Tree.com Reports Third Quarter 2012 Financial Results PR Newswire CHARLOTTE, N.C., Nov. 5, 2012 CHARLOTTE, N.C., Nov. 5, 2012 /PRNewswire/ -- oConsolidated Net Income of $4.4 million; basic EPS of $0.38 and diluted EPS of $0.37 oContinuing operations revenue of $23.3 million, up 19% from third quarter 2011 total adjusted Exchanges revenue oContinuing operations Adjusted EBITDA of $3.9 million, or 17% of revenue oRaising 2012 adjusted Exchanges EBITDA guidance and issuing guidance for 2013 Tree.com, Inc. (NASDAQ: TREE), operator of LendingTree.com, the nation's leading online source for competitive home loan offers, today announced results for the quarter ended September 30, 2012. (Logo: http://photos.prnewswire.com/prnh/20110518/MM04466LOGO) Following the completion of the sale of substantially all of the assets of the company's former mortgage origination business in the preceding quarter, Tree's revenues and expenses for the third quarter reflect the monetization on our mortgage Exchange of all leads generated. Tree formerly provided non-GAAP adjusted Exchanges metrics to give investors a view into what our results might have been if the company did not monetize some leads through the former mortgage origination business. Tree is continuing to provide adjusted Exchanges metrics for applicable historical periods in which the company operated the mortgage origination business. Chairman and CEO of Tree.com, Doug Lebda, commented, "Tree delivered another great quarter. This was our first full quarter as a pure-play performance marketing company and we grew both top- and bottom-line from both last quarter and Q3 of last year. Our third quarter results reflect strong demand from our network lenders, who readily absorbed the substantial increase in supply of leads available to our Exchange following the sale of our mortgage origination business even in this historically low interest rate environment." "We continue to leverage our brands to drive consumers to our sites and provide quality leads to our clients. I am particularly pleased with the continued growth of our mortgage business, where we grew mortgage Exchanges revenue by 27% over adjusted mortgage Exchanges revenue in the third quarter of last year. Our financial plan is to grow our top line while maintaining strong variable marketing margin dollars and percent, and we are performing to that plan with nearly $12 million in variable marketing margin, representing a 50% margin, in the quarter," said Mr. Lebda. Third Quarter 2012 Financial and Operating Highlights oRevenue in the third quarter was 19% higher than adjusted Exchanges revenue in the third quarter 2011, driven by a 27% increase in adjusted Exchanges mortgage revenue. oCompared to prior periods' adjusted Exchanges EBITDA, continuing operations Adjusted EBITDA represented a 67% improvement over third quarter 2011 and a 14% improvement over the second quarter 2012. oContinuing operations Adjusted EBITDA margin was 17% in the quarter, compared with adjusted Exchanges EBITDA margins of 12% in the third quarter 2011 and 15% in the second quarter 2012. oUnique visitors grew in the third quarter 2012, with an 18% increase over third quarter 2011 and a 19% increase over the second quarter 2012. oWorking capital was $73.0 million at September 30, 2012, compared to $70.5 million at June 30, 2012. Working capital is calculated as current assets (including unrestricted and restricted cash) minus current liabilities (including loan loss reserves). Working capital does not include $10 million of deferred contingent consideration payable on the one year anniversary of the closing of the sale of the company's mortgage origination business, subject to various conditions being satisfied. oDuring the third quarter 2012, the company purchased a total of 15,136 shares of its stock at an average price of $15.28. As of September 30, 2012, there was approximately $3.9 million in share repurchase authorization remaining under the current approved plan. Subsequent to the end of the third quarter, between October 1 and October 31, 2012, the company purchased an additional 24,815 shares at an average price of $14.35. Business Outlook – 2012 and 2013 Tree is providing revenue, Variable Marketing Margin and Adjusted EBITDA guidance for 2012 and 2013 as follows: For 2012: oWe expect revenue from continuing operations in the fourth quarter 2012 to be 23%-27% higher than adjusted Exchanges revenue from the fourth quarter 2011. This equates to approximately 108%-114% higher revenue