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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                to
 Commission file number: 000-26659
 Move, Inc.
 (Exact Name of Registrant as Specified in its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    95-4438337(I.R.S. Employer
Identification No.)
 910 East Hamilton Avenue 
Campbell, California(Address of Principal Executive
Offices)
    
    95008(Zip Code)
 Registrants telephone number, including area code:
(805) 557-2300
 Securities Registered Pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $.001 per share
    
    The NASDAQ Stock Market LLCWarrants to purchase Common Stock, par value $.001 per share
    
    The NASDAQ Stock Market LLC
 Securities Registered Pursuant to Section 12(g) of the Act:
None
 
 o þ
 o þ
 þ o
 o
 o o
  Large
Accelerated
Filer oAccelerated
Filer þNon-Accelerated
Filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
 Aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30, 2008*
    
    $
    132,297,836Number of shares of common stock outstanding as of March 2, 2009
    
    
    153,104,160
 
 *
    
    Based on the closing price of the common stock of $2.33 per share on that date, as reported
on The NASDAQ Stock Market and, for purposes of this computation only, the assumption that all
of the registrants directors, executive officers and beneficial owners of 10% or more of the
registrants common stock are affiliates. DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE REGARDING RESTATEMENT
                 2




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##### 



MOVE, INC.
 FORM 10-K/A
For the Fiscal Year Ended December 31, 2008
 INDEX
 PagePART IItem 1.
    
    Business
    
    
    4Item 1A.
    
    Risk Factors
    
    
    9Item 1B.
    
    Unresolved Staff Comments
    
    
    15Item 2.
    
    Properties
    
    
    16Item 3.
    
    Legal Proceedings
    
    
    16Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    16PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    16Item 6.
    
    Selected Financial Data
    
    
    19Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    35Item 8.
    
    Financial Statements and Supplementary Data
    
    
    37Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    70Item 9A.
    
    Controls and Procedures
    
    
    70Item 9B.
    
    Other Information
    
    
    73PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    73Item 11.
    
    Executive Compensation
    
    
    73Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    73Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    73Item 14.
    
    Principal Accounting Fees and Services
    
    
    73PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    74SIGNATURES
    
    
    80EX-23.01EX-31.01EX-31.02EX-32.01EX-32.02
 This Annual Report on Form 10-K/A and the documents incorporated herein by reference
contain forward-looking statements based on our current expectations, estimates and projections
about our industry, beliefs, and certain assumptions made by us. Words such as believes,
anticipates, estimates, expects, projections, may, potential, plan, continue and
words of similar import constitute forward-looking statements. The forward-looking statements
contained in this report involve known and unknown risks, uncertainties and other factors that may
cause our actual results to be materially different from those expressed or implied by these
statements. These factors include those listed under Risk Factors, Business, Managements
Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this
Form 10-K/A, and the other documents we file with the Securities and Exchange Commission (SEC),
including our reports on Form 8-K and Form 10-Q, and any amendments thereto. Other unknown or
unpredictable factors also could have material adverse effects on our future results. The
forward-looking statements included in this Annual Report on Form 10-K/A are made only as of the
date of this Annual Report. We cannot guarantee future results, levels of activity, performance or
achievements. Accordingly, you should not place undue reliance on
these forward-looking statements. Finally, we expressly disclaim any intent or obligation to
update any forward-looking statements to reflect subsequent events or circumstances.
  3




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PART I
 
 Item 1. Business.
 OVERVIEW
 ® ® ®
 ®
   
    
    Build the leading real estate search experience: providing the greatest breadth and depth
of property listings coupled with rich, timely neighborhood information in a superior,
consumer-friendly search experience to enable us to be the most used real estate search
engine and the most trusted consumer site.
    
    Integrate proprietary home and listings-related content: integrating content such as
neighborhood and community information to improve decision-making and the enjoyment of a
home will enable us to convert real estate search users into recurring users and broaden our
advertiser base.
    
