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DISCONTINUED OPERATIONS
9 Months Ended
Sep. 30, 2011
DISCONTINUED OPERATIONS 
DISCONTINUED OPERATIONS

NOTE 6—DISCONTINUED OPERATIONS

        On March 10, 2011, management of the Company made the decision and finalized a plan to close all of the field offices of the proprietary full service real estate brokerage business known as RealEstate.com, REALTORS®. The Company exited all markets by March 31, 2011. In September 2011, the Company sold the remaining assets of RealEstate.com, which consisted primarily of internet domain names and trademarks. Accordingly, these Real Estate businesses are presented as discontinued operations in the accompanying consolidated balance sheet and consolidated statements of operations and cash flows for all periods presented.

        On May 12, 2011, we entered into an asset purchase agreement with Discover Bank, a wholly-owned subsidiary of Discover Financial Services, which provides for the sale of substantially all of the operating assets of our LendingTree Loans business to Discover Bank. The Company has evaluated the facts and circumstances of the pending transaction and the applicable accounting guidance for discontinued operations, and has concluded that the LendingTree Loans business should be reflected as discontinued operations in the accompanying consolidated balance sheet and consolidated statements of operations and cash flows for all periods presented.

        The revenue and net income (loss) for the Real Estate businesses that are reported as discontinued operations for the applicable periods were as follows (in thousands):

 
  Three Months Ended
September 30,
 
 
  2011   2010  

Revenue

  $ 515   $ 3,213  
           

Loss before income taxes

  $ (637 ) $ (1,182 )

Income tax provision

         

Gain from sale of discontinued operations

    7,752      
           

Net income (loss)

  $ 7,115   $ (1,182 )
           

 

 
  Nine Months Ended
September 30,
 
 
  2011   2010  

Revenue

  $ 3,633   $ 11,825  
           

Loss before income taxes

  $ (16,936 ) $ (4,454 )

Income tax provision

         

Gain from sale of discontinued operations

    7,752      
           

Net loss

  $ (9,184 ) $ (4,454 )
           

        Net loss for the nine months ended September 30, 2011 includes goodwill disposal charges totaling $8.0 million, trademark impairment charges of $4.1 million and restructuring charges totaling $2.5 million.

        The revenue and net income (loss) for LendingTree Loans that are reported as discontinued operations for the applicable periods were as follows (in thousands):

 
  Three Months Ended
September 30,
 
 
  2011   2010  

Revenue

  $ 37,094   $ 34,760  
           

Income before income taxes

  $ 9,168   $ 10,539  

Income tax provision

         
           

Net income

  $ 9,168   $ 10,539  
           

 

 
  Nine Months Ended
September 30,
 
 
  2011   2010  

Revenue

  $ 81,726   $ 87,147  
           

Income (loss) before income taxes

  $ (7,679 ) $ 22,364  

Income tax provision

         
           

Net income (loss)

  $ (7,679 ) $ 22,364  
           

        Net loss for the nine months ended September 30, 2011 includes restructuring charges totaling $4.0 million.

        The assets and liabilities of Real Estate that are reported as discontinued operations as of September 30, 2011 and December 31, 2010 were as follows (in thousands):

 
  September 30,
2011
  December 31,
2010
 

Current assets

  $ 137   $ 305  
           

Property and equipment

        2,123  

Goodwill

        7,967  

Other non-current assets

        4,285  
           
 

Non-current assets

        14,375  
           

Current liabilities

    1,248     1,213  

Non-current liabilities

    92     288  
           

Net assets (liabilities)

  $ (1,203 ) $ 13,179  
           

        The assets and liabilities of LendingTree Loans that are reported as discontinued operations as of September 30, 2011 and December 31, 2010 were as follows (in thousands):

 
  September 30,
2011
  December 31,
2010
 

Loans held for sale

  $ 185,295   $ 116,681  

Other current assets

    18,518     13,715  
           
 

Current assets

    203,813     130,396  
           

Property and equipment

    3,406     3,074  

Goodwill

    5,579      

Other non-current assets

    1,108     406  
           
 

