 

43

%

 


* Does not include non-cash compensation, depreciation, gain/loss on disposal of assets, restructuring, amortization or impairment.  See separate reconciliation of Adjusted EBITDA and EBITDA to Operating Income/Loss.

 

Real Estate

 

Q309 Real Estate revenue increased $0.2 million or 3% from Q209 and decreased $1.8 million or 18% from Q308.  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.

 

Operating expenses decreased $0.1 million quarter-over-quarter and decreased $1.2 million year-over-year.  The decreases in operating expense were primarily due to decreases in marketing expenses related to the continued progress in marketing efficiency driven by ongoing innovation on the RealEstate.com Web site, as well as general and administrative reductions reflecting our prior cost cutting initiatives.

 

5



 

CORPORATE

 

Unallocated Corporate Costs and Eliminations

$s in millions

 

 

 

 

 

 

 

Q/Q

 

 

 

Y/Y

 

 

 

Q3 2009

 

Q2 2009

 

% Change

 

Q3 2008

 

% Change

 

Inter-segment Revenue - elimination

 

$

(5.2

)

$

(3.7

)

42

%

$

(5.1

)

2

%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue *

 

$

0.5

 

$

0.5

 

10

%

$

0.5

 

1

%

 

 

 

 

 

 

 

 

 

 

 

 

Inter-segment Marketing - elimination

 

$

(5.2

)

$

(3.7

)

42

%

$

(4.8

)

10

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses*

 

$

7.8

 

$

6.1

 

27

%

$

5.8

 

36

%

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

(9.2

)

$

(7.0

)

(31

)%

$

(10.6

)

13

%

Adjusted EBITDA

 

$

(8.3

)

$

(6.6

)

(25

)%

$

(6.6

)

(25

)%

 


* Does not include non-cash compensation, depreciation, gain/loss on disposal of assets, restructuring, amortization or impairment. See separate reconciliation of Adjusted EBITDA and EBITDA to 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 increased $1.7 million quarter-over-quarter and $2.0 million year-over-year.  The quarter-over-quarter and year-over-year increases in operating expense were primarily related to increases in professional fees, including legal for the Mortech lawsuit, and various corporate matters and public company costs.

 

Liquidity and Capital Resources

 

As of September 30, 2009, Tree.com had $86.9 million in unrestricted cash and cash equivalents, compared to $83.7 million as of June 30, 2009.  The increase in cash was driven by a $7.5 million net cash inflow related to timing of the origination and sale of loans and warehouse line activity and $5.1 million of net working capital changes.  These increases were offset by $5.5 million of cash used for acquisitions and capital expenditures, an Adjusted EBITDA loss of $3.5 million for the quarter and $0.4 million cash paid for taxes on equity compensation instruments that vested in the period.

 

The loans held for sale and warehouse lines of credit balances as of September 30, 2009 were $81.9 million and $67.1 million, respectively.  As separately announced, we have also entered into an agreement with a new lender for a $75 million warehouse line with a term through October 29, 2010.

 

Conference Call

 

Tree.com will audio cast its conference call with investors and analysts discussing the Company’s third quarter financial results on Friday, October 30, 2009 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

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

(In thousands, except per share amounts)

 

Revenue

 

 

 

 

 

 

 

 

 

LendingTree Loans

 

$

24,109

 

$

19,993

 

$

94,738

 

$

76,049

 

Exchanges and other

 

18,610

 

20,484

 

52,662

 

76,007

 

Real Estate

 

7,997

 

9,781

 

21,549

 

28,378

 

Total revenue

 

50,716

 

50,258

 

168,949

 

180,434

 

Cost of revenue

 

 

 

 

 

 

 

 

 

LendingTree Loans

 

11,245

 

9,194

 

37,104

 

32,407

 

Exchanges and other

 

2,389

 

3,425

 

7,387

 

11,497

 

Real Estate

 

5,056

 

5,954

 

13,712

 

16,731

 