from continuing operations than reported in the fourth quarter 2011 on a GAAP basis. oVariable marketing margin in the fourth quarter 2012 is expected to be $10-$11 million. The company did not previously provide guidance on variable marketing margin. oAdjusted Exchanges EBITDA guidance for the full year 2012 is revised to $13-$14 million, from $12-$14 million previously. We are withdrawing our guidance for Net Income because of uncertainty in projecting the effects of the wind-down of discontinued operations and tax considerations. For 2013: oRevenue is anticipated to grow 15%–20% over 2012 adjusted Exchanges revenue. This equates to approximately 41%-46% over 2012 revenue from continuing operations reported on a GAAP basis. oVariable marketing margin is anticipated to be 45%-48% of revenue. oAdjusted EBITDA is anticipated to be $15–$17 million. Quarterly Conference Call A conference call to discuss Tree's third quarter 2012 financial results will be webcast live today at 5:30 PM Eastern Time (ET). The live audio cast is open to the public and available on Tree's investor relations website at http://investor-relations.tree.com/. For those without access to the Internet, the call may be accessed toll-free via phone at 877-606-1416. Callers outside the United State may dial 707-287-9313. Following completion of the call, a recorded replay of the webcast will be available on Tree's investor relations website until 11:59 P.M. ET on Monday November 19, 2012. To listen to the telephone replay, call toll-free 855-859-2056 with passcode # 34370948. Callers outside the United States may dial 404-537-3406 with passcode #34370948. QUARTERLY TABLES AND FINANCIALS – Tree.com Exchanges Metrics (1) $s in millions Q/Q Y/Y Q3 Q2 2012 % Change Q3 2011 % Change 2012 GAAP Adjusted GAAP Adjusted GAAP Adjusted GAAP Adjusted Revenue Mortgage (2) $ $ $ 59% 7% $ $ 115% 27% 19.8 12.5 18.5 9.2 15.6 Non-Mortgage $ $ $ (22%) (22%) $ $ (10%) (10%) 3.5 4.5 4.5 3.9 3.9 Total $ $ $ Exchanges 23.3 17.0 $ 23.0 37% 1% 13.1 $ 19.5 78% 19% revenue Non Mortgage 15% 27% 20% 30% 20% % Selling and marketing expense Exchanges $ $ $ $ $ marketing 11.6 9.0 11.1 29% 4% 7.5 10.7 54% 8% expense (3) Other $ $ $ (10%) (10%) $ $ 80% 80% Marketing 1.8 2.0 2.0 1.0 1.0 Selling and $ $ $ marketing 13.4 11.0 $ 13.1 22% 2% 8.5 $ 11.8 57% 13% expense Variable $ $ $ $ $ marketing 11.7 8.0 11.9 47% (1%) 5.6 8.8 109% 33% margin (4) Variable marketing 50% 47% 52% 43% 45% margin % of revenue Net Income/(Loss) $ $ $ from 0.3 (1.8) N/A NM N/A (3.4) N/A NM N/A Continuing Operations Adjusted $ $ $ Exchanges 3.9 N/A 3.4 N/A 14% N/A 2.3 N/A 67% EBITDA (5) Adjusted EBITDA % of 17% N/A 15% N/A N/A 12% N/A revenue (1) Adjusted Exchanges mortgage revenue, total adjusted Exchanges revenue, adjusted Exchanges marketing expense, variable marketing margin, variable marketing margin % of revenue, adjusted Exchanges EBITDA, and adjusted EBITDA % of revenue are non-GAAP measures. Please see "Tree.com's Reconciliation of Non-GAAP Measures to GAAP" and "Tree.com's Principles of Financial Reporting" below for more information on these non-GAAP measures. Q2 2012 Adjusted Exchanges metrics reflect modeled results through June 6, 2012, and actual results from June 7, 2012, through June 30, 2012. (2) Adjusted Exchanges mortgage revenue is defined as revenue from the Exchanges mortgage vertical plus modeled revenue for leads provided to the company's former mortgage origination business assuming sale prices for such leads equalled sale prices of leads of similar quality sold to network lenders. Accordingly, this measure also assumes lender demand on the network would have been sufficient to absorb the additional lead volume without affecting the prices of the leads actually sold. Please see "Tree.com's Principles of Financial Reporting" for further explanation of this metric. (3) Adjusted Exchanges marketing expense is defined as the portion of selling and marketing expense attributable to the current Exchanges business for variable costs paid for advertising, direct marketing and related expenses, plus selling and marketing expense allocated to the company's former mortgage origination business and recorded in discontinued operations. This metric excludes overhead, fixed costs, and personnel-related expenses. (4) Variable marketing margin is defined as total Exchanges revenue minus Exchanges marketing expense. (5) Adjusted Exchanges EBITDA is defined as Adjusted EBITDA from continuing operations, plus modeled revenue for leads provided to the company's