UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-26659

 

Move, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		95-4438337
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
30700 Russell Ranch Road		91362
Westlake Village, California		(Zip Code)
(Address of Principal Executive Offices)

(805) 557-2300
(Registrant’s Telephone Number, including Area Code:)

     Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer  o (Do not check if a smaller reporting company)		Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     At August 3, 2009, the registrant had 154,462,248 shares of its common stock outstanding.

 

 

INDEX

		Page
PART I — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Cash Flows			5
Notes to Unaudited Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
Item 4. Controls and Procedures			28
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Submission of Matters to a Vote of Security Holders			28
Item 5. Other Information			29
Item 6. Exhibits			29
SIGNATURES			30
EX-31.1
EX-31.2
EX-32.1
EX-32.2

     Move^®, REALTOR.com^®, Top Producer^®, SeniorHousing.net^TM, and Moving.com^TM are our trademarks or are exclusively licensed to us. This quarterly report on Form 10-Q contains trademarks of other companies and organizations. REALTOR^® is a registered collective membership mark that may be used only by real estate professionals who are members of the National Association of REALTORS^® and subscribe to its code of ethics.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

MOVE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

		June 30,				December 31,
		2009				2008
		(Unaudited)
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	108,887			$	108,935
Accounts receivable, net			12,022				12,833
Other current assets			11,386				11,399
Restricted cash			3,128				—
Total current assets			135,423				133,167
Property and equipment, net			21,178				21,934
Long-term investments			111,800				111,800
Goodwill, net			16,969				16,969
Intangible assets, net			3,674				3,933
Restricted cash			—				3,209
Other assets			1,629				995
Total assets		$	290,673			$	292,007
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	3,032			$	4,051
Accrued expenses			21,666				22,747
Deferred revenue			19,298				23,991
Obligations under capital leases			—				339
Line of credit			64,700				64,700
Total current liabilities			108,696				115,828
Other non-current liabilities			1,162				2,043
Total liabilities			109,858				117,871
Commitments and contingencies (see note 17)
Series B convertible preferred stock			108,902				106,297
Stockholders’ equity:
Series A convertible preferred stock			—				—
Common stock			155				153
Additional paid-in capital			2,101,441				2,089,964
Accumulated other comprehensive income			(17,176	)			(17,183	)
Accumulated deficit			(2,012,507	)			(2,005,095	)
Total stockholders’ equity			71,913				67,839
Total liabilities and stockholders’ equity		$	290,673			$	292,007

The accompanying notes are an integral part of these unaudited
Condensed Consolidated Financial Statements.

MOVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
		(In thousands, except per share amounts)
		(Unaudited)
Revenue		$	54,637			$	61,437			$	109,505			$	123,379
Cost of revenue			12,804				11,214				25,451				22,649
Gross profit			41,833				50,223				84,054				100,730
Operating expenses:
Sales and marketing			21,387				23,140				42,149				47,266
Product and web site development			6,425				6,802				12,808				13,689
General and administrative			11,465				19,433				35,487				41,604
Amortization of intangible assets			108				197				259				394
Litigation settlement			975				—				975				—
Total operating expenses			40,360				49,572				91,678				102,953
Operating income (loss) from continuing operations			1,473				651				(7,624	)			(2,223	)
Interest income, net			314				1,521				449				3,578
Other income, net			386				109				491				180
Income (loss) from continuing operations before income taxes			2,173				2,281				(6,684	)			1,535
Provision for income taxes			81				162				177				203
Income (loss) from continuing operations			2,092				2,119				(6,861	)			1,332
Income (loss) from discontinued operations			107				(3,076	)			(249	)			(5,650	)
Gain on disposition of discontinued operations			2,303				—				2,303				—
Net income (loss)			4,502				(957	)			(4,807	)			(4,318	)
Convertible preferred stock dividend and related accretion			(1,307	)			(1,272	)			(2,605	)			(2,537	)
Net income (loss) applicable to common stockholders		$	3,195			$	(2,229	)		$	(7,412	)		$	(6,855	)
Basic income (loss) per share applicable to common stockholders: (see note 11)
Continuing operations		$	0.01			$	0.01			$	(0.06	)		$	(0.01	)
Discontinued operations			0.02				(0.02	)			0.01				(0.04	)
Basic net income (loss) per share applicable to common stockholders		$	0.02			$	(0.01	)		$	(0.05	)		$	(0.05	)
Diluted income (loss) per share applicable to common stockholders: (see note 11)
Continuing operations		$	0.01			$	0.01			$	(0.06	)		$	(0.01	)
Discontinued operations			0.02				(0.02	)			0.01				(0.04	)
Diluted net income (loss) per share applicable to common stockholders		$	0.02			$	(0.01	)		$	(0.05	)		$	(0.05	)
Shares used to calculate basic and diluted net income (loss) per share applicable to common stockholders: (see note 11)
Basic			152,920				151,551				153,019				151,383
Diluted			156,552				158,292				153,019				151,383

The accompanying notes are an integral part of these unaudited
Condensed Consolidated Financial Statements.

MOVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		Six months ended
		June 30,
		2009				2008
		(In thousands)
		(Unaudited)
Cash flows from operating activities:
Income (loss) from continuing operations		$	(6,861	)		$	1,332
Adjustments to reconcile income from continuing operations to net cash provided by continuing operating activities:
Depreciation			5,287				5,512
Amortization of intangible assets			259				394
Provision for doubtful accounts			811				440
Loss on sale of property and equipment			—				51
Stock-based compensation and charges			12,411				5,503
Change in market value of embedded derivative liability			(536	)			(155	)
Other non-cash items			(56	)			283
Changes in operating assets and liabilities:
Accounts receivable			(51	)			2,116
Other assets			354				(2,865	)
Accounts payable and accrued expenses			(1,774	)			(760	)
Deferred revenue			(4,701	)			(1,092	)
Net cash provided by continuing operating activities			5,143				10,759
Net cash used in discontinued operating activities			(1,225	)			(4,366	)
Net cash provided by operating activities			3,918				6,393
Cash flows from investing activities:
Purchases of property and equipment			(4,453	)			(5,130	)
Proceeds from sale of property and equipment			—				31
Maturities of short-term investments			—				1,800
Purchases of short-term investments			—				(21,552	)
Net cash used in continuing investing activities			(4,453	)			(24,851	)
Net cash provided by discontinued investing activities			1,739				799
Net cash used in investing activities			(2,714	)			(24,052	)
Cash flows from financing activities:
Proceeds from exercise of stock options			70				972
Tax withholding related to net share settlements of restricted stock awards			(1,064	)			—
Restricted cash			81				176
Payments on capital lease obligations			(339	)			(1,002	)
Net cash (used in) provided by financing activities			(1,252	)			146
Change in cash and cash equivalents			(48	)			(17,513	)
Cash and cash equivalents, beginning of period			108,935				45,713
Cash and cash equivalents, end of period		$	108,887			$	28,200

The accompanying notes are an integral part of these unaudited
Condensed Consolidated Financial Statements.