Non-current assets

    10,094     3,480  
           

Warehouse lines of credit

    141,883     100,623  

Other current liabilities

    24,434     16,384  
           
 

Current liabilities

    166,317     117,007  
           

Non-current liabilities

    18,705     12,134  
           

Net assets (liabilities)

  $ 28,885   $ 4,735  
           

Significant Assets and Liabilities of LendingTree Loans

        Upon closing of the sale of substantially all of the operating assets of our LendingTree Loans business to Discover Bank, LendingTree Loans will cease to originate consumer loans and will no longer have additional borrowings available under the warehouse lines of credit. The remaining operations will be wound down over the quarter following the closing of the transaction. These wind-down activities include selling the balance of loans held for sale to investors, which historically has occurred within thirty days of funding, and paying off and then terminating the lines of credit. Additionally, the liability for losses on previously sold loans will remain with LendingTree Loans. Below is a discussion of these significant items.

  • Loans Held for Sale

        LendingTree Loans originates all of its residential real estate loans with the intent to sell them in the secondary market. Loans held for sale consist primarily of residential first mortgage loans that are secured by residential real estate throughout the United States.

        The following table represents the loans held for sale by type of loan as of September 30, 2011 and December 31, 2010 ($ amounts in thousands):

 
  September 30,
2011
  December 31,
2010
 
 
  Amount   %   Amount   %  

Conforming

  $ 153,561     83 % $ 86,451     74 %

FHA and Alt-A

    20,778     11 %   20,431     18 %

Jumbo

    10,956     6 %   9,129     8 %

Subprime

        %   580     %

Home equity

        %   90     %
                   

Total

  $ 185,295     100 % $ 116,681     100 %
                   

        The following presents the difference between the aggregate principal balance of loans on nonaccrual status for which the fair value option has been elected and for loans measured at lower of cost or market valuation as of September 30, 2011 and December 31, 2010 (in thousands):

 
  As of September 30, 2011  
 
  Loans on
Nonaccrual—
Measured at
Fair Value
  Loans on
Nonaccrual—
Measured at
LOCOM
  Total Loans on
Nonaccrual
 

Aggregate unpaid principal balance

  $ 558   $   $ 558  

Difference between fair value and aggregate unpaid principal balance

    (250 )       (250 )
               

Loans on nonaccrual

  $ 308   $   $ 308  
               

 

 
  As of December 31, 2010  
 
  Loans on
Nonaccrual—
Measured at
Fair Value
  Loans on
Nonaccrual—
Measured at
LOCOM
  Total Loans on
Nonaccrual
 

Aggregate unpaid principal balance

  $ 1,380   $ 2,290   $ 3,670  

Difference between fair value and aggregate unpaid principal balance

    (496 )       (496 )

Lower of cost or market valuation allowance

        (1,508 )   (1,508 )

Deferred loan fees, net of costs

        (9 )   (9 )
               

Loans on nonaccrual

  $ 884   $ 773   $ 1,657  
               

        Included within the loans on nonaccrual status are repurchased loans with a net book value of $-0- and $0.2 million at September 30, 2011 and December 31, 2010, respectively. During the nine months ended September 30, 2011, LendingTree Loans did not repurchase any loans, but sold fifteen loans on nonaccrual status for $1.2 million, which approximated the net book value. During the nine months ended September 30, 2010, LendingTree Loans repurchased one loan with a balance of $0.3 million.

  • Fair Value Measurements

        Tree.com categorizes its assets and liabilities measured at fair value into a fair value hierarchy that prioritizes the assumptions used in pricing the asset or liability into the following three levels:

  • Level 1:    Observable inputs such as quoted prices for identical assets and liabilities in active markets obtained from independent sources.

    Level 2:    Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data.

    Level 3:    Unobservable inputs for which there is little or no market data and which require Tree.com to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the asset or liability.