former mortgage origination business, minus Exchanges selling and marketing expense allocated to the company's former mortgage origination business and recorded in discontinued operations. Tree.com Summary Financial Results $s in millions (except per share amounts) Q/Q Y/Y Q3 2012 Q2 2012 % Q3 2011 % Change Change Revenue From Continuing Ops $ $ 37% $ 78% 23.3 17.0 13.1 From Discontinued $ $ (81%) $ (84%) Ops 5.9 30.6 37.6 Total Revenue $ $ (38%) $ (42%) 29.2 47.5 50.7 Adjusted EBITDA * From Continuing Ops $ $ NM $ NM 3.9 (0.3) (0.5) From Discontinued $ $ (16%) $ (56%) Ops 4.2 5.0 9.6 Total Adjusted $ $ 72% $ (10%) EBITDA 8.1 4.7 9.1 EBITDA * From Continuing Ops $ $ NM $ NM 1.8 (1.6) (2.2) From Discontinued $ $ 23% $ (54%) Ops 4.2 3.4 9.0 Total EBITDA $ $ 240% $ (12%) 6.0 1.8 6.8 Net Income/(Loss) Net Income/(Loss) $ $ NM $ NM from Continuing Ops 0.3 (1.8) (3.4) Net Income/(Loss) $ $ $ from Discontinued 4.1 27.5 (85%) 16.7 (75%) Ops Net Income/(Loss) $ $ (83%) $ (67%) 4.4 25.8 13.3 Net Income/(Loss) $ $ (83%) $ (68%) Per Share 0.38 2.28 1.21 Diluted Net $ $ $ Income/(Loss) Per 0.37 2.28 (84%) 1.21 (70%) Share From Continuing Operations: Net Income/(Loss) $ $ NM $ NM Per Share 0.02 (0.16) (0.31) Diluted Net $ $ $ Income/(Loss) Per 0.02 (0.16) NM (0.31) NM Share NM = Not Meaningful * EBITDA and Adjusted EBITDA are Non-GAAP measures. Please see "Tree.com's Reconciliation of Non-GAAP Measures to GAAP" and "Tree.com's Principles of Financial Reporting" below for more information on Adjusted EBITDA TREE.COM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September30, September30, 2012 2011 2012 2011 (In thousands, except per share amounts) Revenue $23,296 $13,101 $53,501 $43,951 Costs and expenses Cost of revenue 1,231 1,001 2,830 3,529 Selling and marketing expense 13,376 8,475 34,997 39,246 General and administrative expense 5,532 4,388 16,166 15,059 Product development 853 681 2,383 2,677 Litigation settlements and 510 212 948 5,206 contingencies Restructuring expense (gain) (48) 498 (109) 990 Amortization of intangibles 101 213 314 787 Depreciation 934 1,393 3,204 3,677 Asset impairments — — — 29,250 Total costs and expenses 22,489 16,861 60,733 100,421 Operating income (loss) 807 (3,760) (7,232) (56,470) Other expense Interest expense (349) (110) (606) (266) Total other expense, net (349) (110) (606) (266) Income (loss) before income taxes 458 (3,870) (7,838) (56,736) Income tax benefit (provision) (188) 464 3,086 12,128 Net income (loss) from continuing 270 (3,406) (4,752) (44,608) operations Gain from sale of discontinued — 7,752 24,313 7,752 operations, net of tax Income (loss) from operations of 4,112 8,969 24,745 (23,829) discontinued operations, net of tax Income (loss) from discontinued 4,112 16,721 49,058 (16,077) operations Net income (loss) attributable to $4,382 $13,315 $44,306 $(60,685) common shareholders Weighted average common shares 11,389 11,037 11,293 10,978 outstanding Weighted average diluted shares 12,003 11,037 11,293 10,978 outstanding Net income (loss) per share from continuing operations Basic $0.02 $(0.31) $(0.42) $(4.06) Diluted $0.02 $(0.31) $(0.42) $(4.06) Net income (loss) per share from discontinued operations Basic $0.36 $1.52 $4.34 $(1.47) Diluted $0.35 $1.52 $4.34 $(1.47) Net income (loss) per share attributable to common shareholders Basic $0.38 $1.21 $3.92 $(5.53) Diluted $0.37 $1.21 $3.92 $(5.53) TREE.COM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September30, December31, 2012 2011 (unaudited) (In thousands, except par value and share amounts) ASSETS: Cash and cash equivalents $89,780 $45,541 Restricted cash and cash equivalents 29,425 12,451 Accounts receivable, net of allowance of $94 and 10,415 5,474 $86, respectively Prepaid and other current assets 1,524 1,060 Current assets of discontinued operations 479 232,425 Total current assets 131,623 296,951 Property and equipment, net 6,924 8,375 Goodwill 3,632 3,632 Intangible assets, net 10,874 11,189 Other non-current assets 166 246 Non-current assets of discontinued operations 236 10,947 Total assets $153,455 $331,340 LIABILITIES: Accounts payable, trade $3,963 $9,072 Deferred revenue 1,162 176 Deferred income taxes 4,335 4,335 Accrued expenses and other current liabilities 17,367 11,998 Current liabilities of discontinued operations 31,784 254,744 Total current liabilities 58,611 280,325 Income taxes payable — 7 Other long-term liabilities 1,094 4,070 Deferred income taxes 568 435 Non-current liabilities of discontinued operations 331 1,032 Total liabilities 