Tree.com Reports Fourth Quarter And Full Year 2012 Financial Results
Beginning in the third quarter 2012, after the completion of the sale of substantially all of the assets of the company's former mortgage origination business in
Chairman and CEO of
"The mortgage business performed particularly well in the fourth quarter, with revenue 10% higher than the third quarter and 225% higher than GAAP revenue in the prior year quarter. Fourth quarter revenue was also 55% higher than adjusted Exchanges revenue for the prior year quarter. The number of mortgage lenders active on our exchange grew over 15% from the third quarter and our monetization of consumer loan requests reflected robust lead quality. And at 52% of revenue in Q4, our Variable Marketing Margin exceeded 50% for the third consecutive quarter," said
Fourth Quarter 2012 Financial and Operating Highlights |
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Tree.com Exchanges Metrics (1) | |||||||||||||||||||||||||||||||
$s in millions | |||||||||||||||||||||||||||||||
Q/Q |
Y/Y |
||||||||||||||||||||||||||||||
Q4 2012 |
Q3 2012 |
% Change |
Q4 2011 |
% Change |
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GAAP |
Adjusted |
GAAP |
Adjusted |
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Revenue |
|||||||||||||||||||||||||||||||
Mortgage |
$ 21.9 |
$ 19.8 |
10% |
$ 6.7 |
$ 14.1 |
(2) |
225% |
55% |
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Non-Mortgage |
$ 2.1 |
$ 3.5 |
(41%) |
$ 3.9 |
$ 3.9 |
(47%) |
(47%) |
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Total Exchanges revenue |
$ 23.9 |
$ 23.3 |
3% |
$ 10.7 |
$ 18.0 |
124% |
33% |
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Non Mortgage % |
9% |
15% |
37% |
22% |
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Selling and marketing expense |
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Exchanges marketing expense (3) |
$ 11.6 |
$ 11.6 |
0% |
$ 6.2 |
$ 8.5 |
86% |
37% |
||||||||||||||||||||||||
Other Marketing |
$ 2.3 |
$ 1.8 |
30% |
$ 1.2 |
$ 1.2 |
97% |
97% |
||||||||||||||||||||||||
Selling and marketing expense |
$ 13.9 |
$ 13.4 |
4% |
$ 7.4 |
$ 9.7 |
88% |
44% |
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Variable marketing margin (4) |
$ 12.4 |
$ 11.7 |
5% |
$ 4.4 |
$ 9.5 |
178% |
30% |
||||||||||||||||||||||||
Variable marketing margin % of revenue |
52% |
50% |
42% |
53% |
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Net Income/(Loss) from Continuing Operations |
$ 2.3 |
$ 0.3 |
760% |
$ (5.1) |
N/A |
NM |
N/A |
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Adjusted EBITDA |
$ 2.8 |
$ 3.9 |
(28%) |
N/A |
$ 3.3 |
(5) |
N/A |
(14%) |
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Adjusted EBITDA % of revenue |
12% |
17% |
N/A |
18% |
N/A |
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(1) Adjusted Exchanges mortgage revenue, total adjusted Exchanges revenue, Exchanges marketing expense, adjusted EBITDA and adjusted EBITDA % of revenue are non-GAAP measures. Please see " |
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(2) Adjusted Exchanges mortgage revenue is a non-GAAP measure and 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 equaled 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 " |
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(3) Exchanges marketing expense is defined as the portion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing and related expenses, which excludes overhead, fixed costs and personnel-related expenses. Adjusted Q4 2011 Exchanges marketing expense is a non-GAAP measure that adds to Exchanges marketing expense selling and marketing expense allocated to the company's former mortgage origination business and recorded in discontinued operations |
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(4) Variable marketing margin is defined as revenue minus Exchanges marketing expense and is considered an operational metric. Adjusted Q4 2011 variable marketing expense is adjusted to use Adjusted Exchanges revenue rather than revenue for the calculation. |
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(5) Adjusted Q4 2011 adjusted 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. |
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- Fourth quarter revenue of
$23.9 million was$5.9 million , or 33%, higher than adjusted Exchanges revenue from the fourth quarter of 2011, driven by a substantial increase in the mortgage business. Additionally, revenue increased$0.6 million , or 3%, from$23.3 million in the prior quarter. - Mortgage business revenue was 55% higher than adjusted Exchanges mortgage revenue from the fourth quarter of 2011.
- Variable marketing margin of
$12.4 million was the highest level achieved since we began reporting this operating metric and, at 52% of revenue, represents the third consecutive quarter above fifty percent. Further, it is$2.9 million , or 30%, greater than the fourth quarter 2011. - Continuing operations Adjusted EBITDA of
$2.8 million declined$0.5 million , or 14%, from the fourth quarter 2011 and$1.1 million , or 28%, from the prior quarter. This was largely a result of certain non-recurring G&A items, as well as increased product development costs related to the Loan Explorer rate table and Reverse Mortgage products we launched commercially inJanuary 2013 . - Working capital was
$68.1 million atDecember 31, 2012 , compared to$73.0 million atSeptember 30 , 2012. Working capital is calculated as current assets (including unrestricted and restricted cash) minus current liabilities (including loan loss reserves). The decline fromSeptember 30 is principally related to the special dividend cash payment of approximately$11.4 million which was made onDecember 26, 2012 , as previously reported, and partially offset by a reduction in deferred income taxes. 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. - During the fourth quarter of 2012, the company spent approximately
$519 thousand to purchase a total of 35,782 shares. As ofDecember 31, 2012 , there was approximately$3.4 million in share repurchase authorization remaining under the current approved plan.