        LendingTree Loans enters into commitments with consumers to originate loans at a specified interest rate (interest rate lock commitments—"IRLCs"). Tree.com reports IRLCs as derivative instruments at fair value with changes in fair value being recorded in discontinued operations. IRLCs for loans to be sold to investors using a mandatory or assignment of trade ("AOT") method are hedged using "to be announced mortgage-backed securities" ("TBA MBS") and are valued using quantitative risk models. The IRLCs derive their base value from an underlying loan type with similar characteristics using the TBA MBS market which is actively quoted and easily validated through external sources. The most significant data inputs used in this valuation include, but are not limited to, loan type, underlying loan amount, note rate, loan program, and expected sale date of the loan. IRLCs for loans sold to investors on a best efforts basis are hedged using best efforts forward delivery commitments and are valued on an individual loan basis using a proprietary database program. These valuations are based on investor pricing tables stratified by product, note rate and term. The valuation is adjusted at the loan level to consider the servicing release premium and loan pricing adjustments specific to each loan. The Company applies an anticipated loan funding probability based on its own experience to value IRLCs, which results in the classification of these derivatives as Level 3. The value of the underlying loan and the anticipated loan funding probability are the most significant assumptions affecting the valuation of IRLCs. There were no significant changes to the methods and assumptions for valuing IRLCs in the period ended September 30, 2011. At September 30, 2011 and December 31, 2010, there were $454.0 million and $216.6 million, respectively, of IRLCs notional value outstanding.

        Loans held for sale measured at fair value and sold to investors using a mandatory or AOT method are also hedged using TBA MBS and valued using quantitative risk models. The valuation is based on the loan amount, note rate, loan program, and expected sale date of the loan. Loans held for sale measured at fair value and sold to investors on a best efforts basis are hedged using best efforts forward delivery commitments and are valued using a proprietary database program. The best efforts valuations are based on daily investor pricing tables stratified by product, note rate and term. These valuations are adjusted at the loan level to consider the servicing release premium and loan pricing adjustments specific to each loan. Loans held for sale, excluding impaired loans, are classified as Level 2. Loans held for sale measured at fair value that become impaired are transferred from Level 2 to Level 3, as the estimate of fair value is based on the Company's experience considering lien position and current status of the loan. There were no significant changes to the method and assumptions used to estimate the fair value of impaired loans in the period ended September 30, 2011. LendingTree Loans recognizes interest income separately from other changes in fair value.

        Under LendingTree Loans' risk management policy, LendingTree Loans economically hedges the changes in fair value of IRLCs and loans held for sale caused by changes in interest rates by using TBA MBS and entering into best efforts forward delivery commitments. These hedging instruments are recorded at fair value with changes in fair value recorded in current earnings as a component of revenue from the origination and sale of loans. There were no significant changes to the methods and assumptions for valuing hedging instruments in the period ended September 30, 2011. TBA MBS used to hedge both IRLCs and loans are valued using quantitative risk models based primarily on inputs related to characteristics of the MBS stratified by product, coupon, and settlement date. These derivatives are classified as Level 2. Best efforts forward delivery commitments are valued using a proprietary database program using investor pricing tables considering the current base loan price. An anticipated loan funding probability is applied to value best efforts commitments hedging IRLCs, which results in the classification of these contracts as Level 3. The current base loan price and the anticipated loan funding probability are the most significant assumptions affecting the value of the best efforts commitments. The best efforts forward delivery commitments hedging loans held for sale are classified as Level 2, so such contracts are transferred from Level 3 to Level 2 at the time the underlying loan is originated. For the purposes of the tables below, we refer to TBA MBS and best efforts forward delivery commitments collectively as "Forward Delivery Contracts".