60,604 285,869 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 12,546,501 and 12,169,226 shares, 125 121 respectively, and outstanding 11,393,804 and 11,045,965 shares, respectively Additional paid-in capital 915,417 911,987 Accumulated deficit (813,799) (858,105) Treasury stock of 1,152,697 and 1,123,261 shares, (8,892) (8,532) respectively Total shareholders' equity 92,851 45,471 Total liabilities and shareholders' equity $153,455 $331,340 TREE.COM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September30, 2012 2011 (In thousands) Cash flows from operating activities attributable to continuing operations: Net income (loss) $44,306 $(60,685) Less (income) loss from discontinued operations, net of (49,058) 16,077 tax Net loss from continuing operations (4,752) (44,608) Adjustments to reconcile net loss from continuing operations to net cash used in operating activities attributable to continuing operations: Loss on disposal of fixed assets 344 210 Amortization of intangibles 314 787 Depreciation 3,204 3,677 Intangible impairment — 29,250 Non-cash compensation expense 3,565 2,731 Deferred income taxes 134 (12,144) Bad debt expense (recovery (4) 32 Changes in current assets and liabilities: Accounts receivable (4,938) (1,911) Prepaid and other current assets 401 (122) Accounts payable and other current liabilities (2,492) 385 Income taxes payable (658) (58) Deferred revenue 986 (96) Other, net (410) 988 Net cash used in operating activities attributable to (4,306) (20,879) continuing operations Cash flows from investing activities attributable to continuing operations: Capital expenditures (2,046) (5,480) Increase in restricted cash (4,047) (1,488) Net cash used in investing activities attributable to (6,093) (6,968) continuing operations Cash flows from financing activities attributable to continuing operations: Vesting and issuance of common stock, net of withholding (301) (950) taxes Purchase of treasury stock (360) — (Increase) decrease in restricted cash 4,150 (3,325) Net cash provided by (used in) financing activities 3,489 (4,275) attributable to continuing operations Total cash used in continuing operations (6,910) (32,122) Net cash provided by (used in) operating activities 222,885 (58,317) attributable to discontinued operations Net cash provided by (used in) investing activities 25,923 (9,310) attributable to discontinued operations Net cash provided by (used in) financing activities (197,659) 41,261 attributable to discontinued operations Total cash provided by (used in) discontinued operations 51,149 (26,366) Net increase (decrease) in cash and cash equivalents 44,239 (58,488) Cash and cash equivalents at beginning of period 45,541 68,819 Cash and cash equivalents at end of period $89,780 $10,331 TREE.COM'S RECONCILIATION OF NON-GAAP MEASURES TO GAAP ($ in thousands): Below is a reconciliation of Adjusted EBITDA to net income (loss) for both continuing operations and discontinued operations. See "Tree.com's Principles of Financial Reporting" for further discussion of our use of these Non-GAAP measures. Three Months Ended September 30, September 30, June 30, 2012 2011 2012 (Dollars in thousands) Adjusted EBITDA from $3,897 $(521) $(317) continuing operations Adjustments to reconcile to net income (loss) from continuing operations: Amortization of (101) (213) (106) intangibles Depreciation (934) (1,393) (1,046) Restructuring gain 48 (498) (3) (expense) Loss on disposal of (284) (99) — assets Non-cash compensation (1,309) (824) (1,072) Litigation settlements and (510) (212) (216) contingencies Other expense, net (349) (110) (136) Income tax benefit (188) 464 1,142 (provision) Net income (loss) from continuing $270 $(3,406) $(1,754) operations Adjusted EBITDA from $4,221 $9,584 $5,032 discontinued operations Adjustments to reconcile to net income from discontinued operations: Restructuring expense (95) (509) (239) Asset impairments — — (1,365) Loss on disposal — (27) — of assets Non-cash compensation — (75) (42) Litigation settlements and 33 (4) (15) contingencies Gain from sale of discontinued operations, — 7,752 24,313 net of tax Other expense, net 29 — 10 Income tax benefit (76) — (166) (provision) Net income from $4,112 $16,721 $27,528 discontinued operations Adjusted EBITDA from continuing operations $3,897 $(521) $(317) per above Adjusted EBITDA from discontinued operations 4,221 9,584 5,032 per above Total Adjusted EBITDA 8,118 9,063 4,715 Adjustments to reconcile to net income: Amortization of (101) (213) (106) intangibles Depreciation (934) (1,393) (1,046) Restructuring expense (47) (1,007) (242) Asset impairments — — (1,365) Loss on disposal of (284) (126) — assets Non-cash compensation (1,309) (899) (1,114) Litigation settlements and (477) (216) (231) contingencies Gain from sale of discontinued operations, — 7,752 24,313 net of tax Other expense, net (320) (110) (126) Income tax benefit (264) 464 976 (provision) Net income $4,382 $13,315 $25,774 Below is a reconciliation of revenue to adjusted Exchanges revenue, selling and marketing expense to adjusted Exchanges marketing expense, and Adjusted EBITDA from continuing operations (reconciled to operating loss in table above) to Adjusted Exchanges EBITDA. See "Tree.com's Principles of Financial Reporting" for further discussion of the Company's use of these Non-GAAP measures. Qtr 3 Qtr 2 Qtr 3 (Dollars in thousands) 2012 2012 2011 Revenue (Continuing $23,296 $16,970 $13,101 Operations) Mortgage Exchanges 19,801 12,461 9,203 Revenue Adjustment: Modeled Revenue 0 6,026 6,429 for leads sent to LTL Adjusted Mortgage Exchange $19,801 $18,487 $15,632 Revenue Non-Mortgage 3,495 4,508 3,898 Revenue Total Adjusted Exchanges $23,296 $22,995 $19,531 Revenue Selling and Marketing Expense (Continuing $13,375 $10,969 $8,475 Operations) Exchanges 11,572 8,969 7,458 Marketing Adjustment: Shared Variable Marketing allocated to 0 2,082 3,288 Discontinued Ops Adjusted Exchanges Marketing $11,572 $11,051 $10,746 Expense Other Marketing 1,804 2,000 1,017 Adjusted EBITDA - Continuing $3,897 $(317) $(521) Operations * Adjustment: Combined 0 3,943 3,141 revenue and marketing Adjustment: Shared compensation costs allocated 0 (206) (287) to Discontinued Ops Adjusted Exchanges EBITDA $3,897 $3,420 $2,333 * See reconciliation in prior table. Full Year Full Year Qtr 4 Guidance Guidance Low High 2011 2012 - 2012 Revenue (Continuing $10,666 $75,652 - $76,373 Operations) Adjustment: Modeled Revenue 7,343 16,863 - 16,863 for leads sent to LTL Total Adjusted Exchanges $18,009 $92,515 - $93,236 Revenue 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"), adjusted Exchanges mortgage revenue, total adjusted Exchanges revenue, adjusted Exchanges marketing expense, variable marketing margin $, variable marketing margin % of revenue, adjusted Exchanges EBITDA and adjusted EBITDA % of revenue as supplemental measures to GAAP. These measures are primary metrics by which Tree.com evaluates the performance of its businesses, on which its marketing expenditures are based and, in the case of Adjusted EBITDA and Variable Marketing Margin $, by which management and many employees are 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 set forth above. Tree.com is not able to provide a reconciliation of projected adjusted Exchanges EBITDA or adjusted EBITDA to expected reported results due to the unknown effect, timing and potential significance of the effects of the wind-down of discontinued operations and tax considerations. Definition of Tree.com's Non-GAAP Measures EBITDA is defined as operating income or loss (which excludes interest expense and taxes) excluding amortization of intangibles and depreciation. 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 or dispositions, and (7) one-time items. 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 measures presented by also providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures. Adjusted Exchanges mortgage revenue is defined as revenue from the Exchanges mortgage vertical plus modeled revenue for leads provided to HLC, assuming sale prices for such leads equaled contemporaneous sale prices of leads of similar quality sold to network lenders. Accordingly, this measure also assumes lender demand on the network would have been sufficient to absorb the additional lead volume without affecting the prices of the leads actually sold. The Company believes these are reasonable assumptions to facilitate the purpose of this metric, which is to give investors a view into what the results might have been if the Company did not operate HLC. Investors are cautioned that there is inherent uncertainty in this metric and the Company urges investors to consider this metric and the other non-GAAP measures discussed below that include this metric in addition to results prepared in accordance with GAAP and not as substitutions for or superior to GAAP results. There can be no assurance that this metric and the other non-GAAP measures discussed below that include this metric will be indicative of actual results of operations following the