MOVE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Business

     Move, Inc. and its subsidiaries (the “Company”) operate an online network of web sites for real estate search, finance, moving and home enthusiasts and the network is an important resource for consumers seeking the information and connections they need before, during and after a move. The Company’s flagship consumer web sites are Move.com, REALTOR.com^® and Moving.com. The Company also provides lead management software for real estate agents and brokers through its Top Producer^® business.

2. Basis of Presentation

     The Company’s unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), including those for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by GAAP for complete financial statements. These statements are unaudited and, in the opinion of management, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2008, which was filed with the SEC on March 9, 2009. The results of operations for these interim periods are not necessarily indicative of the operating results for a full year.

3. Significant Accounting Policies

     In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations” (“SFAS 141(R)”), and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS No. 160”). SFAS No. 141(R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141(R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company adopted SFAS No. 141(R) and SFAS No. 160 as of January 1, 2009 which did not have a material effect on the Company’s consolidated financial position or results of operations.

     In April 2008, the FASB issued FASB Staff Position (“FSP”) FAS No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS No. 142-3”). FSP FAS No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). The intent of FSP FAS No. 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the assets under SFAS No. 141(R), and other guidance under GAAP. FSP FAS No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company adopted FSP FAS No. 142-3 as of January 1, 2009 which did not have a material effect on the Company’s consolidated financial position or results of operations.

     In June 2008, the FASB’s Emerging Issues Task Force (“EITF”) reached a consensus on EITF No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 would require the entity to account for embedded conversion options as derivatives and record them on the balance sheet as a liability with subsequent fair value changes recorded in the income statement. EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company adopted EITF 07-5 as of January 1, 2009 which did not have a material effect on the Company’s consolidated financial position or results of operations.

     In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2,“Recognition and Presentation of Other-Than-Temporary Impairment” (“FSP 115-2/124-2”). FSP 115-2/124-2 amends the requirements for the recognition and measurement of other-than-temporary impairments for debt securities by modifying the pre-existing “intent and ability” indicator. Under FSP 115-2/124-2, an other-than-temporary impairment is triggered when there is intent to sell the security, it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Additionally, FSP 115-2/124-2 changes the presentation of other-than-temporary impairment in the income statement for those impairments involving credit losses. The credit loss component will be recognized in earnings and the remainder of the impairment will be recorded in other comprehensive income. The Company adopted FSP 115-2/124-2 as of April 1, 2009 which did not have a material effect on the Company’s consolidated financial position or results of operations.

4. Discontinued Operations

     In the fourth quarter of 2007, the Company decided to divest its Homeplans business, which had been reported as part of its Consumer Media segment. On April 15, 2008, the Company closed the sale of the business for a sales price of $1.0 million in cash. The transaction did not result in any significant gain or loss on disposition.

     In the second quarter of 2008, the Company decided to divest its Welcome Wagon^® business, which had been reported as part of its Consumer Media segment. On June 22, 2009, the Company closed the sale of the business for a sales price of $2.0 million. The Company received $1.0 million in cash and a $1.0 million promissory note. The principal balance of the note is due on or before October 1, 2010. The outstanding principal bears an interest rate of 7% per annum, with quarterly interest payments due commencing on October 1, 2009. The transaction resulted in a gain on disposition of discontinued operations of $1.2 million for the three and six months ended June 30, 2009.

     As part of the sale in 2002 of the Company’s ConsumerInfo division to Experian Holdings, Inc. (“Experian”), $10.0 million of the purchase price was put in escrow to secure the Company’s indemnification obligations (the “Indemnity Escrow”). Under the terms of the stock purchase agreement, the Company’s maximum potential liability for claims by Experian was capped at $29.25 million less the balance in the Indemnity Escrow, which amount was approximately $8.5 million. During 2008, Experian demanded $29.25 million in indemnity payments. The Company denied liability and a bifurcated arbitration proceeding ensued to resolve the dispute. Subsequent to the completion of the first phase of the arbitration proceedings, on April 20, 2009, the parties settled the dispute and entered into a full release of all claims under which Experian received $7.4 million from the Indemnity Escrow and the Company received the balance of the escrow of $1.1 million, which is included in gain on disposition of discontinued operations for the three and six months ended June 30, 2009.

     Pursuant to SFAS No. 144, the Company’s Consolidated Financial Statements for all periods presented reflects the reclassification of its Homeplans and Welcome Wagon^® divisions as discontinued operations. Accordingly, the revenue, costs and expenses, and cash flows of these divisions have been excluded from the respective captions in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows and have been reported as “Income (loss) from discontinued operations,” net of applicable income taxes of zero; and as “Net cash used in discontinued operating activities” and “Net cash provided by discontinued investing activities.” Total revenue and income (loss) from discontinued operations are reflected below (in thousands):

		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Revenue		$	4,094			$	7,842			$	9,609			$	17,553
Total operating expenses			4,003				10,918				8,813				23,077
Impairment of long-lived assets			—				—				—				126
Restructuring charges			(16	)			—				1,045				—
Income (loss) from discontinued operations		$	107			$	(3,076	)		$	(249	)		$	(5,650	)
Gain on disposition of discontinued operations		$	2,303			$	—			$	2,303			$	—

5. Restructuring Charges

     In the third and fourth quarters of 2008, the Company’s Board of Directors approved restructuring and integration plans with the objective of eliminating duplicate resources and redundancies and implementing a new operating structure to lower total operating expenses. As a result of these plans, the Company incurred a restructuring charge from continuing operations of $4.4 million for the year ended December 31, 2008. Included in this charge were lease obligations and related charges of $3.0 million for the consolidation of the Company’s operations in Westlake Village, California and the vacancy of a portion of the leased facility. In addition, the charge included severance and other payroll-related expenses of $1.4 million associated with the reduction in workforce of 74 employees whose positions with the Company were eliminated. These workforce reductions affected 27 employees in cost of revenue positions, 31 employees in sales and marketing, 5 employees in product and web site development and 11 employees in general and administrative positions. The Company incurred a restructuring charge from discontinued operations of $1.6 million associated with severance and other payroll-related expenses for 199 employees who were terminated.

     During the six months ended June 30, 2009, the Company incurred an additional restructuring charge from discontinued operations of $1.1 million associated with lease termination charges and additional employee termination costs.

     A summary of activity for the three and six months ended June 30, 2009 related to these restructuring plans is as follows (in thousands):

						Lease
						Obligations
		Employee				and
		Termination				Related
		Benefits				Charges				Total
Accrued restructuring at December 31, 2008		$	1,404			$	2,144			$	3,548
Restructuring charges incurred from discontinued operations			61				1,000				1,061
Change in estimates			(42	)			—				(42	)
Payments			(1,365	)			(469	)			(1,834	)
Accrued restructuring at March 31, 2009		$	58			$	2,675			$	2,733
Change in estimates			(23	)			—				(23	)
Payments			(35	)			(1,478	)			(1,513	)
Accrued restructuring at June 30, 2009		$	—			$	1,197			$	1,197

     Substantially all of the remaining restructuring liabilities at June 30, 2009 will be paid in 2009.