    Improve relevance and effectiveness of advertising: aggregating the largest audience of
prospective and current homeowners and renters and understanding their behavior,
demographics, needs and intent to allow us to deliver contextually relevant ads targeted to
the right consumer at the right time.
    REAL ESTATE SERVICES
 ® ® ®
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REALTOR.com®
 ® ®
  ® ®
  Showcase Listing Enhancements.
 Display ad products.
 
    
    Featured Homes allows agents or brokers to more prominently display a limited number of
their property listings on the REALTOR.com® web site by presenting them first in certain
searches of their respective zip codes;
    
    Featured Agent, Featured Company and Featured Community all provide the opportunity
for agents or brokers to promote themselves and their services on REALTOR.com® in the form
of banner advertising within a geographically targeted real estate audience; and
    
    Featured CMA allows agents or brokers to present consumers with information about their
local market conditions and, in the process, recognize the value of contacting them for
professional consultation and assistance.
  Web sites.
 Top Producer®
 tm
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tm tm
 Move® New Homes
  Showcase Listings.
 Featured Listings.
 Move® Rentals
  Showcase Listings.
 Featured Listings.
 CONSUMER MEDIA
 ®
 Media
   6




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COMPETITION
  Real Estate Services
 ®
 ® ®
   ®
 Consumer Media
  SEASONALITY
   GEOGRAPHIC REGIONS
  7




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INFRASTRUCTURE AND TECHNOLOGY
   ®
 INTELLECTUAL PROPERTY
   
    
    it may be possible for a third party to copy or otherwise obtain and use our proprietary
information without authorization, or to develop similar technology independently;
    
    we could lose the use of the REALTOR.com® trademark or the REALTOR.com® domain name, or
be unable to protect the other trademarks or web site addresses that are important to our
business, and therefore would need to devote substantial resources toward developing an
independent brand identity;
    
    we could be subject to litigation with respect to our intellectual property rights or
those of third parties providing us with content or other licensed material;
    
    we may be required to license additional technology and information from others, which
could require substantial expenditures by us; and
    
    legal standards relating to the validity, enforceability and scope of protection of
proprietary rights in Internet-related businesses are uncertain and continue to evolve, and
we can give no assurance regarding our ability to protect our intellectual property and
other proprietary rights.
  EMPLOYEES
 ®
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AVAILABLE INFORMATION
 http://www.sec.gov
 
 Item 1A. Risk Factors.
 You should consider carefully the following risk factors and other information included or
incorporated by reference in this Form 10-K/A . The risks and uncertainties described below are not
the only ones we face. Additional risks and uncertainties not presently known to us or that we deem
to be currently immaterial also may impair our business operations. If any of the following risks
actually occur, our business, financial condition and operating results could be materially
adversely affected.
 Risks Related to our Business
 We have a history of net losses and could incur net losses in the future.
  The emergence of competitors for our services may adversely impact our business.
  We may not be
able to continue to obtain more listings from MLSs and real estate brokers than other web site
operators
  We may not be able to continue to obtain more listings from MLSs and real estate brokers than
other web site operators.
 ® ®
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® ® ®
 Our quarterly financial results are subject to significant fluctuations.
   
    
    the level at which real estate agents, brokers, homebuilders and rental owners renew the
arrangements through which they obtain our services;
    
    a continued downturn in the residential real estate market and the impact on advertising;
    
    the amount of advertising sold on our web sites and the timing of payments for this
advertising; and
    
    the costs from pending litigation, including the cost of settlements.
 Negative conditions in the global credit markets may continue to impair the liquidity of a portion
of our investment portfolio.
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The mortgage, financial and credit markets have been and continue to experience unprecedented
disruption, which have had, and are expected to continue to have, an adverse effect on our
business, financial condition and results of operations.
    We could be required to expend substantial amounts in connection with continuing indemnification
obligations to a purchaser of one of our businesses.
   We are and may continue to be involved in litigation and other disputes.
   