sale of the Home Loan Center assets. Total adjusted Exchanges revenue is defined as adjusted Exchanges revenue plus revenue from the non-mortgage verticals. Adjusted Exchanges marketing expense is defined as the portion of selling and marketing expense attributable to the current Exchanges business for variable costs paid for advertising, direct marketing and related expenses, plus selling and marketing expense allocated to HLC and recorded in discontinued operations. This metric excludes overhead, fixed costs and personnel-related expenses. Adjusted variable marketing margin is defined as adjusted Exchanges revenue minus adjusted Exchanges marketing expense, and adjusted variable marketing margin % of revenue is defined as variable marketing margin expressed as a percentage of adjusted Exchanges revenue. Adjusted Exchanges EBITDA is defined as Adjusted EBITDA from continuing operations, plus modeled revenue for leads provided to HLC, minus Exchanges selling and marketing expense allocated to HLC and recorded in discontinued operations. Adjusted EBITDA % of revenue is defined as adjusted Exchanges EBITDA expressed as a percentage of adjusted Exchanges revenue. Non-GAAP adjusted Exchanges metrics are not prepared in accordance with SEC rules or Generally Accepted Accounting Principles requiring certain pro forma financial information giving effect to the disposition of a material asset that has occurred or in some cases that is probable, and they are not intended to be a substitute for such financial information. The Company prepared and reported pro forma financial information following the closing of the sale of assets of Home Loan Center in accordance with SEC rules and Generally Accepted Accounting Principles, which was filed as an exhibit to Tree.com's Form 8-K filed on June 7, 2012. One-Time Items Adjusted EBITDA is adjusted for one-time items, if applicable. Items are considered one-time in nature if they are 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 adjustments for one-time items. Non-Cash Expenses That Are Excluded From Tree.com's Adjusted EBITDA and Adjusted Exchanges EBITDA 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 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 amounts 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. 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 Tree.com 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: adverse conditions in the primary and secondary mortgage markets and in the economy, particularly interest rates; seasonality of results; potential liabilities to secondary market purchasers; changes in the Company's relationships with network lenders; breaches of network security or the misappropriation or misuse of personal consumer information; failure to provide competitive service; failure to maintain brand recognition; ability to attract and retain customers in a cost-effective manner; ability to develop new products and services and enhance existing ones; competition; allegations of failure to comply with existing or changing laws, rules or regulations, or to obtain and maintain required licenses; failure of network lenders or other affiliated parties to comply with regulatory requirements; failure to maintain the integrity of systems and infrastructure; liabilities as a result of privacy regulations; failure to adequately protect intellectual property rights or allegations of infringement of intellectual property rights; and changes in management. 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, 2011, our Quarterly Reports on Form 10-Q for the period ended March 31, 2012 and June 30, 2012, 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. About Tree.com, Inc. Tree.com, Inc. (NASDAQ: TREE) is the parent of several brands and businessesthat provide information, tools, advice, products and services for critical transactions in consumers' lives. Our family of brands includes: LendingTree®, GetSmart®, DegreeTree®, LendingTreeAutos, DoneRight!®, ServiceTree(SM), InsuranceTree® and HealthTree.Together, these brands serve as an ally for consumers who are looking to comparison shop for loans, education, auto, home services and other services from multiple businesses and professionals who will 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 visitwww.tree.com. SOURCE Tree.com, Inc. Website: http://www.tree.com Contact: Investor Relations, 877-640-4856, email@example.com
Tree.com Reports Third Quarter 2012 Financial Results
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