Tree.com Reports Q109 Results


CHARLOTTE, N.C., May 1, 2009 (GLOBE NEWSWIRE) -- Tree.com, Inc. (Nasdaq:TREE) today announced Q109 net income of $3.2 million, which was a $10.2 million increase over Q408 and a $13.0 million increase over Q108. Revenue for this first quarter was $57.3 million, a $9.2 million increase quarter-over-quarter and a $12.9 million decrease year-over-year.

Doug Lebda, Chairman and CEO of Tree.com, said, "We are certainly pleased with the results from this quarter, particularly at LendingTree Loans where our investments in technology, lower costs, and better scalability are enabling us to achieve great financial results at an unprecedented time in the mortgage industry. But with that said, we need to remain focused on our core initiatives and continue developing new consumer facing products generating new revenue streams. And, we will certainly need to demonstrate that we can achieve revenue and profit growth in a more normalized mortgage market."



                  Tree.com Summary Financial Results
               $s in millions (Except per share amounts)
 -------------------------------------------------------------------
                                            Q/Q               Y/Y
                                             %                 %
                        Q1 2009    Q4 2008 Change   Q1 2008  Change
                       ---------------------------------------------
 Revenue                 $ 57.3     $ 48.1    19%    $ 70.2    (18%)

 EBITDA                  $  7.9     $ (2.0)    NM    $ (3.5)     NM
 Adjusted EBITDA         $  8.8     $ (0.8)    NM    $ (3.1)     NM

 Net Income/(Loss)       $  3.2     $ (7.0)    NM    $ (9.8)     NM

 Net Income/(Loss)
  Per Share              $ 0.33     $(0.75)    NM    $(1.05)     NM
 Diluted Net Income/
  (Loss) Per Share       $ 0.32     $(0.75)    NM    $(1.05)     NM
 -------------------------------------------------------------------
 *  NM = Not Meaningful

Information Regarding Q1 Results



 *   Q109 revenue increased 19% from Q408 and decreased 18% from Q108.
     The quarter-over-quarter improvement in revenue is being driven
     by LendingTree Loans, which has been positively impacted by
     continued declining mortgage rates, driving better close rates
     and resulting in better loan sales execution in the quarter. The
     year-over-year decrease in revenue is being driven by the
     Exchanges business, where lenders continue to face production
     capacity and warehouse availability issues. Additionally, the
     Real Estate business continues to be negatively impacted by fewer
     and lower value transactions reflective of the macro-real estate
     environment.

 *   Q109 results reflect $0.9 million of restructuring charges. Q408
     and Q108 results were also negatively impacted by $1.1 million
     and $0.4 million of restructuring charges, respectively.

 *   Exclusive of these restructuring items, Q109 Adjusted EBITDA
     increased $9.6 million quarter-over-quarter and $11.9 million
     year-over-year. This was primarily driven by an increase in
     revenue from the origination and sale of loans, as well as
     reduced marketing spend, both driven by the decreases in mortgage
     rates, which significantly increased consumer demand without the
     need to increase our marketing spend. Exclusive of non-cash
     compensation expense, selling and marketing expense, as a
     percentage of total revenue, decreased to 24% in Q109 compared to
     33% in Q408 and 43% in Q108.

Tree.com CFO Matt Packey added, "While we are pleased to deliver positive earnings per share and sequential quarterly improvements in revenue, we continue to benefit from a declining mortgage rate environment. We had concerns towards the middle of Q109, as we saw rates start to tick back up, that we would have to begin spending more heavily on marketing again. However, based on what we have experienced throughout April 2009, and in seeing various market forecasts for continued low rates through the end of 2009, we do not anticipate having to significantly increase our marketing expense to drive additional volume."