    
    stop selling, incorporating or using services that use the challenged intellectual
property;
    
    pay significant sums to obtain a license to the relevant intellectual property that we
are alleged to infringe; and
    
    redesign those services that use technology that is the subject of an infringement claim.
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We rely on intellectual property and proprietary rights.
  ® ® ®
  Our Series B Preferred Stock could make it more difficult for us to raise additional capital.
  Our relationship with the NAR is an important part of our business plan and our business could be
harmed if we were to lose the benefits of this agreement.
 ® ® ® ® ®
  
    
    we would need to obtain the consent of NAR if we want to acquire or develop another
service that provides real estate listings on an Internet site or through other electronic
means; any consent from NAR, if obtained, could be conditioned on our agreeing to conditions
such as paying fees to NAR or limiting the types of content or listings on the web sites or
service or other terms and conditions;
    
    we are restricted in the type and subject matter of, and the manner in which we display,
advertisements on the REALTOR.com® web site;
    
    NAR has the right to approve how we use its trademarks, and we must comply with its
quality standards for the use of these marks; and
    
    we must meet performance standards relating to the availability time of the REALTOR.com®
web site.
  12




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®
 
    
    the acquisition of us or RealSelect by another party without NARs consent;
    
    if traffic on the REALTOR.com® site falls below 500,000 unique users per month;
    
    a substantial decrease in the number of property listings on our REALTOR.com® site; and
    
    a breach of any of our other obligations under the agreement that we do not cure within
30 days of being notified by NAR of the breach.
 ® ®
 We must dedicate significant resources to market our subscription products and services to real
estate professionals.
  Our future success depends largely on our ability to attract, retain and motivate qualified
personnel.
  Our net operating loss carry forwards could be substantially limited if we experience an ownership
change as defined in the Internal Revenue Code.
    13




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Delaware law, our certificate of incorporation and bylaws, and other agreements contain provisions
that could discourage a takeover.
 ®
 Real Estate Industry Risks
 Our business is dependent on the strength of the real estate industry, which is both cyclical and
seasonal and is affected by general economic conditions.
     We have risks associated with changing legislation in the real estate industry.
 ®
 Internet Industry Risks
 Our operations depend upon our ability to maintain and protect our computer systems.
  14




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We depend on continued improvements to our computer network.
  We could face liability for information on our web sites and for products and services sold
over the Internet.
    
 Item 1B. Unresolved Staff Comments.
  15




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Item 2. Properties:
  Square
    
    LeaseLocation
    
    Feet
    
    ExpirationPrincipal executive and corporate office(C)(R)(M)
    
    Westlake Village, CA
    
    
    137,762
    
    
    
    2010Technology facility(C)(R)(M)
    
    Phoenix, AZ
    
    
    8,114
    
    
    
    2017Operations and customer service center(R)(M)
    
    Scottsdale, AZ
    
    
    46,182
    
    
    
    2013Product development and marketing(C)(R)(M)
    
    Campbell, CA
    
    
    29,767
    
    
    
    2013Welcome Wagon(R)(D)
    
    Plainview, NY
    
    
    48,148
    
    
    
    2015Top Producer®(R)
    
    Richmond, Canada
    
    
    47,114
    
    
    
    2011Enterprise(R)
    
    Milwaukee, WI
    
    
    16,817
    
    
    
    2010Sales offices(M)
    
    Manhattan, NY
    
    
    6,000
    
    
    
    2012
 
 (C  Corporate)
    
    (R  Real Estate Services) (M  Consumer Media)( D  Discontinued Operations)  
 Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
  
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 Market Information
  High
    
    Low2007First Quarter
    
    $
    6.69
    
    
    $
    5.22Second Quarter
    
    
    5.59
    
    
    
    3.80Third Quarter
    
    
    4.55
    
    
    
    2.36Fourth Quarter
    
    
    3.08
    
    
    
    2.202008First Quarter
    
    
    3.22
    
    
    
    1.62Second Quarter
    
    
    3.47
    
    
    
    2.23Third Quarter
    
    
    3.16
    
    
    