6. Short-term and Long-term Investments

     The following table summarizes the Company’s short-term and long-term investments (in thousands):

		June 30, 2009												December 31, 2008
						Net												Net
		Adjusted				Unrealized				Carrying				Adjusted				Unrealized				Carrying
		Cost				Gain/(Loss)				Value				Cost				Gain/(Loss)				Value
Long-term investments:
Corporate auction rate securities		$	129,400			$	(17,600	)		$	111,800			$	129,400			$	(17,600	)		$	111,800
Total long-term investments		$	129,400			$	(17,600	)		$	111,800			$	129,400			$	(17,600	)		$	111,800

     The Company’s long-term investments consist primarily of high-grade (AAA rated) student loan auction rate securities issued by student loan funding organizations, which loans are 97% guaranteed under FFELP (Federal Family Education Loan Program). These auction rate securities (“ARS”) were intended to provide liquidity via an auction process that resets the interest rate, generally every 28 days, allowing investors to either roll over their holdings or sell them at par. All purchases of these auction rate securities were in compliance with the Company’s investment policy. In February 2008, auctions for the Company’s investments in these securities failed to settle on their respective settlement dates. Consequently, the investments are not currently liquid and the Company will not be able to access these funds until a future auction of these investments is successful, the securities mature or a buyer is found outside of the auction process. Maturity dates for these ARS investments range from 2030 to 2047 with principal distributions occurring on certain securities prior to maturity. The Company currently has the ability and the intent to hold these ARS investments until their fair value recovers, until they reach maturity or until they can be sold in a market that facilitates orderly transactions. As of June 30, 2009, the Company has classified $111.8 million of the ARS investment balance as Long-term Investments because of the Company’s inability to determine when these investments in ARS will become liquid. The Company also modified its investment strategy and increased its investments in more liquid money market and treasury bill investments. Citigroup Global Markets, Inc. (“CGMI”) was the Company’s investment advisor in connection with the investment in the ARS. On September 17, 2008, the Company commenced arbitration against CGMI before the Financial Industry Regulatory Authority (“FINRA”).

     The Company reviews its potential investment impairments in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, FSP 115-2/124-2 and the related guidance issued by the FASB and SEC in order to determine the classification of the impairment as “temporary” or “other-than-temporary.” A temporary impairment charge results in an unrealized loss being recorded in the other comprehensive income (loss) component of stockholder’s equity. An other-than-temporary impairment charge is recorded as a realized loss in the Condensed Consolidated Statement of Operations and reduces net income (loss) for the applicable accounting period if the loss is due to the credit loss component with the remainder of the other-than-temporary impairment being recorded in other comprehensive income. An other-than-temporary impairment is triggered when there is intent to sell the security, it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. The Company determined that any impairment to its ARS investments would be temporary and, as such, records any unrealized loss to other comprehensive income.

     The Company’s ARS investments were measured at fair value as of June 30, 2009 and 2008, respectively, and an unrealized loss of $8.4 million for the six months ended June 30, 2008 was included in other comprehensive income. See “Note 7 — Fair Value Measurements” for additional information concerning fair value measurement of the Company’s ARS investments. As of June 30, 2009, the unrealized losses associated with the ARS investments have existed for longer than one year.

7. Fair Value Measurements

     On January 1, 2008, the Company adopted the methods of fair value as described in SFAS No. 157, “Fair Value Measurement” (“SFAS 157”) which refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The statement establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below:

	•		Level 1 inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs).
	•		Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or vary substantially).
	•		Level 3 inputs are unobservable inputs that reflect the entity’s own assumptions in pricing the asset or liability (used when little or no market data is available).

     Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below (in thousands):

		Fair Value Measurement at June 30, 2009
		Total				Level 1				Level 2				Level 3
Description:
Assets:
Cash and cash equivalents (1)		$	108,887			$	108,887			$	—			$	—
Long-term investments (2)			111,800				—				—				111,800
Total assets at fair value		$	220,687			$	108,887			$	—			$	111,800
Liabilities:
Embedded derivative liability (3)		$	64			$	—			$	—			$	64

     The following table provides a reconciliation of the beginning and ending balances for the major class of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands):

						Embedded
		Long-term				Derivative
		Investments				Liability
Balance at January 1, 2009		$	111,800			$	600
Transfers in and /or out of Level 3			—				—
Total gains/losses included in earnings			—				(90	)
Total losses included in other comprehensive income			—				—
Purchases, sales, issuances and settlements, net			—				—
Balance at March 31, 2009		$	111,800			$	510
Transfers in and /or out of Level 3			—				—
Total gains/losses included in earnings			—				(446	)
Total losses included in other comprehensive income			—				—
Purchases, sales, issuances and settlements, net			—				—
Balance at June 30, 2009		$	111,800			$	64

8. Revolving Line of Credit

     On May 8, 2008, the Company entered into a revolving line of credit providing for borrowings of up to $64.8 million with CGMI for a term of one year. On May 6, 2009, the line of credit was extended to May 21, 2009.

     Effective May 21, 2009, the Company entered into an amendment to its revolving line of credit facility with CGMI. The amendment extended the date by which the Company is required to repay outstanding principal advances to May 20, 2010 and revised the interest rate applicable to such advances. The per annum interest rate was revised to a rate equal to the lesser of (a) the Open Federal Funds Rate plus 3.8% or (b) CGMI’s and its affiliates’ proprietary CGM Working Capital Rate. As of June 30, 2009, the interest rate was 2.32%.

     The available borrowings may not exceed 50% of the par value of the Company’s ARS investment balances and could be limited further if the quoted market value of these securities drops below 70% of par value. As of June 30, 2009, there was $64.7 million in outstanding borrowings against this line of credit.

9. Goodwill and Other Intangible Assets

     Goodwill by segment is as follows (in thousands):

		June 30,				December 31,
		2009				2008
Real Estate Services		$	12,594			$	12,594
Consumer Media			4,375				4,375
Total		$	16,969			$	16,969

     The Company has both indefinite and definite-lived intangibles. Indefinite-lived intangibles consist of $2.0 million of trade names and trademarks acquired during the year ended December 31, 2006. Definite-lived intangible assets consist of certain trade names, trademarks, brand names, purchased technology, and other miscellaneous agreements entered into in connection with business combinations and are amortized over expected periods of benefits. There are no expected residual values related to these intangible assets. Intangible assets, by category, are as follows (in thousands):

		June 30, 2009								December 31, 2008
		Gross				Accumulated				Gross				Accumulated
		Amount				Amortization				Amount				Amortization
Trade names, trademarks, brand names, and domain Names		$	2,530			$	515			$	2,530			$	514
Purchased technology			1,400				667				1,400				566
NAR operating agreement			1,578				1,127				1,578				1,052
Other			1,450				975				1,450				893
Total		$	6,958			$	3,284			$	6,958			$	3,025

     Amortization expense, excluding discontinued operations, for intangible assets was $0.1 million and $0.3 million for the three and six months ended June 30, 2009, respectively, and $0.2 million and $0.4 million for the three and six months ended June 30, 2008, respectively.