A chart describing average 30-year fixed mortgage rate recent trends is available at http://media.primezone.com/cache/10613/file/6850.pdf

Business Unit Discussion

LENDINGTREE LOANS SEGMENT



                   LendingTree Loans Segment Results
                            $s in millions
 -------------------------------------------------------------------
                                            Q/Q               Y/Y
                                             %                 %
                        Q1 2009    Q4 2008 Change   Q1 2008  Change
                       ---------------------------------------------
 Revenue -
  Direct Lending
   Origination and
    Sale of Loans        $ 32.8     $ 20.2    62%    $ 28.0     17%
   Other                    1.6        1.7    (3%)      2.8    (42%)
                       ---------------------------------------------
 Total Revenue -
  Direct Lending         $ 34.4     $ 21.9    57%    $ 30.8     12%

 Cost of Revenue *       $ 11.9     $  8.7   (36%)   $ 11.8     (0%)

 Operating Expenses*     $  7.4     $ 10.6    30%    $ 13.9     46%
                       ---------------------------------------------

 EBITDA                  $ 15.1     $  2.6   489%    $  5.1    194%
 Adjusted EBITDA         $ 15.0     $  2.9   419%    $  5.5    170%

 Metrics -
  Direct Lending
   Purchased loan
    requests (000s)        57.7       76.3   (24%)    109.0    (47%)
   Closed - units
    (000s)                  3.3        2.3    42%       3.1      6%
   Closed - units
    (dollars)            $714.8     $477.6    50%    $609.8     17%
 -------------------------------------------------------------------
 * Does not include non-cash compensation expense, depreciation,
   gain/loss on disposal of assets, or amortization (See
   reconciliation of EBITDA & Adjusted EBITDA to Operating Income or
   Loss)

LendingTree Loans

LendingTree Loans revenue in Q109 increased 57% compared to Q408, and increased 12% compared to the same period in 2008. Revenue from the origination and sale of loans increased 62% quarter-over-quarter and 17% year-over-year. These increases are attributable to a significant increase in the number and value of closed units and improvements in revenue earned for each loan sold. The current declining mortgage rate environment has significantly enhanced our lead-to-close ratios and we have also seen an increase in consumers paying discount points at origination. Those factors, coupled with higher loan amounts, have enabled us to realize improved gains upon the sale of the loans into the secondary market. The 42% decrease in other revenue year-over-year is primarily related to the closing of the LendingTree Settlement Services business, which ceased operations in October of last year.

Adjusting for the restructuring expense and exclusive of non-cash compensation, depreciation, and amortization, operating expenses declined $3.6 million quarter-over-quarter and $6.9 million year-over-year. These decreases were primarily driven by reductions in marketing spend related to the decline in cost-per-leads acquired from the Exchanges and receiving "overflow" leads through a relationship with a lender that received more than their current capacity could handle. Our restructuring efforts in 2008 have also helped reduce our general and administrative expenses by 9% quarter-over-quarter and 26% year-over-year.

EXCHANGES SEGMENT



                       Exchanges Segment Results
                            $s in millions
 -------------------------------------------------------------------
                                            Q/Q               Y/Y
                                             %                 %
                        Q1 2009    Q4 2008 Change   Q1 2008  Change
                       ---------------------------------------------
 Revenue - Exchanges
  Match Fees           $   10.0   $   11.8   (16%) $   19.9    (50%)
  Closed Loan Fees          6.4        6.5    (1%)     10.7    (40%)
  Inter-segment
   Revenue                  1.9        4.2   (54%)      5.7    (66%)
  Other                     0.8        0.6    22%       0.8     (2%)
                       ---------------------------------------------
 Total Revenue -
  Exchanges            $   19.1   $   23.1   (18%) $   37.1    (49%)

 Cost of Revenue *     $    1.9   $    2.4    21%  $    3.9     52%

 Operating Expenses*   $   14.7   $   16.8    12%  $   32.2     54%
                       ---------------------------------------------

 EBITDA                $    2.5   $    4.0   (38%) $    1.0    153%
 Adjusted EBITDA       $    2.5   $    4.0   (37%) $    1.0    159%

 Metrics - Exchanges
  Matched loan
   requests (000s)        366.3      334.0    10%     569.7    (36%)
  Closing - units
   (000s)                  14.3       15.7    (9%)     26.8    (46%)
  Closing - units
   (dollars)           $2,625.0   $2,328.8    13%  $3,690.9    (29%)
 -------------------------------------------------------------------
 * Does not include non-cash compensation expense, depreciation,
   gain/loss on disposal of assets, or amortization (See
   reconciliation of EBITDA & Adjusted EBITDA to Operating Income or
   Loss)

Exchanges

Exchanges' revenue in Q109 decreased 18% compared to Q408, and decreased 49% compared to the same period in 2008. Revenue from match fees decreased 16% quarter-over-quarter and 50% year-over-year. The decreases in match fee revenue are primarily driven by the continued weakening of lender demand for Exchange leads in this low rate environment. Exchange lenders' overall capacity limits are being tested as the lenders are experiencing increases in their organic volume and limited warehouse line availability.