        The following presents Tree.com's assets and liabilities that are measured at fair value on a recurring basis at September 30, 2011 and December 31, 2010 (in thousands):

 
  As of September 30, 2011  
 
  Recurring Fair Value Measurements Using  
 
  Quoted Market
Prices in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total
Fair Value
Measurements
 

Loans held for sale

  $   $ 184,987   $ 308   $ 185,295  

Interest rate lock commitments ("IRLCs")

            12,747     12,747  

Forward delivery contracts

        (2,898 )   32     (2,866 )
                   

Total

  $   $ 182,089   $ 13,087   $ 195,176  
                   

 
  As of December 31, 2010  
 
  Recurring Fair Value Measurements Using  
 
  Quoted Market
Prices in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total
Fair Value
Measurements
 

Loans held for sale

  $   $ 115,024   $ 884   $ 115,908  

Interest rate lock commitments ("IRLCs")

            5,986     5,986  

Forward delivery contracts

        1,001     3     1,004  
                   

Total

  $   $ 116,025   $ 6,873   $ 122,898  
                   

        The following presents the changes in Tree.com's assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2011 and 2010 (in thousands):

 
  Three Months Ended
September 30, 2011
 
 
  Interest Rate
Lock
Commitments
  Forward
Delivery
Contracts
  Loans
Held for
Sale
 

Balance at July 1, 2011

  $ 6,278   $ 220   $ 861  
 

Transfers into Level 3

            72  
 

Transfers out of Level 3

        (257 )    
 

Total net gains (losses) included in earnings (realized and unrealized)

    40,680     69     (83 )
 

Purchases, sales, and settlements

                   
   

Purchases

             
   

Sales

            (538 )
   

Settlements

    (2,255 )       (4 )
 

Transfers of IRLCs to closed loans

    (31,956 )        
               

Balance at September 30, 2011

  $ 12,747   $ 32   $ 308  
               

 

 
  Nine Months Ended
September 30, 2011
 
 
  Interest Rate
Lock
Commitments
  Forward
Delivery
Contracts
  Loans
Held for
Sale
 

Balance at January 1, 2011

  $ 5,986   $ 3   $ 884  
 

Transfers into Level 3

            732  
 

Transfers out of Level 3

        (215 )    
 

Total net gains (losses) included in earnings (realized and unrealized)

    81,847     302     (86 )
 

Purchases, sales, and settlements

                   
   

Purchases(a)

    970     (58 )    
   

Sales

            (1,041 )
   

Settlements

    (8,252 )       (181 )
 

Transfers of IRLCs to closed loans

    (67,804 )        
               

Balance at September 30, 2011

  $ 12,747   $ 32   $ 308  
               

(a)
Purchased in conjunction with the acquisition of certain assets of SurePoint.

 
  Three Months Ended
September 30, 2010
 
 
  Interest Rate
Lock
Commitments
  Forward
Delivery
Contracts
  Loans
Held for
Sale
 

Balance at July 1, 2010

  $ 10,848   $ (20 ) $ 957  
 

Transfers into Level 3

            378  
 

Transfers out of Level 3

        (17 )    
 

Total net gains (losses) included in earnings (realized and unrealized)

    33,683     20     (34 )
 

Purchases, sales, and settlements

                   
   

Purchases

             
   

Sales

            (262 )
   

Settlements

    (3,533 )       (3 )
 

Transfers of IRLCs to closed loans

    (30,749 )        
               

Balance at September 30, 2010

  $ 10,249   $ (17 ) $ 1,036  
               

 

 
  Nine Months Ended
September 30, 2010
 
 
  Interest Rate
Lock
Commitments
  Forward
Delivery
Contracts
  Loans
Held for
Sale
 

Balance at January 1, 2010

  $ 3,680   $ 487   $ 777  
 

Transfers into Level 3

            640  
 

Transfers out of Level 3

        109      
 

Total net gains (losses) included in earnings (realized and unrealized)

    83,752     (613 )   (111 )
 

Purchases, sales, and settlements

                   
   

Purchases

             
   

Sales

            (262 )
   

Settlements

    (12,250 )       (8 )
 

Transfers of IRLCs to closed loans

    (64,933 )        
               

Balance at September 30, 2010

  $ 10,249   $ (17 ) $ 1,036  
               

        The following presents the gains (losses) included in earnings for the three and nine months ended September 30, 2011 and 2010 relating to Tree.com's assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):

 
  Three Months
Ended September 30, 2011
  Nine Months
Ended September 30, 2011
 
 
  Interest Rate
Lock
Commitments
  Forward
Delivery
Contracts
  Loans
Held
for Sale
  Interest Rate
Lock
Commitments
  Forward
Delivery
Contracts
  Loans
Held
for Sale
 