     Amortization expense for the next five years is estimated to be as follows (in thousands):

Years Ended December 31,		Amount
2009 (remaining 6 months)		$	214
2010			417
2011			416
2012			341
2013			99

10. Stock-Based Compensation and Charges

     The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS No. 123 “Accounting for Stock-based Compensation” (“SFAS No. 123”) and EITF No. 96-18 “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods and Services.”

     The Company grants restricted stock awards to members of its Board of Directors as compensation. During the six months ended June 30, 2009, the Company granted 60,000 shares of restricted stock to the members of the ad hoc Executive Committee of its Board of Directors. Half of these shares vested on the grant date and half of the shares will vest, subject to certain terms and restrictions, one year from the grant date. Additionally, during the six months ended June 30, 2009, the Company granted 175,420 shares of restricted stock to all non-employee members of its Board of Directors (except any director who is entitled to a seat on the Board of Directors on a contractual basis). These shares, subject to certain terms and restrictions, will vest on the third anniversary of their issuance and the costs are being recognized over their respective vesting period. There were 453,713 and 345,293 unvested shares of restricted stock issued to members of the Company’s Board of Directors as of June 30, 2009 and 2008, respectively. Total cost recognized was $117,000 and $12,000 for the three months ended June 30, 2009 and 2008, respectively, and $265,000 and $108,000 for the six months ended June 30, 2009 and 2008, respectively. Total cost recognized for the three and six months ended June 30, 2008 are net of approximately $85,000 of costs reversed due to the forfeiture of restricted shares during the period. These costs are included in stock-based compensation and charges.

     During the six months ended June 30, 2009, the Company issued 1,800,000 shares of restricted stock to its new Chief Executive Officer as part of his employment agreement with the Company. These shares had a fair value of $2.7 million, with 700,000 shares vested immediately, and, subject to certain terms and restrictions, 500,000 shares vesting one year from the grant date and 600,000 shares vesting two years from the grant date. The fair value of the first 700,000 shares was recognized as stock-based compensation immediately, with the fair value of the remaining shares being amortized over the respective vesting period. The officer returned 700,000 shares of common stock, with a fair value of $1.1 million, to reimburse the Company for the officer’s share of income tax withholdings due as a result of this transaction. The $1.1 million payment to the relevant taxing authorities is reflected as a financing activity within the Condensed Consolidated Statements of Cash Flows. Total cost recognized during the three and six months ended June 30, 2009 was $0.3 million and $1.6 million, respectively, and is included in stock-based compensation and charges.

     During fiscal 2006 and 2007, the Board of Directors awarded performance-based restricted stock units to certain of the Company’s executive officers. Based on the original terms of the awards, the officers were to earn shares of the Company’s stock based on the Company’s attainment of certain performance goals relating to its revenues and operating income (as defined by the Management Development and Compensation Committee of the Board of Directors) for the fiscal year ending December 31, 2008. During the year ended December 31, 2007, the Management Development and Compensation Committee of the Board of Directors approved modifications of the performance targets and vesting periods of the original awards, reducing the original restricted stock units available for vesting based on 2008 performance by 50% for each of the executives, and revising the financial performance targets for 2008 based on current market conditions and the Company’s expected performance. The committee also established financial performance targets for 2009, which provided the potential for executives to earn the remaining 50% of the restricted stock units previously granted by the Company’s meeting those performance goals.

     As a result of the modification, pursuant to SFAS 123R, a new measurement date was established. The modification was entered into because the 2006 grants required a three-year projection of financial performance in a highly competitive and rapidly changing market and the Management Development and Compensation Committee of the Board of Directors wanted to better reflect the current strategy of the Company while adhering to the original goals of increased and sustained performance. As a result, the likelihood of achieving the original targets was improbable and previously recognized compensation under the award was reversed. Based on operating results for the year ended December 31, 2008, the financial performance targets were not achieved and, as a result, 2,027,000 restricted stock units were forfeited as of December 31, 2008. In addition, the Company no longer believes the performance goals established for 2009 are achievable, and there are no plans to modify those goals. As of June 30, 2009, there were 777,500 restricted stock units outstanding at a fair value of $3.6 million.

     During the six months ended June 30, 2009, the Board of Directors awarded 700,000 shares of performance-based restricted stock units to its new Chief Executive Officer. These awards will be earned based on the attainment of certain performance goals (as yet to be defined) relating to the Company’s revenues and EBITDA for the fiscal year ending December 31, 2011. The Company is unable to assess the likelihood of achieving the targets since they have not yet been defined and recognition of compensation for these units has therefore been deferred. As of June 30, 2009, the fair value of these restricted stock units was $1.1 million.

     The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the ranges of assumptions in the following table. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. The expected term is based on the Company’s weighted average vesting period combined with the post-vesting holding period. The risk-free interest rates are based on U.S. Treasury zero-coupon bonds for the periods in which the options were granted.

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Risk-free interest rates			2.02%-2.54	%			3.03-3.41	%			0.11%-2.54	%			1.65%-3.41	%
Expected term (in years)			5.85				5.85				5.85				5.85
Dividend yield			0%				0%				0%				0%
Expected volatility			85%				65%				85%				65%

     The Company periodically evaluates its forfeiture rates and updates the rates it uses in the determination of its stock-based compensation expense. During the three and six months ended June 30, 2009 and 2008, respectively, the Company updated the estimated forfeiture rates it uses in the determination of its stock-based compensation expense; this change was a result of an assessment that included an analysis of the actual number of equity awards that had been forfeited to date compared to prior estimates and an evaluation of future estimated forfeitures. The Company recorded a cumulative charge from the change in estimate which increased stock-based compensation expense by $0.2 million for the three months ended June 30, 2009. The Company recorded a cumulative benefit from the change in estimate which reduced stock-based compensation expense by $0.3 million for the six months ended June 30, 2009 and $0.7 million and $1.3 million for the three and six months ended June 30, 2008, respectively.

     During the six months ended June 30, 2009, the Company granted options to purchase 3,000,000 shares of the Company’s common stock to its new Chief Executive Officer. The fair value of these shares was $3.2 million. 750,000 shares were immediately vested with the remaining shares to vest monthly over a period of three years beginning on the first anniversary of the grant date. As a result, the Company recorded stock-based compensation of $0.7 million for the six months ended June 30, 2009.

     During the six months ended June 30, 2009, the Company accelerated the vesting for two former executive officers and extended the time to exercise for one of the former officers as part of their separation agreements. As a result, the Company recorded additional stock-based compensation expenses of $7.0 million for the six months ended June 30, 2009.