Revenue from closings was relatively flat quarter-over-quarter and decreased 40% year-over-year. Despite lower closing units, close revenue remained flat quarter-over-quarter driven by significantly higher refinance closing units where we earn a higher fee per closing in comparison to our other products. The year-over-year decrease in closing revenue is primarily related to the decrease in matched loan requests related to the lender capacity issues referenced earlier. Inter-segment revenue represents the transfer price of loan requests between the Exchanges and LendingTree Loans. This revenue decreased 54% quarter-over-quarter and 66% year-over-year with the primary driver being reductions in marketing spend on LendingTree.com (the basis for the transfer price).

Adjusting for the restructuring expense and exclusive of non-cash compensation, depreciation, and amortization, operating expenses declined $2.0 million quarter-over-quarter and $17.5 million year-over-year. These decreases were primarily driven by reductions in marketing spend as a result of the consumer demand driven by favorable mortgage rate trends and some improvement in organic traffic.

REAL ESTATE SEGMENT



                      Real Estate Segment Results
                            $s in millions
 -------------------------------------------------------------------
                                             Q/Q              Y/Y
                                             %                 %
                        Q1 2009    Q4 2008 Change   Q1 2008  Change
                       ---------------------------------------------
 Total Revenue -
  Real Estate            $  5.8     $  7.5   (24%)   $  8.4    (31%)

 Cost of Revenue *       $  3.9     $  4.5    15%    $  4.9     20%

 Operating Expenses*     $  5.6     $  4.5   (23%)   $  6.0      7%
                       ---------------------------------------------

 EBITDA                  $ (3.7)    $ (1.5) (140%)   $ (2.5)   (50%)
 Adjusted EBITDA         $ (2.9)    $ (1.6)  (85%)   $ (2.5)   (20%)

 Metrics - Real Estate
   Closing-units(000s)      1.2        1.6   (24%)      1.6    (24%)
   Closing-units
    (dollars)            $281.4     $395.1   (29%)   $415.3    (32%)
   Agents-
    RealEstate.com,
    REALTORS(R)           1,213      1,174     3%       914     33%
   Markets-
    RealEstate.com,
    REALTORS(R)              20         20     0%        15     33%
 -------------------------------------------------------------------
 * Does not include non-cash compensation expense, depreciation,
   gain/loss on disposal of assets, or amortization (See
   reconciliation of EBITDA & Adjusted EBITDA to Operating Income or
   Loss)

Real Estate

Q109 Real Estate revenue decreased about $1.7 million, or 24%, from Q408, and $2.6 million, or 31%, from Q108. The primary driver of the quarter-over-quarter and year-over-year decreases in total Real Estate revenue were attributed to declines in our builder and broker referral networks, and to a lesser extent, in our company-owned real estate brokerage, RealEstate.com, REALTORS(r), which experienced decreases in closings and transaction values year-over-year from persistent negative market conditions.

Adjusting for the restructuring expense, and exclusive of non-cash compensation, depreciation and amortization, operating expenses increased $0.3 million quarter-over-quarter and decreased $1.1 million year-over-year. The quarter-over-quarter increase was primarily driven by $0.5 million increase in marketing related to our normal seasonal investment in leads as we enter the peak home buying season. The year-over-year decreases in operating expense are primarily related to decreases in marketing and general and administrative expenses related to the continued progress in marketing efficiency driven by ongoing innovation on the RealEstate.com Web site, as well as prior cost cutting initiatives. Real Estate Adjusted EBITDA for Q109 excludes $0.7 million of restructuring charges principally related to headcount reductions that will benefit future periods.