Total net gains (losses) included in earnings, which are included in discontinued operations

  $ 40,680   $ 69   $ (83 ) $ 81,847   $ 302   $ (86 )
                           

Change in unrealized gains (losses) relating to assets and liabilities still held at September 30, 2011, which are included in discontinued operations

  $ 12,747   $ 32   $   $ 12,747   $ 32   $ (44 )
                           

 

 
  Three Months
Ended September 30, 2010
  Nine Months
Ended September 30, 2010
 
 
  Interest Rate
Lock
Commitments
  Forward
Delivery
Contracts
  Loans
Held
for Sale
  Interest Rate
Lock
Commitments
  Forward
Delivery
Contracts
  Loans
Held
for Sale
 

Total net gains (losses) included in earnings, which are included in discontinued operations

  $ 33,683   $ 20   $ (34 ) $ 83,752   $ (613 ) $ (111 )
                           

Change in unrealized gains (losses) relating to assets and liabilities still held at September 30, 2010, which are included in discontinued operations

  $ 10,249   $ (17 ) $ (112 ) $ 10,249   $ (17 ) $ 2  
                           

        The following table summarizes the Company's derivative instruments not designated as hedging instruments as of September 30, 2011 and December 31, 2010 (in thousands):

 
  September 30, 2011   December 31, 2010  
 
  Balance Sheet Location   Fair Value   Balance Sheet Location   Fair Value  

Interest Rate Lock Commitments

  Current assets of discontinued operations   $ 12,784   Current assets of discontinued operations   $ 5,991  

Forward Delivery Contracts

  Current assets of discontinued operations     323   Current assets of discontinued operations     2,633  

Interest Rate Lock Commitments

  Current liabilities of discontinued operations     (37 ) Current liabilities of discontinued operations     (5 )

Forward Delivery Contracts

  Current liabilities of discontinued operations     (3,189 ) Current liabilities of discontinued operations     (1,629 )
                   

Total Derivatives

      $ 9,881       $ 6,990  
                   

        The gain/(loss) recognized in the consolidated statements of operations for derivatives for the periods ended September 30, 2011 and 2010 was as follows (in thousands):

 
   
  Three Months Ended   Nine Months Ended  
 
  Location of Gain/(Loss)
Recognized
in Income on Derivative
  September 30,
2011
  September 30,
2010
  September 30,
2011
  September 30,
2010
 

Interest Rate Lock Commitments

  Discontinued operations   $ 40,680   $ 33,683   $ 81,847   $ 83,752  

Forward Delivery Contracts

  Discontinued operations     (3,262 )   3,252     (3,818 )   (3,905 )
                       
 

Total

      $ 37,418   $ 36,935   $ 78,029   $ 79,847  
                       

        Tree.com has elected to account for loans held for sale originated on or after January 1, 2008 at fair value. Electing the fair value option allows a better offset of the changes in fair values of the loans and the forward delivery contracts used to economically hedge them without the burden of complying with the requirements for hedge accounting.

        Tree.com did not elect the fair value option on loans held for sale originated prior to January 1, 2008 and on loans that were repurchased from investors on or subsequent to that date. As of September 30, 2011 and December 31, 2010, -0- and 23 such loans, respectively, all of which were impaired, were included in loans held for sale and were carried at the lower of cost or market ("LOCOM") value assessed on an individual loan basis. The market value (or fair value) of these impaired loans at September 30, 2011 and December 31, 2010, measured on a non-recurring basis using significant unobservable inputs (Level 3), was $-0- and $0.8 million, respectively. This fair value measurement is management's best estimate of the market value of such loans and considers the lien position and loan status. During the nine months ended September 30, 2011, fifteen impaired loans were sold for $1.2 million, which approximated the net book value.