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

 

18,690

 

18,573

 

58,203

 

60,635

 

Gross margin

 

32,026

 

31,685

 

110,746

 

119,799

 

Operating expenses

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

17,435

 

23,282

 

45,149

 

81,028

 

General and administrative expense

 

17,529

 

22,672

 

51,335

 

58,358

 

Product development

 

1,673

 

1,797

 

4,842

 

5,349

 

Restructuring expense

 

78

 

2,394

 

(158

)

4,557

 

Amortization of intangibles

 

1,055

 

2,204

 

3,636

 

9,532

 

Depreciation

 

1,698

 

1,791

 

5,049

 

5,337

 

Asset impairments

 

 

 

3,903

 

164,335

 

Total operating expenses

 

39,468

 

54,140

 

113,756

 

328,496

 

Operating loss

 

(7,442

)

(22,455

)

(3,010

)

(208,697

)

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest income

 

9

 

2

 

84

 

13

 

Interest expense

 

(149

)

(169

)

(451

)

(497

)

Other

 

 

(2

)

 

(4

)

Total other income (expense), net

 

(140

)

(169

)

(367

)

(488

)

Loss before income taxes

 

(7,582

)

(22,624

)

(3,377

)

(209,185

)

Income tax (provision) benefit

 

182

 

73

 

(121

)

13,915

 

Net loss

 

$

(7,400

)

$

(22,551

)

$

(3,498

)

$

(195,270

)

Weighted average common shares outstanding

 

10,844

 

9,367

 

10,413

 

9,367

 

Weighted average diluted shares outstanding

 

10,844

 

9,367

 

10,413

 

9,367

 

Net loss per share available to common shareholders

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.68

)

$

(2.41

)

$

(0.34

)

$

(20.85

)

Diluted

 

$

(0.68

)

$

(2.41

)

$

(0.34

)

$

(20.85

)

 

7



 

TREE.COM, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

 

 

 

(unaudited)

 

 

 

 

 

(In thousands, except share amounts)

 

ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

86,859

 

$

73,643

 

Restricted cash and cash equivalents

 

12,826

 

15,204

 

Accounts receivable, net of allowance of $418 and $367, respectively

 

8,114

 

7,234

 

Loans held for sale ($80,116 and $85,638 measured at fair value, respectively)

 

81,931

 

87,835

 

Prepaid and other current assets

 

10,298

 

8,960

 

Total current assets

 

200,028

 

192,876

 

Property and equipment, net

 

13,320

 

17,057

 

Goodwill

 

13,185

 

9,285

 

Intangible assets, net

 

60,148

 

64,663

 

Other non-current assets

 

495

 

202

 

Total assets

 

$

287,176

 

$

284,083

 

LIABILITIES:

 

 

 

 

 

Warehouse lines of credit

 

$

67,129

 

$

76,186

 

Accounts payable, trade

 

5,431

 

3,541

 

Deferred revenue

 

1,633

 

1,231

 

Deferred income taxes

 

1,199

 

2,290

 

Accrued expenses and other current liabilities

 

42,042

 

37,146

 

Total current liabilities

 

117,434

 

120,394

 

Income taxes payable

 

470

 

862

 

Other long-term liabilities

 

11,042

 

9,016

 

Deferred income taxes

 

17,167

 

15,683

 

Total liabilities

 

146,113

 

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 10,892,405 and 9,369,381 shares, respectively

 

109

 

94

 

Additional paid-in capital

 

900,995

 

894,577

 

Accumulated deficit

 

(760,041

)

(756,543

)

Total shareholders’ equity

 

141,063

 

138,128

 

Total liabilities and shareholders’ equity

 

$

287,176

 

$

284,083

 

 

8



 

TREE.COM, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2009

 

2008

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(3,498

)

$

(195,270

)

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

 

 

 

 

 

Loss on disposal of assets

 

949

 

 

Amortization of intangibles

 

3,636

 

9,532

 

Depreciation

 