    2.00Fourth Quarter
    
    
    2.33
    
    
    
    0.642009First Quarter (up until March 2, 2009)
    
    
    1.94
    
    
    
    1.32
  16




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Dividends
  Stock Repurchases
  Recent Sales of Unregistered Securities
  Securities Authorized for Issuance under Equity Compensation Plans
  Number of SecuritiesWeighted Average
    
    Remaining Available forNumber of Securities to
    
    Exercise Price of
    
    Future Issuance Underbe Issued Upon Exercise
    
    Outstanding
    
    Equity Compensation Plansof Outstanding Options,
    
    Options, Warrants
    
    (Excluding SecuritiesWarrants and Rights
    
    and Rights
    
    Reflected in Column (a)Plan Category
    
    (a)
    
    (b)
    
    (c)(In thousands)
    
    
    
    
    
    (In thousands)Equity compensation plans approved by security holders
    
    
    27,092
    
    
    $
    3.31
    
    
    
    13,451Equity compensation plans not approved by security holders
    
    
    8,205
    
    
    $
    2.73
    
    
    
    7,697Total
    
    
    35,297
    
    
    $
    3.17
    
    
    
    21,148
 Equity Compensation Plan Information
   Non-Shareholder Approved Plans
   17




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Item 6. Selected Financial Data
    Year Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(As restated)(2)
    
    
    (As restated)(2)
    
    
    (As restated)(2)(In thousands, except per share amounts)Consolidated Statement of Operations Data:Revenue(1)
    
    $
    242,069
    
    
    $
    248,919
    
    
    $
    238,752
    
    
    $
    202,653
    
    
    $
    168,263Cost of revenue(1)
    
    
    46,041
    
    
    
    42,908
    
    
    
    41,154
    
    
    
    33,284
    
    
    
    31,211Gross profit
    
    
    196,028
    
    
    
    206,011
    
    
    
    197,598
    
    
    
    169,369
    
    
    
    137,052Operating expenses:Sales and marketing(1)
    
    
    93,531
    
    
    
    89,954
    
    
    
    86,765
    
    
    
    70,151
    
    
    
    68,840Product and web site development(1)
    
    
    26,342
    
    
    
    34,656
    
    
    
    31,969
    
    
    
    21,257
    
    
    
    15,111General and administrative(1)
    
    
    77,571
    
    
    
    72,731
    
    
    
    70,113
    
    
    
    71,861
    
    
    
    58,071Amortization of intangible assets
    
    
    756
    
    
    
    761
    
    
    
    699
    
    
    
    1,296
    
    
    
    5,601Restructuring charges(1)
    
    
    4,412
    
    
    
    
    
    
    
    (278
    )
    
    
    (1,331
    )
    
    
    1,316Impairment of long-lived assets(1)
    
    
    1,670
    
    
    
    4,824
    
    
    
    
    
    
    
    
    
    
    
    Litigation settlement
    
    
    
    
    
    
    3,900
    
    
    
    
    
    
    
    1,750
    
    
    
    2,168Total operating expenses
    
    
    204,282
    
    
    
    206,826
    
    
    
    189,268
    
    
    
    164,984
    
    
    
    151,107Operating income (loss) from continuing operations
    
    
    (8,254
    )
    
    
    (815
    )
    
    
    8,330
    
    
    
    4,385
    
    
    
    (14,055
    )Interest income, net
    
    
    5,687
    
    
    
    9,852
    
    
    
    7,250
    
    
    
    2,351
    
    
    
    673Other income, net
    
    
    1,091
    
    
    
    1,493
    
    
    
    17,274
    
    
    
    530
    
    
    
    935Income (loss) from continuing operations before income taxes
    
    
    (1,476
    )
    
    
    10,530
    
    
    
    32,854
    
    
    
    7,266
    
    
    
    (12,447
    )Provision for income taxes
    
    
    549
    
    
    
    501
    
    
    
    134
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    (2,025
    )
    