Business Outlook — 2013
Tree is providing revenue, variable marketing margin and Adjusted EBITDA guidance for 2013 as follows:
For the full year 2013,
- Revenue is anticipated to grow 40-46% over 2012 revenue reported on a GAAP basis and 15%—20% over 2012 adjusted Exchanges revenue.
- Variable marketing margin is anticipated to be 45%—48% of revenue.
- We are anticipating Adjusted EBITDA to be $15—$17 million.
Guidance for Q1 2013,
- Revenue is anticipated to grow 104—109% over Q1 2012 revenue reported on a GAAP basis and 12—15% over Q1 2012 adjusted Exchanges revenue.
- Variable marketing margin is anticipated to be $13—$14 million.
- Adjusted EBITDA is anticipated to be
$4 .0—$4.5 million.
Quarterly Conference Call
A conference call to discuss Tree's fourth quarter 2012 financial results will be webcast live today at
QUARTERLY TABLES AND FINANCIALS — | |||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
| |||||||
Three Months Ended |
Year Ended | ||||||
2012 |
2011 |
2012 |
2011 | ||||
(Unaudited) |
|||||||
(In thousands, except per share amounts) | |||||||
Revenue |
|
|
|
| |||
Costs and expenses (exclusive of depreciation shown separately |
|||||||
Cost of revenue |
1,465 |
604 |
4,295 |
4,133 | |||
Selling and marketing expense |
13,937 |
7,415 |
48,934 |
46,662 | |||
General and administrative expense |
6,456 |
4,693 |
22,622 |
19,751 | |||
Product development |
1,146 |
526 |
3,529 |
3,203 | |||
Litigation settlements and contingencies |
(4,173) |
525 |
(3,225) |
5,732 | |||
Restructuring and severance expense |
52 |
90 |
(57) |
1,080 | |||
Amortization of intangibles |
44 |
104 |
358 |
891 | |||
Depreciation |
901 |
1,346 |
4,105 |
5,023 | |||
Asset impairments |
— |
— |
— |
29,250 | |||
Total operating expenses |
19,828 |
15,303 |
80,561 |
115,725 | |||
Operating income (loss) |
4,114 |
(4,637) |
(3,118) |
(61,108) | |||
Other income (expense) |
|||||||
Interest expense |
(275) |
(102) |
(881) |
(368) | |||
Total other expense, net |
(275) |
(102) |
(881) |
(368) | |||
Income (loss) before taxes |
3,839 |
(4,739) |
(3,999) |
(61,476) | |||
Income tax benefit (expense) |
(1,497) |
(363) |
1,589 |
11,766 | |||
Net income (loss) from continuing operations |
2,342 |
(5,102) |
(2,410) |
(49,710) | |||
Gain from sale of discontinued operations, net of tax |
(20) |
— |
24,293 |
7,752 | |||
Income (loss) from operations of discontinued operations, net of tax. |
(293) |
6,284 |
24,452 |
(17,545) | |||
Income (loss) from discontinued operations |
(313) |
6,284 |
48,745 |
(9,793) | |||
Net income (loss) available to common shareholders |
|
|
|
| |||
Weighted average common shares outstanding |
11,386 |
11,045 |
11,313 |
10,995 | |||
Weighted average diluted shares outstanding |
12,175 |
11,045 |
11,313 |
10,995 | |||
Net income (loss) per share from continuing operations |
|||||||
Basic |
|
|
|
| |||
Diluted |
|
|
|
| |||
Net income (loss) per share available to common shareholders |
|||||||
Basic |
|
|
|
| |||
Diluted |
|
|
|
|
| |||||
CONSOLIDATED BALANCE SHEETS | |||||
December 31, |
December 31, | ||||
(In thousands, except | |||||
ASSETS: |
|||||
Cash and cash equivalents |
|
| |||
Restricted cash and cash equivalents |
29,414 |
12,451 | |||
Accounts receivable, net of allowance of |
11,488 |
5,474 | |||
Prepaid and other current assets |
743 |
1,060 | |||
Current assets of discontinued operations |
407 |
232,425 | |||
Total current assets |
122,242 |
296,951 | |||
Property and equipment, net |
6,155 |
8,375 | |||
Goodwill |
3,632 |
3,632 | |||
Intangible assets, net |
10,831 |
11,189 | |||
Other non-current assets |
152 |
246 | |||
Non-current assets of discontinued operations |
129 |
10,947 | |||
Total assets |
|
| |||
LIABILITIES: |
|||||
Accounts payable, trade |
|
| |||
Deferred revenue |
648 |
176 | |||
Deferred income taxes |
— |
4,335 | |||
Accrued expenses and other current liabilities |
18,793 |
16,712 | |||
Current liabilities of discontinued operations |
31,987 |
250,030 | |||
Total current liabilities |
54,169 |
280,325 | |||
Income taxes payable |
— |
7 | |||
Other long-term liabilities |
936 |
4,070 | |||
Deferred income taxes |
4,687 |
435 | |||