CORPORATE



             Unallocated Corporate Costs and Eliminations
                            $s in millions
 -------------------------------------------------------------------
                                            Q/Q               Y/Y
                                             %                 %
                        Q1 2009    Q4 2008 Change   Q1 2008  Change
                       ---------------------------------------------

 Inter-segment Revenue -
  elimination             $(1.9)     $(4.4)   56%     $(6.1)    68%

 Cost of Revenue *        $ 0.6      $ 0.5   (11%)    $ 0.6      3%

 Inter-segment
  Marketing -
  elimination             $(1.9)     $(4.2)  (54%)    $(5.7)   (66%)

 Operating Expenses*      $ 5.5      $ 6.3    14%     $ 6.3     13%
                       ---------------------------------------------

 EBITDA                   $(6.0)     $(7.0)   15%     $(7.2)    17%
 Adjusted EBITDA          $(5.8)     $(6.1)    5%     $(7.2)    19%
 -------------------------------------------------------------------
 * Does not include non-cash compensation expense, depreciation,
   gain/loss on disposal of assets, or amortization (See
   reconciliation of EBITDA & Adjusted EBITDA to Operating Income or
   Loss)

Corporate

The eliminations both in revenue and in marketing are primarily associated with the inter-segment transfer pricing charged from Exchanges to LendingTree Loans for leads. Adjusting for the restructuring expense, and exclusive of non-cash compensation, depreciation, and amortization, operating expenses decreased $0.1 million quarter-over-quarter and decreased $1.0 million year-over-year. The quarter-over-quarter and year-over-year decreases in operating expense are primarily related to decreases in general and administrative expenses related to prior cost cutting initiatives.

Liquidity and Capital Resources

As of March 31, 2009, Tree.com had $81.4 million in cash and cash equivalents compared to $73.6 million as of December 31, 2008. There were several key drivers of the increase in cash in the period. The first is related to EBITDA of $7.9 million generated for the quarter. The second is related to $1.9 million of cash received from the sale of restricted common stock. The third is related to $3.6 million of positive net working capital changes and a $0.2 million increase related to a decrease in restricted cash. These increases were partially offset by a $4.2 million net cash outflow related to timing of the origination and sale of loans and warehouse line activity, as well as $1.6 million outflow for acquisition payments and capital expenditures in the quarter.

The loans held for sale and warehouse lines of credit balances as of March 31, 2009 were $85.1 million and $72.2 million, respectively. In Q408, LendingTree Loans extended one of its $50 million warehouse lines through December 29, 2009. We have reached an agreement in principle with another lender for a new $50 million warehouse line with a term expected to be through April 30, 2010.

Conference Call

Tree.com will audiocast its conference call with investors and analysts discussing the Company's first quarter financial results on Friday, May 1, 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 audiocast is open to the public at http://investor-relations.tree.com/.

QUARTERLY FINANCIALS



                            TREE.COM, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)

                                                  Three Months Ended
                                                       March 31,
                                                 --------------------
                                                    2009       2008
                                                 ---------  ---------
                                                    (In thousands,
                                                     except per
                                                    share amounts)
 Revenue
     LendingTree Loans                           $  34,372  $  30,802
     Exchanges and other                            17,129     31,009
     Real Estate                                     5,759      8,382
                                                 ---------  ---------
   Total revenue                                    57,260     70,193
 Cost of revenue
     LendingTree Loans                              11,856     11,800
     Exchanges and other                             2,467      4,471
     Real Estate                                     3,864      4,870
                                                 ---------  ---------
   Total cost of revenue (exclusive of
    depreciation shown separately below)            18,187     21,141
                                                 ---------  ---------
   Gross margin                                     39,073     49,052
 Operating expenses
   Selling and marketing expense                    13,822     29,927
   General and administrative expense               16,694     20,659
   Product development                               1,608      2,109
   Restructuring expense                               842        402
   Amortization of intangibles                       1,263      3,668
   Depreciation                                      1,664      1,775
                                                 ---------  ---------
     Total operating expenses                       35,893     58,540
                                                 ---------  ---------
     Operating income (loss)                         3,180     (9,488)
 Other income (expense)
   Interest income                                      48          9
   Interest expense                                   (151)      (109)
   Other                                                --         (2)
                                                 ---------  ---------
 Total other income (expense), net                    (103)      (102)
                                                 ---------  ---------
 Income (loss) before income taxes                   3,077     (9,590)
 Income tax benefit (expense)                           83       (209)
                                                 ---------  ---------
 Net income (loss)                               $   3,160  $  (9,799)
                                                 =========  =========
 Weighted average common shares outstanding (a)      9,676      9,328
                                                 =========  =========
 Weighted average diluted shares outstanding (a)     9,736      9,328
                                                 =========  =========
 Net income (loss) per share available to
  common shareholders
   Basic                                         $    0.33  $   (1.05)
                                                 =========  =========
   Diluted                                       $    0.32  $   (1.05)
                                                 =========  =========

 (a) The weighted average common shares for the three months ended
     March 31, 2008 are equal to the number of shares outstanding
     immediately following the spin off from IAC.