5,049

 

5,337

 

Intangible impairment

 

3,903

 

33,378

 

Goodwill impairment

 

 

130,957

 

Non-cash compensation expense

 

3,060

 

10,024

 

Non-cash restructuring expense

 

161

 

1,092

 

Deferred income taxes

 

393

 

(13,916

)

Gain on origination and sale of loans

 

(89,701

)

(68,739

)

Loss on impaired loans not sold

 

564

 

265

 

Loss on sale of real estate acquired in satisfaction of loans

 

51

 

202

 

Bad debt expense

 

325

 

577

 

Non-cash interest expense

 

 

76

 

Changes in current assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(1,208

)

2,812

 

Origination of loans

 

(2,232,380

)

(1,728,458

)

Proceeds from sales of loans

 

2,335,100

 

1,816,273

 

Principal payments received on loans

 

781

 

697

 

Payments to investors for loan losses and early payoff obligations

 

(5,641

)

(3,780

)

Prepaid and other current assets

 

(1,149

)

2,988

 

Accounts payable and other current liabilities

 

3,580

 

(17,842

)

Income taxes payable

 

(551

)

2,376

 

Deferred revenue

 

(130

)

(309

)

Other, net

 

1,154

 

(118

)

Net cash provided by (used in) operating activities

 

24,448

 

(11,846

)

Cash flows from investing activities:

 

 

 

 

 

Contingent acquisition consideration

 

 

(14,487

)

Acquisitions

 

(5,726

)

 

Capital expenditures

 

(2,200

)

(3,322

)

Other, net

 

3,253

 

(142

)

Net cash used in investing activities

 

(4,673

)

(17,951

)

Cash flows from financing activities:

 

 

 

 

 

Borrowing under warehouse lines of credit

 

1,964,237

 

1,586,413

 

Repayments of warehouse lines of credit

 

(1,973,294

)

(1,609,036

)

Principal payments on long-term obligations

 

 

(20,045

)

Capital contributions from IAC

 

 

109,417

 

Issuance of common stock

 

3,373

 

 

Excess tax benefits from stock-based awards

 

 

393

 

Increase in restricted cash

 

(875

)

(872

)

Net cash (used in) provided by financing activities

 

(6,559

)

66,270

 

Net increase in cash and cash equivalents

 

13,216

 

36,473

 

Cash and cash equivalents at beginning of period

 

73,643

 

45,940

 

Cash and cash equivalents at end of period

 

$

86,859

 

$

82,413

 

 

9



 

TREE.COM’S RECONCILIATION OF SEGMENT RESULTS TO GAAP ($s in thousands)

 

 

 

For the Three Months Ended September 30, 2009:

 

 

 

LendingTree

 

 

 

 

 

Unallocated—

 

 

 

 

 

Loans

 

Exchanges

 

Real Estate

 

Corporate

 

Total

 

Revenue

 

$

24,109

 

$

23,854

 

$

7,997

 

$

(5,244

)

$

50,716

 

Cost of revenue (exclusive of depreciation shown separately below)

 

11,245

 

1,849

 

5,056

 

540

 

18,690

 

Gross Margin

 

12,864

 

22,005

 

2,941

 

(5,784

)

32,026

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

5,820

 

15,637

 

1,221

 

(5,243

)

17,435

 

General and administrative expense

 

5,276

 

1,934

 

2,075

 

8,244

 

17,529

 

Product development

 

165

 

762

 

363

 

383

 

1,673

 

Restructuring expense

 

(54

)

50

 

53

 

29

 

78

 

Amortization of intangibles

 

70

 

337

 

641

 

7

 

1,055

 

Depreciation

 

741

 

246

 

302

 

409

 

1,698

 

Total operating expenses

 

12,018

 

18,966

 

4,655

 

3,829

 

39,468

 

Operating income (loss)

 

846

 

3,039

 

(1,714

)

(9,613

)

(7,442

)

Adjustments to reconcile to EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