     During the six months ended June 30, 2008, the Company modified the vesting and extended the time to exercise for several former executive employees as part of their separation agreements. As a result of these modifications, the Company recorded additional stock-based compensation expense of $0.8 million for the six months ended June 30, 2008.

     The following chart summarizes the stock-based compensation and charges that have been included in the following captions for each of the periods presented (in thousands):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Cost of revenue		$	46			$	31			$	83			$	69
Sales and marketing			604				103				877				209
Product and web site development			187				84				327				269
General and administrative			552				1,790				11,124				4,956
Total from continuing operations			1,389				2,008				12,411				5,503
Total from discontinued operations			33				70				63				65
Total stock-based compensation and charges		$	1,422			$	2,078			$	12,474			$	5,568

     In addition to costs related to stock options, stock-based compensation and charges in general and administrative includes costs related to the amortization of restricted stock grants for all periods presented.

11. Net Income (Loss) Per Share

     The following table sets forth the computation of basic and diluted net income (loss) per share applicable to common stockholders for the periods indicated (in thousands, except per share amounts):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Numerator:
Income (loss) from continuing operations		$	2,092			$	2,119			$	(6,861	)		$	1,332
Income (loss) from discontinued operations			2,410				(3,076	)			2,054				(5,650	)
Net income (loss)			4,502				(957	)			(4,807	)			(4,318	)
Convertible preferred stock dividend and related accretion			(1,307	)			(1,272	)			(2,605	)			(2,537	)
Net income (loss) applicable to common stockholders		$	3,195			$	(2,229	)		$	(7,412	)		$	(6,855	)
Net income (loss) applicable to common stockholders from continuing operations		$	785			$	847			$	(9,466	)		$	(1,205	)
Net income (loss) applicable to common stockholders from discontinued operations			2,410				(3,076	)			2,054				(5,650	)
Net income (loss) applicable to common stockholders		$	3,195			$	(2,229	)		$	(7,412	)		$	(6,855	)
Denominator:
Basic weighted average shares outstanding			152,920				151,551				153,019				151,383
Add: dilutive effect of options, warrants and restricted stock			3,632				6,741				—				—
Fully diluted weighted average shares outstanding			156,552				158,292				153,019				151,383
Basic income (loss) per share applicable to common stockholders:
Continuing operations		$	0.01			$	0.01			$	(0.06	)		$	(0.01	)
Discontinued operations			0.02				(0.02	)			0.01				(0.04	)
Net income (loss)		$	0.02			$	(0.01	)		$	(0.05	)		$	(0.05	)
Diluted income (loss) per share applicable to common stockholders:
Continuing operations		$	0.01			$	0.01			$	(0.06	)		$	(0.01	)
Discontinued operations			0.02				(0.02	)			0.01				(0.04	)
Net income (loss)		$	0.02			$	(0.01	)		$	(0.05	)		$	(0.05	)

     Because their effects would be anti-dilutive for the periods presented, the above computation of diluted income (loss) per share excludes stock options, warrants and restricted stock of 46,146,288 and 63,796,627 for the three and six months ended June 30, 2009, respectively, and 63,195,830 for the three and six months ended June 30, 2008.

12. Other Comprehensive Income (Loss)

     The components of other comprehensive income (loss) are (in thousands):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Net income (loss)		$	4,502			$	(957	)		$	(4,807	)		$	(4,318	)
Unrealized gain (loss) on marketable securities			1				2				(3	)			(3	)
Unrealized loss on non-current auction rate securities			—				—				—				(8,400	)
Foreign currency translation			57				11				10				(81	)
Other comprehensive income (loss)		$	4,560			$	(944	)		$	(4,800	)		$	(12,802	)

13. Related-party Transactions

     The Company provided product development services to the National Association of Realtors (“NAR”) and recognized $1.1 million and $2.0 million in revenues for the three and six months ended June 30, 2009, respectively. The Company also makes payments to NAR required under its operating agreement with NAR and under certain other advertising agreements. Total amounts paid under these agreements were $0.4 million and $0.9 million for the three and six months ended June 30, 2009 and 2008, respectively.

14. Segment Information

     Segment information is presented in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” This standard is based on a management approach, which requires segmentation based upon the Company’s internal organization and disclosure of revenue and operating expenses based upon internal accounting methods. The Company’s management evaluates performance and allocates resources based on two segments consisting of Real Estate Services for those products and services offered to industry professionals trying to reach new movers and manage their relationships with them and Consumer Media for those products and services offered to other advertisers who are trying to reach those consumers in the process of a move. This is consistent with the data that is made available to our management to assess performance and make decisions. In the second quarter of 2008, the Company decided to divest its Welcome Wagon^® business, which had been reported as part of its Consumer Media segment and, as a result, the operating results of this business has been reclassified as discontinued operations for all periods presented. The sale of the Welcome Wagon business was completed in the second quarter of 2009.

     The expenses presented below for each of the two business segments include an allocation of certain corporate expenses that are identifiable and benefit those segments and are allocated for internal management reporting purposes. The unallocated expenses are those corporate overhead expenses that are not directly attributable to a segment and include: corporate expenses, such as finance, legal, executive, corporate brand marketing, certain corporate technology costs (including internal business systems), and human resources; expenses associated with new business initiatives; and amortization of intangible assets. There is no inter-segment revenue. Assets and liabilities are not fully allocated to segments for internal reporting purposes.

     Summarized information, by segment, as excerpted from internal management reports is as follows (in thousands):

		Three Months Ended
		June 30, 2009																June 30, 2008
		Real Estate				Consumer												Real Estate				Consumer
		Services				Media				Unallocated				Total				Services				Media				Unallocated				Total
Revenue		$	49,011			$	5,626			$	—			$	54,637			$	54,214			$	7,223			$	—			$	61,437
Cost of revenue			10,357				1,975				472				12,804				9,452				1,533				229				11,214
Gross profit (loss)			38,654				3,651				(472	)			41,833				44,762				5,690				(229	)			50,223
Sales and marketing			18,647				1,692				1,048				21,387				18,063				3,413				1,664				23,140
Product and web site development			5,300				500				625				6,425				5,841				337				624				6,802
General and administrative			4,513				549				6,403				11,465				6,630				1,317				11,486				19,433
Amortization of intangible assets			—				—				108				108				—				—				197				197
Litigation settlement			—				—				975				975				—				—				—				—
Total operating expenses			28,460				2,741				9,159				40,360				30,534				5,067				13,971				49,572
Operating income (loss) from continuing operations		$	10,194			$	910			$	(9,631	)		$	1,473			$	14,228			$	623			$	(14,200	)		$	651