                            TREE.COM, INC.
                      CONSOLIDATED BALANCE SHEETS

                                                 March 31,   Dec. 31,
                                                   2009        2008
                                                 ---------  ---------
                                                (unaudited)
                                                     (In thousands)
 ASSETS:
 Cash and cash equivalents                       $  81,436  $  73,643
 Restricted cash and cash equivalents               14,946     15,204
 Accounts receivable, net of allowance of
  $315 and $367, respectively                        6,470      7,234
 Loans held for sale ($83,109 and
  $85,638 measured at fair value, respectively)     85,149     87,835
 Prepaid and other current assets                   12,106      8,960
                                                 ---------  ---------
   Total current assets                            200,107    192,876
 Property and equipment, net                        15,184     17,057
 Goodwill                                            9,285      9,285
 Intangible assets, net                             64,401     64,663
 Other non-current assets                              211        202
                                                 ---------  ---------
   Total assets                                  $ 289,188  $ 284,083
                                                 =========  =========
 LIABILITIES:
 Warehouse lines of credit                       $  72,158  $  76,186
 Accounts payable, trade                             7,120      3,541
 Deferred revenue                                    1,266      1,231
 Deferred income taxes                               2,290      2,290
 Accrued expenses and other current liabilities     36,183     37,146
                                                 ---------  ---------
   Total current liabilities                       119,017    120,394
 Income taxes payable                                  863        862
 Other long-term liabilities                         9,251      9,016
 Deferred income taxes                              15,683     15,683
                                                 ---------  ---------
   Total liabilities                               144,814    145,955

 Commitments and contingencies

 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
  9,978,933 and 9,369,381 shares, respectively         100         94
 Additional paid-in capital                        897,657    894,577
 Accumulated deficit                              (753,383)  (756,543)
                                                 ---------  ---------
   Total shareholders' equity                      144,374    138,128
                                                 ---------  ---------
   Total liabilities and shareholders' equity    $ 289,188  $ 284,083
                                                 =========  =========


                            TREE.COM, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)

                                                  Three Months Ended
                                                       March 31,
                                                 --------------------
                                                    2009       2008
                                                 ---------  ---------
                                                    (In thousands)
 Cash flows from operating activities:
 Net income (loss)                               $   3,160  $  (9,799)
 Adjustments to reconcile net income (loss)
  to net cash provided by (used in)
  operating activities:
   Loss on disposal of assets                          638         --
   Amortization of intangibles                       1,263      3,668
   Depreciation                                      1,664      1,775
   Non-cash compensation expense                     1,177        556
   Non-cash restructuring expense                      161        337
   Deferred income taxes                                --        192
   Gain on origination and sale of loans
    held for sale                                  (32,764)   (28,007)
   Loss on impaired loans not sold                      61         39
   Loss on sale of real estate acquired
    in satisfaction of loans                            34         61
   Bad debt expense                                     79        238
   Non-cash interest expense                            --         76
 Changes in current assets and liabilities:
   Accounts receivable                                 684     (1,233)
   Origination of loans held for sale             (714,441)  (609,307)
   Proceeds from sales of loans held for sale      747,332    631,480
   Principal payments received on loans
    held for sale                                      446        113
   Payments to investors for loan repurchases
    and early payoff obligations                      (876)    (1,469)
   Prepaid and other current assets                   (421)      (424)
   Accounts payable and other
    current liabilities                              2,901      6,079
   Income taxes payable                               (126)       310
   Deferred revenue                                    (14)      (127)
 Other, net                                            287       (181)
                                                 ---------  ---------
 Net cash provided by (used in)
  operating activities                              11,245     (5,623)
                                                 ---------  ---------
 Cash flows from investing activities:
   Contingent acquisition consideration                 --    (14,487)
   Acquisitions                                     (1,000)        --
   Capital expenditures                               (592)    (1,470)
   Other, net                                          458          4
                                                 ---------  ---------
 Net cash used in investing activities              (1,134)   (15,953)
                                                 ---------  ---------
 Cash flows from financing activities:
   Borrowing under warehouse lines of credit       592,347    553,141
   Repayments of warehouse lines of credit        (596,374)  (553,828)
   Principal payments on long-term obligations          --    (20,031)
   Transfers to IAC                                     --     21,774
   Capital contributions from IAC                       --     14,487
   Issuance of common stock                          1,909         --
   Excess tax benefits from stock-based awards          --         98
   (Increase) decrease in restricted cash             (200)    12,511
                                                 ---------  ---------
 Net cash (used in) provided by
  financing activities                              (2,318)    28,152
                                                 ---------  ---------
 Net increase in cash and cash equivalents           7,793      6,576
 Cash and cash equivalents at beginning
  of period                                         73,643     45,940
                                                 ---------  ---------
 Cash and cash equivalents at end of period      $  81,436  $  52,516
                                                 =========  =========