        The following presents the difference between the aggregate principal balance of loans held for sale for which the fair value option has been elected and for loans measured at LOCOM as of September 30, 2011 and December 31, 2010 (in thousands):

 
  As of September 30, 2011  
 
  Loans Held
for Sale—
Measured at
Fair Value
  Loans Held
for Sale—
Measured at
LOCOM
  Total Loans
Held For
Sale
 

Aggregate unpaid principal balance

  $ 177,471   $   $ 177,471  

Difference between fair value and aggregate unpaid principal balance

    7,824         7,824  
               

Loans held for sale

  $ 185,295   $   $ 185,295  
               

 

 
  As of December 31, 2010  
 
  Loans Held
for Sale—
Measured at
Fair Value
  Loans Held
for Sale—
Measured at
LOCOM
  Total Loans
Held For
Sale
 

Aggregate unpaid principal balance

  $ 113,116   $ 2,290   $ 115,406  

Difference between fair value and aggregate unpaid principal balance

    2,792         2,792  

Lower of cost or market valuation allowance

        (1,508 )   (1,508 )

Deferred loan fees, net of costs

        (9 )   (9 )
               

Loans held for sale

  $ 115,908   $ 773   $ 116,681  
               

        During the nine months ended September 30, 2011 and 2010, the change in fair value of loans held for sale for which the fair value option was elected was a gain of $3.7 million and $5.5 million, respectively, and is included in discontinued operations in the accompanying consolidated statements of operations.

  • Loan Loss Obligations

        LendingTree Loans sells loans it originates to investors on a servicing released basis so the risk of loss or default by the borrower is generally transferred to the investor. However, LendingTree Loans is required by these investors to make certain representations relating to credit information, loan documentation and collateral. These representations and warranties may extend through the contractual life of the mortgage loan. Subsequent to the sale, if underwriting deficiencies, borrower fraud or documentation defects are discovered in individual mortgage loans, LendingTree Loans may be obligated to repurchase the respective mortgage loan or indemnify the investors for any losses from borrower defaults if such deficiency or defect cannot be cured within the specified period following discovery.

        In the case of early loan payoffs and early defaults on certain loans, LendingTree Loans may be required to repay all or a portion of the premium initially paid by the investor. The estimated obligation associated with early loan payoffs and early defaults is calculated based on historical loss experience by type of loan.

        The obligation for losses related to the representations and warranties and other provisions discussed above is initially recorded at its estimated fair value, which includes a projection of expected future losses as well as a market based premium. Because LendingTree Loans does not service the loans it sells, it does not maintain nor have access to the current balances and loan performance data with respect to the individual loans previously sold to investors. Accordingly, the Company is unable to determine, with precision, its maximum exposure under its representations and warranties. However, LendingTree Loans utilizes the original loan balance (before it was sold to an investor), historical and projected loss frequency and loss severity ratios by loan type as well as analyses of losses in process to estimate its exposure to losses on loans previously sold. The Company maintains a liability related to this exposure based, in part, on historical and projected loss frequency and loss severity using its loan loss history (adjusted for recent trends in loan loss experience), the original principal amount of the loans previously sold, the year the loans were sold, and loan type. Accordingly, subsequent adjustments to the obligation, if any, are not made based on changes in the fair value of the obligation, which might include an estimated change in losses that may be expected in the future, but are made once further losses are determined to be both probable and estimable. As such, given current general industry trends in mortgage loans as well as housing prices, market expectations around losses related to the Company's obligations could vary significantly from the obligation recorded as of the balance sheet date or the range estimated below. In estimating its exposure to loan losses, LendingTree Loans segments its loan sales into four segments based on the extent of the documentation provided by the borrower to substantiate income and/or assets (full or limited documentation) and the lien position of the mortgage in the underlying property (first or second position). Each of these segments has a different loss experience with full documentation, first lien position loans generally having the lowest loss ratios and limited documentation, second lien position loans generally having the highest loss ratios.