		Six Months Ended
		June 30, 2009																June 30, 2008
		Real Estate				Consumer												Real Estate				Consumer
		Services				Media				Unallocated				Total				Services				Media				Unallocated				Total
Revenue		$	99,548			$	9,957			$	—			$	109,505			$	110,008			$	13,371			$	—			$	123,379
Cost of revenue			20,684				3,864				903				25,451				18,964				3,102				583				22,649
Gross profit (loss)			78,864				6,093				(903	)			84,054				91,044				10,269				(583	)			100,730
Sales and marketing			36,555				3,519				2,075				42,149				37,411				6,784				3,071				47,266
Product and web site development			10,655				1,037				1,116				12,808				11,605				788				1,296				13,689
General and administrative			8,990				1,005				25,492				35,487				16,254				2,727				22,623				41,604
Amortization of intangible assets			—				—				259				259				—				—				394				394
Litigation settlement			—				—				975				975				—				—				—				—
Total operating expenses			56,200				5,561				29,917				91,678				65,270				10,299				27,384				102,953
Operating income (loss) from continuing operations		$	22,664			$	532			$	(30,820	)		$	(7,624	)		$	25,774			$	(30	)		$	(27,967	)		$	(2,223	)

15. Income Taxes

     As a result of historical net operating losses, we have generally not recorded a provision for income taxes. However, during the year ended December 31, 2006, we recorded certain indefinite lived intangible assets as a result of the purchase of Moving.com^TM which creates a permanent difference as the amortization can be recorded for tax purposes but not for book purposes. A deferred tax provision of $41,000 and $82,000 was recorded in the three and six months ended June 30, 2009 and

2008, respectively. A reversal of $40,000 to the tax provision was recorded in the three months ended June 30, 2009 as a result of federal alternative minimum taxes incurred in the utilization of net operating losses against our taxable income and a $80,000 and $95,000 tax provision was recorded in the three and six months ended June 30, 2009, respectively, for state income taxes. An additional $121,000 tax provision was recorded in the three and six months ended June 30, 2008 for state income taxes.

     As of June 30, 2009, we do not have any accrued interest or penalties related to uncertain tax positions. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. We do not have any interest or penalties related to uncertain tax positions in income tax expense for the three or six months ended June 30, 2009 and 2008. The tax years 1993-2008 remain open to examination by the major taxing jurisdictions to which we are subject.

16. Settlement of Disputes and Litigation

     On August 2, 2007, ActiveRain Corp. (“ActiveRain”) sued the Company in the United States District Court, Central District of California alleging, among other things, that the Company breached a mutual nondisclosure agreement entered into between the Company and ActiveRain in connection with negotiations in early 2007 for the potential acquisition of ActiveRain by the Company. The discussions were terminated by the Company prior to entering into a definitive acquisition agreement. On February 11, 2009, the parties entered into a settlement agreement in which the Company agreed to pay an immaterial amount, and the case was dismissed with prejudice.

     As part of the sale in 2002 of the Company’s ConsumerInfo division to Experian Holdings, Inc. (“Experian”), $10.0 million of the purchase price was put in escrow to secure the Company’s indemnification obligations (the “Indemnity Escrow”). Prior to the termination of the Indemnity Escrow, Experian demanded indemnification from the Company for claims made against Experian or its subsidiaries by several parties in civil actions and by the Federal Trade Commission (“FTC”), including allegations of unfair and deceptive advertising in connection with ConsumerInfo’s furnishing of credit reports and providing “Advice for Improving Credit” that appeared on its web site both before, during, and after the Company’s ownership of ConsumerInfo.

     On April 20, 2009, the parties settled the dispute and entered into a full release of all claims under which Experian received $7.4 million from the Indemnity Escrow and the Company received the balance of the escrow of $1.1 million which was included in Gain on disposition of discontinued operations in the Condensed Consolidated Statement of Operations.

     In June 2002, Tren Technologies Holdings LLC., (“Tren”) sued the Company, the National Association of REALTORS^® (“NAR”) and the National Association of Home Builders (“NAHB”) in the United States District Court, Eastern District of Pennsylvania for patent infringement based on the Company’s operation of the REALTOR.com^® and HomeBuilder.com^® web sites. In October 2003, Kevin Keithley (“Keithley”) sued the Company, NAR and NAHB in the United States District Court for the Northern District of California (the “District Court”) asserting that he was the exclusive licensee of a patent involved in the case brought by Tren, and alleging the same infringement and seeking the same relief as in the Tren action. On May 24, 2006, the court in Pennsylvania dismissed the Tren case without prejudice. In September 2006, Keithley amended his complaint to add Tren as a Plaintiff.

     On November 19, 2008, the District Court judge issued an order granting the Company’s motion for summary judgment as to non-infringement and invalidity based on indefiniteness and denied the other motions as moot. On March 4, 2009, the District Court entered final judgment in favor of the Company. Keithley and Tren appealed the District Court’s judgment with the U.S. Court of Appeals for the Federal Circuit and the Company cross-appealed.

     On May 22, 2009, the parties entered into an agreement resolving the patent infringement claims brought against the Company, NAR and NAHB. Pursuant to the agreement, the Company received a fully paid worldwide license to the patent at issue in the case for the consideration as reflected on the Condensed Consolidated Statements of Operations. The District Court dismissed with prejudice all claims against the Company, NAR and NAHB.

17. Commitments and Contingencies

     Legal Proceedings

     We are currently involved in certain legal proceedings, as discussed in Note 23, “Commitments and Contingencies—Legal Proceedings,” to our Consolidated Financial Statements contained in Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2008 (“Annual Report”) and below in this Note 17. As of the date of this Form 10-Q, and except as disclosed below, there have been no material developments in the legal proceedings disclosed in our Annual Report, and the Company is not a party to any other litigation or administrative proceedings that management believes will have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

     CGMI was the Company’s investment advisor in connection with the Company’s investment in ARS. In February, 2008, the auctions for ARS failed and thereby rendered the Company’s investment illiquid (See Note 6). On September 17, 2008, the Company commenced an arbitration against CGMI before the FINRA by filing a Statement of Claim alleging breach of

fiduciary duty, breach of contract and breach of contractual duty of good faith and fair dealing, violation of SEC Rule 10b-5 and FINRA Rule 2310, violation of SEC Rule 15c1-2, violation of the Investment Advisers Act, 15 U.S.C. Secs. 80b-1 et seq., and negligent misrepresentation. The Company is seeking that CGMI return the funds that the Company entrusted to CGMI, compensatory and punitive damages, pre and post judgment interest, attorneys’ fees, and other remedies the FINRA panel deems appropriate. The FINRA arbitration originally scheduled for August 2009 was postponed by the FINRA arbitrators by one month.