    
    10,029
    
    
    
    32,720
    
    
    
    7,266
    
    
    
    (12,447
    )Gain on disposition of discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    855
    
    
    
    7,294Loss from discontinued operations(1)
    
    
    (27,165
    )
    
    
    (10,345
    )
    
    
    (11,863
    )
    
    
    (7,576
    )
    
    
    (2,733
    )Net income (loss)
    
    
    (29,190
    )
    
    
    (316
    )
    
    
    20,857
    
    
    
    545
    
    
    
    (7,886
    )Convertible preferred stock dividend and related accretion
    
    
    (5,108
    )
    
    
    (4,977
    )
    
    
    (4,859
    )
    
    
    (408
    )
    
    
    Net income (loss) applicable to common stockholders
    
    $
    (34,298
    )
    
    $
    (5,293
    )
    
    $
    15,998
    
    
    $
    137
    
    
    $
    (7,886
    )Basic income (loss) per share applicable to common stockholders
Continuing operations
    
    $
    (0.05
    )
    
    $
    0.03
    
    
    $
    0.18
    
    
    $
    0.05
    
    
    $
    (0.09
    )Discontinued operations
    
    
    (0.18
    )
    
    
    (0.07
    )
    
    
    (0.08
    )
    
    
    (0.05
    )
    
    
    0.03Basic income (loss) per share applicable to common stockholders
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    0.11
    
    
    $
    0.00
    
    
    $
    (0.06
    )Diluted income (loss) per share applicable to common stockholders
Continuing operations
    
    $
    (0.05
    )
    
    $
    0.03
    
    
    $
    0.17
    
    
    $
    0.04
    
    
    $
    (0.09
    )Discontinued operations
    
    
    (0.18
    )
    
    
    (0.07
    )
    
    
    (0.07
    )
    
    
    (0.04
    )
    
    
    0.03Diluted income (loss) per share applicable to common stockholders
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    0.10
    
    
    $
    0.00
    
    
    $
    (0.06
    )Shares used in calculation of income (loss) per shareBasic
    
    
    151,952
    
    
    
    154,524
    
    
    
    151,170
    
    
    
    147,175
    
    
    
    136,518Diluted
    
    
    151,952
    
    
    
    154,524
    
    
    
    163,394
    
    
    
    182,548
    
    
    
    136,518
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(1)
    
    The following chart summarizes the stock-based compensation and
charges that have been included in the following captions for the
periods presented: Year Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(As restated)(2)
    
    
    (As restated)(2)
    
    
    (As restated)(2)(In thousands)Cost of revenue
    
    $
    144
    
    
    $
    130
    
    
    $
    140
    
    
    $
    
    
    
    $
    Sales and marketing
    
    
    758
    
    
    
    1,309
    
    
    
    1,765
    
    
    
    291
    
    
    
    301Product and web site development
    
    
    566
    
    
    
    1,181
    
    
    
    1,339
    
    
    
    
    
    
    
    General and administrative
    
    
    10,857
    
    
    
    12,380
    
    
    
    12,510
    
    
    
    824
    
    
    
    518Impairment of long-lived assets
    
    
    
    
    
    
    570
    
    
    
    
    
    
    
    
    
    
    
    Total from continuing operations
    
    
    12,325
    
    
    
    15,570
    
    
    
    15,754
    
    
    
    1,115
    
    
    
    819Total from discontinued operations
    
    
    135
    
    
    
    514
    
    
    
    1,169
    
    
    
    
    
    
    
    Total stock-based compensation and charges
    
    $
    12,460
    
    
    $
    16,084
    
    
    $
    16,923
    
    
    $
    1,115
    
    
    $
    819
 Year Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(In thousands)Consolidated Balance Sheet Data:Cash and short-term investments
    
    $
    108,935
    
    
    $
    175,613
    
    
    $
    157,848
    
    
    $
    152,322
    
    
    $
    59,859Total assets
    
    
    292,007
    
    
    