Non-current liabilities of discontinued operations |
253 |
1,032 | |||
Total liabilities |
60,045 |
285,869 | |||
Commitments and contingencies |
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SHAREHOLDERS' EQUITY: |
|||||
Preferred stock |
— |
— | |||
Common stock |
126 |
121 | |||
Additional paid-in capital |
916,388 |
911,987 | |||
Accumulated deficit |
(824,006) |
(858,105) | |||
Treasury stock 1,188,479 shares |
(9,412) |
(8,532) | |||
Total shareholders' equity |
83,096 |
45,471 | |||
Total liabilities and shareholders' equity |
|
|
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Below is a reconciliation of Adjusted EBITDA to net income (loss) for both continuing operations and discontinued operations. See " | ||||||||||
Three Months Ended |
Year Ended | |||||||||
|
|
|
|
| ||||||
(Dollars in thousands) | ||||||||||
Adjusted EBITDA from continuing operations |
|
|
|
|
| |||||
Adjustments to reconcile to net loss from continuing operations: |
||||||||||
Amortization of intangibles |
(107) |
(106) |
(101) |
(44) |
(358) | |||||
Depreciation |
(1,224) |
(1,046) |
(935) |
(901) |
(4,105) | |||||
Restructuring and severance income (expense) |
64 |
(3) |
48 |
(52) |
57 | |||||
Loss on disposal of assets |
(60) |
— |
(284) |
(394) |
(739) | |||||
Non-cash compensation |
(1,184) |
(1,072) |
(1,310) |
(1,485) |
(5,050) | |||||
Litigation settlements and contingencies |
(222) |
(216) |
(510) |
4,173 |
3,225 | |||||
Other expense, net |
(121) |
(136) |
(349) |
(276) |
(881) | |||||
Income tax benefit (expense) |
2,131 |
1,142 |
(188) |
(1,497) |
1,589 | |||||
Net income (loss) from continuing operations |
|
|
|
|
| |||||
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 Net income (loss) loss in table above) to Adjusted Exchanges EBITDA.
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See " | |||||||
Qtr 4 |
Qtr 3 |
Qtr 4 | |||||
(Dollars in thousands) |
2012 |
2012 |
2011 | ||||
Revenue (Continuing Operations) |
|
|
| ||||
Mortgage Exchanges Revenue |
21,874 |
19,801 |
6,738 | ||||
Adjustment: Modeled Revenue for leads sent to LTL |
0 |
0 |
7,343 | ||||
Adjusted Mortgage Exchange Revenue |
|
|
| ||||
Non-Mortgage Revenue |
2,069 |
3,495 |
3,928 | ||||
Total Adjusted Exchanges Revenue |
|
|
| ||||
Selling and Marketing Expense (Continuing Operations) |
|
|
| ||||
Exchanges Marketing |
11,590 |
11,572 |
6,221 | ||||
Adjustment: Shared Variable Marketing allocated to Discontinued Ops |
0 |
0 |
2,258 | ||||
Adjusted Exchanges Marketing Expense |
|
|
| ||||
Other Marketing |
2,347 |
1,804 |
1,194 | ||||
Adjusted EBITDA - Continuing Operations * |
|
|
| ||||
Adjustment: Combined revenue and marketing |
0 |
0 |
5,085 | ||||
Adjustment: Shared compensation costs allocated to Discontinued Ops |
0 |
0 |
(383) | ||||
Adjusted Exchanges EBITDA |
|
|
| ||||
* See reconciliation in prior table. |
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Qtr 1 |
Qtr 2 |
Qtr 3 |
Qtr 4 |
FY | |||||
2012 |
2012 |
2012 |
2012 |
2012 | |||||
Revenue (Continuing Operations) |
|
|
|
|
| ||||
Adjustment: Modeled Revenue for leads sent to LTL |
|
|
| ||||||
Adjusted Exchanges Revenue |
|
|
|
|
| ||||
Definition of
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 and severance 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
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.
Total adjusted Exchanges revenue is defined as adjusted Exchanges revenue plus revenue from the non-mortgage verticals.
Exchanges marketing expense is defined as the portion of selling and marketing expense attributable to 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 Exchanges marketing expense is a non-GAAP measure that adds to Exchanges marketing expense selling and marketing expense allocated to the company's former mortgage origination business and recorded in discontinued operations.
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.
Non-GAAP adjusted Exchanges metrics are not prepared in accordance with
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
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
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
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