     In December 2005, CIVIX-DDI, LLC (“CIVIX”) filed suit against NAR, the Company, Hotels.com, L.P. and Hotels.com GP LLC in the United States District Court for the Northern District of Illinois, Eastern Division. CIVIX subsequently added Yahoo! Inc. as a defendant. The complaint alleges that the defendants, including the Company and NAR, infringe four CIVIX patents by offering, providing, using and operating location-based searching services through the REALTOR.com^® web site and requests an unspecified amount of damages (including treble damages for willful infringement and attorneys’ fees) and an injunction. The Company is defending both itself and NAR. In September 2007, the court stayed the case pending completion of reexamination of the patents in suit by the United States Patent and Trademark Office (“USPTO”). In June and July 2009, the USPTO indicated that it would allow certain claims, or amended claims, in three of the four patents in suit. Accordingly, the Company expects that the stay will be lifted and the litigation will resume. The Company intends to vigorously defend against the allegations made in the lawsuit. At this time, however, the Company is unable to estimate the effect of the continuation of this case on our results of operations or financial position.

Contingencies

     From time to time, the Company is party to various other litigation and administrative proceedings relating to claims arising from its operations in the ordinary course of business. As of the date of this Form 10-Q and except as set forth herein, the Company is not a party to any other litigation or administrative proceedings that management believes would have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

18. Supplemental Cash Flow Information

     During the six month period ended June 30, 2009:

• The Company paid $904,000 in interest.

• The Company issued 1,800,000 shares of restricted common stock to its new Chief Executive Officer with 700,000 shares vested immediately, and, subject to certain terms and restrictions, 500,000 shares vesting one year from the grant date and 600,000 shares vesting two years from the grant date. The charge associated with these shares was $2.7 million and is being recognized over the vesting periods.

• The Company issued 60,000 shares of restricted common stock to the members of the ad hoc Executive Committee of its Board of Directors. Half of these shares vested on the grant date and half of the shares will vest one year from the grant date. The charge associated with these shares was $85,000 and is being recognized over the vesting periods.

• The Company issued 175,420 shares of restricted common stock to the non-employee members of its Board of Directors which vest over three years. The charge associated with these shares was $368,000 and is being recognized over the three-year vesting period.

• The Company received a $1.0 million promissory note in conjunction with the sale of its Welcome Wagon division. The principal balance of the note is due on or before October 1, 2010. The outstanding principal bears an interest rate of 7% per annum, with quarterly interest payments due commencing on October 1, 2009.

• The Company issued $2.0 million in additional Series B Preferred Stock as in-kind dividends.

During the six month period ended June 30, 2008:

• The Company paid $63,000 in interest.

• The Company issued 130,000 shares of restricted common stock to two executive officers which vest over three years. The charge associated with these shares was $323,000 and is being recognized over the three-year vesting period.

• The Company issued 160,793 shares of restricted common stock to members of its Board of Directors which vest over three years. The charge associated with these shares was $467,000 and is being recognized over the three-year vesting period.

• The Company issued $1.9 million in additional Series B Preferred Stock as in-kind dividends.

19. Subsequent Events

     In July 2009, the Company hired a new Chief Financial Officer. In connection with his employment contract, the Company issued 750,000 stock options, 225,000 restricted stock units and 150,000 restricted stock awards.

     In July 2009, the Company sold certain product lines associated with the Enterprise business for a sales price of $1.4 million.

     The Company has completed an evaluation of all subsequent events through August 6, 2009, which is the issuance date of these consolidated financial statements and concluded that no subsequent events, other than those described above, occurred that required recognition or disclosure.

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

     This Form 10-Q and the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact that we make in this Form 10-Q are forward-looking. In particular, the statements herein regarding industry prospects and our future consolidated results of operations or financial position are forward-looking statements. Forward-looking statements reflect our current expectations and are inherently uncertain. Our actual results may differ significantly from our expectations. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Form 10-Q, as well as those discussed in our Annual Report on Form 10-K for the year ended December 31, 2008, and in other documents we file with the Securities and Exchange Commission (“SEC”). This Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2008.

Our Business

     Move, Inc. and its subsidiaries (“Move”, “we”, “our” or “us”) operate an online network of web sites for real estate search, finance, moving and home enthusiasts and the network is an important resource for consumers seeking the information and connections they need before, during and after a move. Our flagship consumer web sites are Move.com, REALTOR.com^® and Moving.com. We also provide lead management software for real estate agents and brokers through our Top Producer^® business.

     On our web sites, we display comprehensive real estate property content, with over four million resale, new home and rental listings, as well as extensive move-related information and tools. We hold a significant leadership position in terms of web traffic, attracting an average of 9.1 million consumers to our network per month during the six months ended June 30, 2009 according to comScore Media Metrix, a substantial lead over the number two real estate site. We also have strong relationships with the real estate industry, including content agreements with approximately 900 multiple listing services (“MLSs”) across the country and exclusive relationships with the National Association of REALTORS^® (“NAR”) and the National Association of Home Builders (“NAHB”).

Basis of Presentation

     Our unaudited Condensed Consolidated Financial Statements reflect the historical results of Move, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Business Trends and Conditions

     In recent years, our business has been, and we expect will continue to be, influenced by a number of macroeconomic, industry-wide and product-specific trends and conditions:

•

Market and economic conditions. In recent years, the U.S. economy has experienced low interest rates, and volatility in the equities markets. Through 2005, housing starts remained strong, while the supply of apartment housing generally exceeded demand. For a number of years prior to 2007, owning a home became much more attainable for the average consumer due to the availability of flexible mortgage options, which required minimal down payments and provided low interest rates. During this period, home builders spent less on advertising, given the strong demand for new houses, and homeowners who were looking to sell a home only had to list it at a reasonable price in most areas of the U.S. to sell in 60 days or less. Conversely, demand for rental units declined and apartment owners did not spend as much money on advertising, as they have sought to achieve cost savings during the difficult market for rentals. These trends had an impact on our ability to grow our business.

			Beginning in the second half of 2006, the market dynamics started to reverse. Interest rates rose and mortgage options began to decline. The housing market became saturated with new home inventory in many large metropolitan markets and the available inventory of resale homes began to climb as demand softened. The impact of the rise in interest rates caused demand for homes to decline in mid-2007. In the second half of 2007, the availability of mortgage financing became very sparse. The lack of liquidity coupled with increased supply of homes and declining prices had a significant impact on real estate professionals, our primary customers.
			Throughout 2008, market conditions continued to decline and in late September of 2008, the stock market declines negatively impacted the liquidity of the markets in general and have contributed to the decline in consumer spending. With the exception of very few markets, new home starts have essentially stopped. Consumer confidence has declined and while mortgage rates have appeared to decline, the credit standards are perceived to be the tightest they have been in the last 15 years. The combination of these factors has had a negative impact on the demand for homes. These changing conditions resulted in fewer home purchases and forced many real estate professionals to reconsider their marketing spend. In 2006, we saw many customers begin to shift their dollars from conventional offline channels, such as newspapers and real estate guides, to the Internet. We saw many brokers move their spending online and many home builders increased their marketing spend to move existing inventory, even as they slowed their production and our business grew as a result. However, as the slow market continued into 2008, it has caused our rate of growth to decline. While the advertising spend by many of the large agents and brokers appears steady, some of the medium and smaller businesses and agents have reduced expenses to remain in business and this has caused our growth rate to continue to decline and we have experienced a decline in revenue as we moved into 2009.
	•		Evolution of Our Product and Service Offerings and Pricing Structures

     Real Estate Services segment: Our Real Estate Services began as a provider of Internet applications to real estate professionals. It became apparent that our customers valued the media exposure that the Internet offered them, but not all of the “technology” that we were offering. Many of our customers objected to our proposition that they purchase our templated web site in order to gain access to our networks. In addition, we were charging a fixed price to all customers regardless of the market in which they operate or the size of their business.