70

 

337

 

641

 

7

 

1,055

 

Depreciation

 

741

 

246

 

302

 

409

 

1,698

 

EBITDA

 

1,657

 

3,622

 

(771

)

(9,197

)

(4,689

)

Restructuring expense

 

(54

)

50

 

53

 

29

 

78

 

Non-cash compensation

 

63

 

48

 

79

 

877

 

1,067

 

Adjusted EBITDA

 

$

1,666

 

$

3,720

 

$

(639

)

$

(8,291

)

$

(3,544

)

 

 

 

For the Three Months Ended September 30, 2008:

 

 

 

LendingTree

 

 

 

 

 

Unallocated—

 

 

 

 

 

Loans

 

Exchanges

 

Real Estate

 

Corporate

 

Total

 

Revenue

 

$

19,993

 

$

25,625

 

$

9,781

 

$

(5,141

)

$

50,258

 

Cost of revenue (exclusive of depreciation shown separately below)

 

9,194

 

2,896

 

5,954

 

529

 

18,573

 

Gross Margin

 

10,799

 

22,729

 

3,827

 

(5,670

)

31,685

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

5,022

 

21,218

 

1,803

 

(4,761

)

23,282

 

General and administrative expense

 

6,304

 

1,858

 

5,035

 

9,475

 

22,672

 

Product development

 

171

 

1,009

 

493

 

124

 

1,797

 

Restructuring expense

 

2,336

 

22

 

(28

)

64

 

2,394

 

Amortization of intangibles

 

70

 

1,046

 

1,088

 

 

2,204

 

Depreciation

 

894

 

197

 

248

 

452

 

1,791

 

Total operating expenses

 

14,797

 

25,350

 

8,639

 

5,354

 

54,140

 

Operating loss

 

(3,998

)

(2,621

)

(4,812

)

(11,024

)

(22,455

)

Adjustments to reconcile to EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

70

 

1,046

 

1,088

 

 

2,204

 

Depreciation

 

894

 

197

 

248

 

452

 

1,791

 

EBITDA

 

(3,034

)

(1,378

)

(3,476

)

(10,572

)

(18,460

)

Restructuring expense

 

2,336

 

22

 

(28

)

64

 

2,394

 

Non-cash compensation

 

 

1,189

 

2,715

 

3,901

 

7,805

 

Adjusted EBITDA

 

$

(698

)

$

(167

)

$

(789

)

$

(6,607

)

$

(8,261

)

 

10



 

 

 

For the Nine Months Ended September 30, 2009:

 

 

 

LendingTree

 

 

 

Real

 

Unallocated—

 

 

 

 

 

Loans

 

Exchanges

 

Estate

 

Corporate

 

Total

 

Revenue

 

$

94,738

 

$

63,551

 

$

21,549

 

$

(10,889

)

$

168,949

 

Cost of revenue (exclusive of depreciation shown separately below)

 

37,104

 

5,760

 

13,712

 

1,627

 

58,203

 

Gross Margin

 

57,634

 

57,791

 

7,837

 

(12,516

)

110,746

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

12,032

 

40,079

 

3,919

 

(10,881

)

45,149

 

General and administrative expense

 

16,524

 

7,390

 

7,130

 

20,291

 

51,335

 

Product development

 

412

 

2,201

 

1,244

 

985

 

4,842

 

Restructuring expense

 

(1,246

)

108

 

792

 

188

 

(158

)

Amortization of intangibles

 

210

 

493

 

2,926

 

7

 

3,636

 

Depreciation

 

2,287

 

643

 

849

 

1,270

 

5,049

 

Asset impairments

 

 

 

3,903

 

 

3,903

 

Total operating expenses

 

30,219

 

50,914

 

20,763

 

11,860

 

113,756

 

Operating income (loss)

 

27,415

 

6,877

 

(12,926

)

(24,376

)

(3,010

)

Adjustments to reconcile to EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

210

 

493

 

2,926

 