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

                         For the Three Months Ended March 31, 2009:
                     -------------------------------------------------
                     LendingTree            Real    Unalloc
                        Loans    Exchanges  Estate    -ated     Total
                     ----------- --------- -------- --------  --------
 Revenue                 $34,372   $19,067  $ 5,759  $(1,938)  $57,260
 Cost of revenue          11,856     1,891    3,864      576    18,187
                     ----------- --------- -------- --------  --------
   Gross Margin           22,516    17,176    1,895   (2,514)   39,073
 Operating Expenses:                                           
   Selling and                                                 
    marketing                                                 
    expense                2,114    11,968    1,678   (1,938)   13,822
   General and                                                 
    administrative                                            
    expense                5,337     2,791    2,724    5,842    16,694
   Product                                                      
    development              150       632      534      292     1,608
   Restructuring                                               
    expense                 (108)       58      733      159       842
   Amortization of                                             
    intangibles               70        50    1,143       --     1,263
   Depreciation              787       199      260      418     1,664
                     ----------- --------- -------- --------  --------
   Total operating                                             
    expenses               8,350    15,698    7,072    4,773    35,893
                     ----------- --------- -------- --------  --------
 Operating income                                              
  (loss)                  14,166     1,478   (5,177)  (7,287)    3,180
 Adjustments                                                   
  to reconcile                                                
  to EBITDA:                                                  
   Amortization of                                             
    intangibles               70        50    1,143       --     1,263
   Depreciation              787       199      260      418     1,664
   Loss on disposal                                            
    of assets                 --       638       --       --       638
   Non-cash                                                    
    compensation              69       113       98      897     1,177
                     ----------- --------- -------- --------  --------
 EBITDA                  $15,092   $ 2,478 $(3,676)  $(5,972)  $ 7,922
                     =========== ========= ======== ========  ========
 Adjustments to                                                
  reconcile to                                                
  Adjusted EBITDA:                                            
   Restructuring                                               
    expense                 (108)       58      733      159       842
 Adjusted EBITDA         $14,984   $ 2,536  $(2,943) $(5,813)  $ 8,764
                     =========== ========= ======== ========  ========


                         For the Three Months Ended March 31, 2008:   
                     -------------------------------------------------
                     LendingTree            Real    Unalloc
                        Loans    Exchanges  Estate    -ated     Total
                     ----------- --------- -------- --------  --------
 Revenue                 $30,802   $37,060  $ 8,382  $(6,051)  $70,193
 Cost of revenue          11,800     3,905    4,870      566    21,141
                     ----------- --------- -------- --------  --------
   Gross Margin           19,002    33,155    3,512   (6,617)   49,052
 Operating Expenses:              
   Selling and                    
    marketing                    
    expense                6,016    27,436    2,191   (5,716)   29,927
   General and                    
    administrative               
    expense                7,101     3,709    3,284    6,565    20,659
   Product                        
    development              344     1,110      655       --     2,109
   Restructuring                  
    expense                  402        --       --       --       402
   Amortization of                
    intangibles               70     2,490    1,108       --     3,668
   Depreciation              802       186      202      585     1,775
                     ----------- --------- -------- --------  --------
   Total operating                
    expenses              14,735    34,931    7,440    1,434    58,540
                     ----------- --------- -------- --------  --------
 Operating income                 
  (loss)                   4,267    (1,776)  (3,928)  (8,051)   (9,488)
 Adjustments to                   
  reconcile to                   
  EBITDA:                        
   Amortization of                
    intangibles               70     2,490    1,108       --     3,668
   Depreciation              802       186      202      585     1,775
   Non-cash                       
    compensation              --        80      165      311       556
                     ----------- --------- -------- --------  --------
 EBITDA                  $ 5,139   $   980  $(2,453) $(7,155)  $(3,489)
                     =========== ========= ======== ========  ========
 Adjustments to                   
   reconcile to                   
   Adjusted EBITDA:               
   Restructuring                  
     expense                 402        --       --       --       402
 Adjusted EBITDA         $ 5,541   $   980  $(2,453) $(7,155)  $(3,087)
                     =========== ========= ======== ========  ========