     We responded to our customers’ needs and revamped our service offerings. We began to price our REALTOR.com^® services based on the size of the market and the number of properties the customer displayed. Although for many of our customers this change led to substantial price increases over our former pricing, this change was reasonably well-accepted by our customer base.

     In 2006, we changed the business model for our New Homes and Rentals businesses. In the past, we had charged homebuilders and rental owners to list their properties on our HomeBuilder.com^® and RENTNET^® web sites. When we launched the Move.com^tm web site on May 1, 2006, we replaced our new homes site, HomeBuilder.com, and our apartment rentals site, RENTNET.com, with Move.com. In conjunction with this change, we began to display new home and apartment listings for no charge. Instead, we generated revenue from enhanced listings, including our Showcase Listing and Featured Listing products, as well as other forms of advertising on the sites. Featured Listings, which appear above the algorithmically-generated search results, are priced on a fixed “cost-per-click” basis. When we launched the Move.com^tm web site, existing listing subscription customers were transitioned into our new products having comparable value for the duration of their existing subscription. Although the consumer was provided with significantly more content, the number of leads to our paying customers declined.

     In today’s market, our customers are facing a decline in their business and have to balance their marketing needs with their ability to pay. As a result, they are demanding products that perform and provide measurable results for their marketing spend. We are evaluating customer feedback and balancing that with the need for an improved consumer experience and will modify our products and our pricing to be responsive to both.

     Consumer Media segment: The decline in consumer confidence and the resulting decline in consumer spending has caused many of our traditional consumer advertisers to reduce their spending. These economic conditions have contributed to the continued decline in our revenue in this segment. It could take considerable time before this segment yields meaningful growth, if it does so at all. Significant growth will require that we introduce new targeted products that are responsive to advertisers’ demands and are presented to consumers much more timely.

Restructuring Charges

     In the third and fourth quarters of 2008, our Board of Directors approved restructuring and integration plans with the objective of eliminating duplicate resources and redundancies and implementing a new operating structure to lower total operating expenses. As a result of these plans, we incurred a restructuring charge from continuing operations of $4.4 million for the year ended December 31, 2008. Included in this charge were lease obligations and related charges of $3.0 million for

the consolidation of our operations in Westlake Village, California and the vacancy of a portion of the leased facility. In addition, the charge included severance and other payroll-related expenses of $1.4 million associated with the reduction in workforce of 74 employees whose positions with us were eliminated. These workforce reductions affected 27 employees in cost of revenue positions, 31 employees in sales and marketing, 5 employees in product and web site development and 11 employees in general and administrative positions. We incurred a restructuring charge from discontinued operations of $1.6 million associated with severance and other payroll-related expenses for 199 employees who were terminated.

     During the six months ended June 30, 2009, we incurred an additional restructuring charge from discontinued operations of $1.1 million associated with lease termination and employee severance charges.

     A summary of activity for the quarter ended March 31, 2009 related to these restructuring plans is as follows (in thousands):

						Lease
						Obligations
		Employee				and
		Termination				Related
		Benefits				Charges				Total
Accrued restructuring at December 31, 2008		$	1,404			$	2,144			$	3,548
Restructuring charges incurred from discontinued operations			61				1,000				1,061
Change in estimates			(42	)			—				(42	)
Payments			(1,365	)			(469	)			(1,834	)
Accrued restructuring at March 31, 2009		$	58			$	2,675			$	2,733
Change in estimates			(23	)			—				(23	)
Payments			(35	)			(1,478	)			(1,513	)
Accrued restructuring at June 30, 2009		$	—			$	1,197			$	1,197

     Substantially all of the remaining restructuring liabilities at June 30, 2009 will be paid in 2009.

Discontinued Operations

     In the fourth quarter of 2007, we decided to divest our Homeplans business, which had been reported as part of our Consumer Media segment. On April 15, 2008, we closed the sale of the business for a sales price of $1.0 million in cash. The transaction did not result in any significant gain or loss on disposition.

     In the second quarter of 2008, we decided to divest our Welcome Wagon^® business, which had been reported as part of our Consumer Media segment. On June 22, 2009, the Company closed the sale of the business for a sales price of $2.0 million. The Company received $1.0 million in cash and recorded a $1.0 million note receivable. The principal balance of the note is due on or before October 1, 2010. The outstanding principal bears an interest rate of 7% per annum, with quarterly interest payments due commencing on October 1, 2009. The transaction resulted in a gain on disposition of discontinued operations of $1.2 million for the three and six months ended June 30, 2009.

     As part of the sale in 2002 of the Company’s ConsumerInfo division to Experian Holdings, Inc. (“Experian”), $10.0 million of the purchase price was put in escrow to secure the Company’s indemnification obligations (the “Indemnity Escrow”). Under the terms of the stock purchase agreement, the Company’s maximum potential liability for claims by Experian was capped at $29.25 million less the balance in the Indemnity Escrow, which amount was approximately $8.5 million. During 2008, Experian demanded $29.25 million in indemnity payments. The Company denied liability for that sum and a bifurcated arbitration proceeding ensued to resolve the dispute. Subsequent to the completion of the first phase of the arbitration proceedings, on April 20, 2009, the parties settled the dispute and entered into a full release of all claims under which Experian received $7.4 million from the Indemnity Escrow and the Company received the balance of the escrow of $1.1 million, which is included in gain on disposition of discontinued operations for the three and six months ended June 30, 2009.

     Pursuant to SFAS No. 144, our Consolidated Financial Statements for all periods presented reflect the reclassification of our Homeplans and Welcome Wagon^® divisions as discontinued operations. Accordingly, the revenue, costs and expenses, and cash flows of these divisions have been excluded from the respective captions in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows and have been reported as “Loss from discontinued operations,” net of applicable income taxes of zero; and as “Net cash used in discontinued operating activities” and “Net cash provided by discontinued investing activities.” Total revenue and loss from discontinued operations are reflected below (in thousands):

		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Revenue		$	4,094			$	7,842			$	9,609			$	17,553
Total operating expenses			4,003				10,918				8,813				23,077
Impairment of long-lived assets			—				—				—				126
Restructuring charges			(16	)			—				1,045				—
Income (loss) from discontinued operations		$	107			$	(3,076	)		$	(249	)		$	(5,650	)
Gain on disposition of discontinued operations		$	2,303			$	—			$	2,303			$	—