7

 

3,636

 

Depreciation

 

2,287

 

643

 

849

 

1,270

 

5,049

 

EBITDA

 

29,912

 

8,013

 

(9,151

)

(23,099

)

5,675

 

Restructuring expense

 

(1,246

)

108

 

792

 

188

 

(158

)

Asset impairments

 

 

 

3,903

 

 

3,903

 

Loss on disposal of assets

 

 

949

 

 

 

949

 

Non-cash compensation

 

199

 

467

 

210

 

2,184

 

3,060

 

Adjusted EBITDA

 

$

28,865

 

$

9,537

 

$

(4,246

)

$

(20,727

)

$

13,429

 

 

 

 

For the Nine Months Ended September 30, 2008:

 

 

 

LendingTree

 

 

 

 

 

Unallocated—

 

 

 

 

 

Loans

 

Exchanges

 

Real Estate

 

Corporate

 

Total

 

Revenue

 

$

76,049

 

$

92,813

 

$

28,378

 

$

(16,806

)

$

180,434

 

Cost of revenue (exclusive of depreciation shown separately below)

 

32,407

 

9,864

 

16,731

 

1,633

 

60,635

 

Gross Margin

 

43,642

 

82,949

 

11,647

 

(18,439

)

119,799

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

16,661

 

73,981

 

6,217

 

(15,831

)

81,028

 

General and administrative expense

 

19,023

 

5,750

 

11,973

 

21,612

 

58,358

 

Product development

 

575

 

2,852

 

1,759

 

163

 

5,349

 

Restructuring expense

 

3,142

 

173

 

485

 

757

 

4,557

 

Amortization of intangibles

 

210

 

6,038

 

3,284

 

 

9,532

 

Depreciation

 

2,544

 

577

 

702

 

1,514

 

5,337

 

Asset impairments

 

898

 

102,630

 

60,807

 

 

164,335

 

Total operating expenses

 

43,053

 

192,001

 

85,227

 

8,215

 

328,496

 

Operating income (loss)

 

589

 

(109,052

)

(73,580

)

(26,654

)

(208,697

)

Adjustments to reconcile to EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

210

 

6,038

 

3,284

 

 

9,532

 

Depreciation

 

2,544

 

577

 

702

 

1,514

 

5,337

 

EBITDA

 

3,343

 

(102,437

)

(69,594

)

(25,140

)

(193,828

)

Restructuring expense

 

3,142

 

173

 

485

 

757

 

4,557

 

Asset impairments

 

898

 

102,630

 

60,807

 

 

164,335

 

Non-cash compensation

 

 

1,519

 

3,432

 

5,073

 

10,024

 

Adjusted EBITDA

 

$

7,383

 

$

1,885

 

$

(4,870

)

$

(19,310

)

$

(14,912

)

 

11



 

About Tree.com, Inc.

 

Tree.com, Inc. (NASDAQ: TREE) is the parent of several brands and businesses in the financial services and real estate industries including LendingTree®, LendingTree Loans sm, GetSmart®, Home Loan Center, RealEstate.com, iNest®, and RealEstate.com, REALTORS®.  Together, they serve as an ally for consumers who are looking to comparison shop loans, real estate and other financial products from multiple businesses and professionals who compete for their business.

 

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.

 

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.

 

Definition of Tree.com’s Non-GAAP Measures

 

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

 

12



 

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.

 

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) proceeds from litigation settlements, (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 release, 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 release, 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.

 

Reconciliation of EBITDA and Adjusted EBITDA

 

For a reconciliation of EBITDA and Adjusted EBITDA to operating income (loss) for Tree.com’s operating segments for the three and nine months ended September 30, 2009 and 2008, see the table above.

 

Interest Rate Risk

 

Tree.com’s exposure to market rate risk for changes in interest rates relates primarily to its interest rate lock commitments, loans held for sale, and LendingTree Loans’ lines of credit.

 

13



 

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 and June 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

 

14