                       For the Three Months Ended December 31, 2008:  
                     -------------------------------------------------
                     LendingTree            Real    Unalloc
                        Loans    Exchanges  Estate    -ated     Total
                     ----------- --------- -------- --------  --------
 Revenue                 $21,880   $23,149  $ 7,548  $(4,439)  $48,138
 Cost of revenue           8,695     2,409    4,562      496    16,162
                     ----------- --------- -------- --------  --------
   Gross Margin           13,185    20,740    2,986   (4,935)   31,976
 Operating Expenses:               
   Selling and                     
    marketing                     
    expense                4,338    14,780    1,173   (4,211)   16,080
   General and                     
    administrative                
    expense                5,892     1,581    3,344    5,753    16,570
   Product                         
    development              161       478      487      230     1,356
   Restructuring                   
    expense                  321        --      (60)     886     1,147
   Amortization of                 
    intangibles               70       317    1,063       --     1,450
   Depreciation              818       199      252      437     1,706
                     ----------- --------- -------- --------  --------
   Total operating                 
    expenses              11,600    17,355    6,259    3,095    38,309
                     ----------- --------- -------- --------  --------
 Operating income                  
  (loss)                   1,585     3,385   (3,273)  (8,030)   (6,333)
 Adjustments to                    
  reconcile to                    
  EBITDA:                         
   Amortization of                 
    intangibles               70       317    1,063       --     1,450
   Depreciation              818       199      252      437     1,706
   Non-cash                        
    compensation              91       113      428      582     1,214
                     ----------- --------- -------- --------  --------
 EBITDA                  $ 2,564   $ 4,014  $(1,530) $(7,011)  $(1,963)
                     ----------- --------- -------- --------  --------
 Adjustments to                    
  reconcile to                    
  Adjusted EBITDA:                
   Restructuring                   
    expense                  321        --      (60)     886     1,147
 Adjusted EBITDA         $ 2,885   $ 4,014  $(1,590) $(6,125)  $  (816)
                     =========== ========= ======== ========  ========

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(r), LendingTree Loans(sm), GetSmart(r), Home Loan Center, RealEstate.com, iNest(r), and RealEstate.com, REALTORS(r). 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.

The Tree.com, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5367

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. For 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," "Real Estate" and "Unallocated." 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. Assets and liabilities are not fully allocated to segments for internal purposes.

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 industry.

Real Estate

Real Estate consists of a proprietary full service real estate brokerage (RealEstate.com, REALTORS(r)) 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, and iNest.com, an online network that matches buyers and builders of new homes.

Definition of Tree.com's Non-GAAP Measures

EBITDA is defined as operating income excluding, if applicable: (1) depreciation expense, (2) gain/loss on disposal of assets, (3) non-cash compensation expense, (4) amortization and impairment of intangibles, (5) goodwill impairment, (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, but excludes the effects of these non-cash expenses. 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.

Adjusted EBITDA is defined as EBITDA, which is defined above, excluding restructuring expenses. Tree.com believes this measure is useful to investors because it represents the operating results from Tree.com, but excludes the effects of the 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 and non-cash compensation. 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.

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, 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 of intangibles is a non-cash expense 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. Tree.com believes that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of transaction costs.

Reconciliation of EBITDA

For a reconciliation of EBITDA to operating income/(loss) for Tree.com's operating segments for the three months ended March 31, 2009, December 31, 2008, and March 31, 2008 see 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.

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 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; 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, 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.



            

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