NT 10-K 1 a12-1369_4nt10k.htm NT 10-K

 

 

 

 

 

OMB APPROVAL

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

OMB Number: 3235-0058
Expires: April 30, 2012
Estimated average burden hours per response . . . . . . 2.50

SEC FILE NUMBER
001-34063

CUSIP NUMBER
894675107

 

(Check one):

 

x Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form 10-D

 

 

o Form N-SAR

o Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

December 31, 2011

 

 

o Transition Report on Form 10-K

 

 

 

 

o Transition Report on Form 20-F

 

 

 

 

o Transition Report on Form 11-K

 

 

 

 

o Transition Report on Form 10-Q

 

 

 

 

o Transition Report on Form N-SAR

 

 

 

 

For the Transition Period Ended:

 

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable


 

PART I — REGISTRANT INFORMATION

 

Tree.com, Inc.

Full Name of Registrant

 

 

Former Name if Applicable

 

11115 Rushmore Drive

Address of Principal Executive Office (Street and Number)

 

Charlotte, North Carolina 28277

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

x

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

We are unable to file our annual report on Form 10-K for the year ended December 31, 2011 within the prescribed time because we need additional time to complete various procedures relating to preparation of the financial statements.  These include additional procedures associated with our testing of the recoverability of indefinite-lived trademark assets, as further discussed on the Attachment.  We expect to file our Form 10-K promptly after we have completed these procedures and on or before April 16, 2012.

 

SEC 1344 (04-09)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 



 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

Douglas R. Lebda

 

704

 

541-5351

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

 

 

 

 

 

 

x Yes    o No

 

 

 

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

 

 

 

 

 

 

x Yes    o No

 

 

 

 

 

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

See attached page.

 

Tree.com, Inc.


(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

March 30, 2012

 

By

/s/ Douglas R. Lebda

 

 

 

 

Name: Douglas R. Lebda

 

 

 

 

Title: Chairman and Chief Executive Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 



 

Attachment

 

On February 24, 2012, we disclosed our results of operations for the fiscal year ended December 31, 2011 compared to the fiscal year ended December 31, 2010.  The announced results were as follows:

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(Unaudited)

 

 

 

(In thousands, except per

 

 

 

share amounts)

 

(Revenue

 

$

54,617

 

$

59,918

 

Cost of revenue (exclusive of depreciation shown separately below)

 

4,133

 

4,980

 

Gross margin

 

50,484

 

54,938

 

Operating expenses

 

 

 

 

 

Selling and marketing expense

 

46,662

 

50,061

 

General and administrative expense

 

19,751

 

24,522

 

Product development

 

3,203

 

3,488

 

Litigation settlements and contingencies

 

5,732

 

963

 

Restructuring expense

 

1,080

 

2,780

 

Amortization of intangibles

 

891

 

1,232

 

Depreciation

 

5,023

 

3,216

 

Asset impairments

 

5,850

 

540

 

Total operating expenses

 

88,192

 

86,802

 

Operating loss

 

(37,708

)

(31,864

)

Other income (expense)

 

 

 

 

 

Interest income

 

 

8

 

Interest expense

 

(368

)

(472

)

Total other expense, net

 

(368

)

(464

)

Loss before income taxes

 

(38,076

)

(32,328

)

Income tax benefit

 

2,038

 

936

 

Net loss from continuing operations

 

(36,038

)

(31,392

)

Gain from sale of discontinued operations, net of tax

 

7,752

 

 

Income (loss) from operations of discontinued operations, net of tax

 

(17,552

)

13,807

 

Income (loss) from discontinued operations

 

(9,800

)

13,807

 

Net loss available to common shareholders

 

$

(45,838

)

$

(17,585

)

Weighted average common shares outstanding

 

10,995

 

11,014

 

Weighted average diluted shares outstanding

 

10,995

 

11,014

 

Net loss per share from continuing operations

 

 

 

 

 

Basic

 

$

(3.28

)

$

(2.85

)

Diluted

 

$

(3.28

)

$

(2.85

)

Net loss per share available to common shareholders

 

 

 

 

 

Basic

 

$

(4.17

)

$

(1.60

)

Diluted

 

$

(4.17

)

$

(1.60

)

 

These results of operation may change if our additional procedures to test for the recoverability of indefinite-lived trademark assets indicate impairments in excess of the amounts reflected in these released results.  In such case, we would record a larger asset impairment loss for the year ended December 31, 2011.  We do not presently expect any other material changes to the results of operations for the years ended December 31, 2011 and 2010 previously announced.

 

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Except for the historical information contained herein, the matters set forth in this Notification of Late Filing on Form 12b-25 are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations, and involve a number of risks and uncertainties, including but not limited to, the timing and results of our additional procedures to test for the recoverability of indefinite-lived trademark assets and the completion of audit procedures by our principal independent registered public accounting firm.  These forward-looking statements speak only as of the date hereof. We disclaim any intent or obligation to update these forward-looking statements.

 

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