        The following table represents the loans sold for the period shown and the aggregate loan losses through September 30, 2011:

 
  As of September 30, 2011  
Period of Loan Sales
  Number of
loans
sold
  Original
principal
balance
  Number of
loans with
losses
  Original
principal
balance of
loans with
losses
  Amount of
aggregate
losses
 
 
   
  (in billions)
   
  (in millions)
  (in millions)
 

Nine months ended September 30, 2011

    8,500   $ 1.8       $   $  

2010

    12,400     2.8     3     0.7     0.1  

2009

    12,800     2.8     3     0.8     0.1  

2008

    11,000     2.2     22     4.7     1.1  

2007

    36,300     6.1     149     20.2     7.3  

2006

    55,000     7.9     202     23.4     13.0  

2005 and prior years

    86,700     13.0     87     11.7     4.8  
                       

Total

    222,700   $ 36.6     466   $ 61.5   $ 26.4  
                       

        The pipeline of 219 loan repurchase requests and indemnifications as of September 30, 2011 was considered in determining the appropriate reserve amount. The status of these 219 loans varied from an initial review stage, which may result in a rescission of the request, to in process, where the probability of incurring a loss is high, to indemnification, whereby the Company has agreed to reimburse the purchaser of that loan if and when losses are incurred. The indemnification may have a specific term, thereby limiting the Company's exposure. The original principal amount of these loans is approximately $44.3 million, comprised of approximately 80% full documentation first liens, 2% full documentation second liens, 15% limited documentation first liens, and 3% limited documentation second liens.

        In the fourth quarter of 2009, LendingTree Loans entered into settlement negotiations with two buyers of previously purchased limited documentation loans. The settlement with one buyer was completed in December 2009 and included a payment of $1.9 million related to all second lien loans sold to this buyer, including both full and limited documentation. This amount was not determined on an individual loan basis and is, therefore, not included in the loss amounts disclosed above based on the year such loans were sold. The settlement was included as a charge off to the reserve in 2009. Negotiations with the second buyer were completed in January 2010. This settlement of $4.5 million, which was paid in four equal quarterly installments in 2010, relates to all future losses on limited documentation second lien loans sold to this buyer. LendingTree Loans must also pay an additional amount of up to $0.3 million in conjunction with this settlement since it did not sell a certain volume of loans to this buyer in 2010. This amount is included in the total settlement amount and the estimated settlement payments remaining to be paid. This settlement amount was included as a charge off to the reserve in 2010 and is not included in the table above.

        Based on historical experience, it is anticipated that the Company will continue to receive repurchase requests and incur losses on loans sold in prior years. However, the two settlements discussed above will eliminate future repurchase requests from those buyers for the loan types included in those settlements. As of September 30, 2011, LendingTree Loans estimated the range of remaining possible losses due to representations and warranty issues based on the methodology described above, excluding the $0.3 million settlement remaining to be paid in 2011, as $25 million to $33 million. The Company believes that it has adequately reserved for these losses.

        The activity related to loss reserves on previously sold loans for the nine months ended September 30, 2011 and 2010, is as follows (in thousands):

 
  Nine Months Ended
September 30,
 
 
  2011   2010  

Balance, beginning of period

  $ 16,984   $ 16,985  

Provisions

    11,050     8,132  

Charge offs to reserves(a)

    (1,014 )   (10,172 )
           

Balance, end of period

  $ 27,020   $ 14,945  
           

(a)
The nine months ended September 30, 2010 includes a charge off for the amount of the $4.5 million loan loss settlement plus a portion of the $0.3 million additional accrual discussed above. The remaining settlement payment due of $0.3 million is tracked as a liability separate from the loan loss reserve (see table below).

        Based on an analysis of the Company's historical loan loss experience, it has been determined that a portion of the loan losses expected to be made by investors will be made more than twelve months following the initial sale of the underlying loans. Accordingly, the Company has estimated the portion of its loans sold reserve that it anticipates it will be liable for after twelve months and has classified that portion of the reserve as a long-term liability. The liability for losses on previously sold loans is presented in the accompanying consolidated balance sheet as of September 30, 2011 and December 31, 2010 as follows (in thousands):

 
  As of
September 30,
2011
  As of
December 31,
2010
 

Current portion related to settlement above, included in current liabilities of discontinued operations

  $ 300   $ 300  

Other current portion, included in current liabilities of discontinued operations

    9,809     5,459  

Long term portion, included in non-current liabilities of discontinued operations

    17,211     11,525  
           

Total

  $ 27,320   $ 17,284  
           
  • Warehouse Lines of Credit

        Borrowings on warehouse lines of credit were $141.9 million and $100.6 million at September 30, 2011 and December 31, 2010, respectively.

        As of September 30, 2011, LendingTree Loans had two committed lines of credit totaling $150.0 million of borrowing capacity. LendingTree Loans also had a $25.0 million uncommitted line with one of these lenders, which was terminated on October 31, 2011. In addition, LendingTree Loans obtained a third warehouse line for $100.0 million on October 13, 2011 and increased the second line to $125.0 million on October 28, 2011, bringing the total borrowing capacity to $275.0 million. Borrowings under these lines of credit are used to fund, and are secured by, consumer residential loans that are held for sale. Loans under these lines of credit are repaid using proceeds from the sales of loans by LendingTree Loans.

        The $50.0 million first line is scheduled to expire on the earliest of (i) the closing date of the proposed asset sale transaction with Discover Bank or (ii) January 30, 2012. On November 1, 2011, the terms of this line were amended so that it can be cancelled at the option of the lender at any time upon notice. This first line included an additional uncommitted credit facility of $25.0 million, which was terminated on October 31, 2011. This first line is guaranteed by Tree.com, Inc., LendingTree, LLC and LendingTree Holdings Corp. The interest rate under the first line is the 30-day London InterBank Offered Rate ("LIBOR") or 2.00% (whichever is greater) plus 2.25%. The interest rate under the $25.0 million uncommitted line was the 30-day LIBOR plus 1.50%.

        The $100.0 million second line was scheduled to expire on October 28, 2011, but subsequent to September 30, 2011 the line was increased to $125.0 million and the expiration date extended to the earliest of (i) forty-five days after the closing date of the proposed asset sale transaction with Discover Bank or (ii) April 25, 2012. This line is also guaranteed by Tree.com, Inc., LendingTree, LLC and LendingTree Holdings Corp. Before the extension, the interest rate under this line was the 30-day Adjusted LIBOR or 2.0% (whichever was greater) plus 2.25% to 2.5% for loans being sold to the lender and 30-day Adjusted LIBOR or 2.0% (whichever was greater) plus 2.25% for loans not being sold to the lender. Upon extension of this line, the interest rate was changed to the 30-day Adjusted LIBOR or 2.0% (whichever is greater) plus 1.5% to 1.75% for loans being sold to the lender and 30-day Adjusted LIBOR or 2.0% (whichever is greater) plus 1.5% for loans not being sold to the lender.

        The $100.0 million third line is scheduled to expire on December 13, 2011. This line is guaranteed by Tree.com, Inc. and LendingTree, LLC. The interest rate under this line is 30-day LIBOR plus 3.25% (LIBOR may be adjusted upward for any increase in the reserve requirement of the lender as further described in the Master Repurchase Agreement).

        Under the terms of these warehouse lines, LendingTree Loans is required to maintain various financial and other covenants. These financial covenants include, but are not limited to, maintaining (i) minimum tangible net worth of $20.0 million, which was increased to $25.0 million upon renewal of the first line in November 2011 and the second line in October 2011, (ii) minimum liquidity, (iii) a minimum current ratio, (iv) a maximum ratio of total liabilities to net worth, (v) a minimum unrestricted cash amount, (vi) pre-tax net income requirements and (vii) a maximum warehouse capacity ratio. During the quarter ended September 30, 2011, LendingTree Loans was in compliance with the covenants under these lines.

        The LendingTree Loans business is highly dependent on the availability of these warehouse lines. Although we believe that our existing lines of credit are adequate for our current operations, reductions in our available credit, or the inability to extend, renew or replace these lines before completion of the pending sale of the operating assets of LendingTree Loans, would have a material adverse effect on our business, financial condition and results of operations. Management has determined that it could continue to operate the LendingTree Loans business at a reduced capacity as long as one of the warehouse lines remains available.