    282,528
    
    
    
    285,949
    
    
    
    249,026
    
    
    
    150,504Obligation under capital lease
    
    
    339
    
    
    
    2,167
    
    
    
    4,071
    
    
    
    1,005
    
    
    
    2,765Series B convertible preferred stock
    
    
    106,297
    
    
    
    101,189
    
    
    
    96,212
    
    
    
    91,349
    
    
    
    Total stockholders equity
    
    $
    67,839
    
    
    $
    104,477
    
    
    $
    101,452
    
    
    $
    61,924
    
    
    $
    57,393
 
 (2)
    
    See Note 26 Restatement of Previously Issued Consolidated Financial Statements to our
Consolidated Financial Statements for a discussion of these adjustments. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 Our History
 ®
 Our Business
 ® ®
  20




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®
  Business 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 seemed 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 substantially by 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, 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
ground to a halt. Consumer confidence has declined and while mortgage rates have appeared to
decline slightly, 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
online appears steady, some of the medium and smaller brokers and agents have reduced expenses
to remain in business and this will cause our growth rate to decline further and possibly
experience a decline in revenue as we move into 2009.
    
    Evolution of Our Product and Service Offerings and Pricing Structures.
 Real Estate Services segment:
 ®
 ® ®
 21




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##### Table of Contents



Consumer Media segment:
 ®
 Acquisitions and Dispositions
 ®
   ®
 For the Year Ended December 31,2008
    
    
    2007
    
    
    2006Revenue
    
    $
    31,452
    
    
    $
    44,250
    
    
    $
    51,632Total operating expenses
    
    
    (41,027
    )
    
    
    (51,521
    )
    
    
    (63,495
    )Restructuring charges
    
    
    (1,584
    )
    
    
    
    
    
    
    Impairment of long-lived assets
    
    
    (16,006
    )
    
    
    (3,074
    )
    
    
    Loss from discontinued operations
    
    $
    (27,165
    )
    
    $
    (10,345
    )
    
    $
    (11,863
    )
  December 31,2007Total current assets
    
    $
    6,524Property and equipment, net
    
    
    2,736Goodwill and other assets
    
    
    15,157Total assets of discontinued operations
    
    $
    24,417Total current liabilities
    
    
    5,429Total liabilities of discontinued operations
    
    $
    5,429
 22




---



##### Table of Contents



Critical Accounting Policies, Estimates and Assumptions
    Revenue Recognition
     Advertising Revenue
 Software Revenue
 Allowance for Doubtful Accounts
  23




---



##### Table of Contents



Valuation of Long-term Investments
  Valuation of Goodwill, Identified Intangibles and Other Long-lived Assets
   Stock-Based Compensation
   Legal Contingencies
  24




---



##### Table of Contents



Results of Operations
  
    
    execute our business model, including changes to that model;
    
    respond to highly competitive developments;
    
    attract, retain and motivate qualified personnel;
    
    implement and successfully execute our marketing plans;
    
    continue to upgrade our technologies;
    
    develop new distribution channels; and
    
    improve our operational and financial systems.
 ®
 Year Ended December 31,2008
    
    
    2007
    
    
    2006(As restated)(2)
    
    
    (As restated)(2)
    
    
    (As restated)(2)(In thousands)Consolidated Statement of Operations Data:Revenue
    
    $
    242,069
    
    
    $
    248,919
    
    
    $
    238,752Cost of revenue(1)
    
    
    46,041
    
    
    
    42,908
    
    
    
    41,154Gross profit
    
    
    196,028
    
    
    
    206,011
    
    
    
    197,598Operating expenses:Sales and marketing(1)
    
    
    93,531
    
    
    
    89,954
    
    
    
    86,765Product and web site development(1)
    
    
    26,342
    
    
    
    34,656
    
    
    
    31,969General and administrative(1)
    
    
    77,571
    
    
    
    72,731
    
    
    
    70,113Amortization of intangible assets
    
    
    756
    
    
    
    761
    
    
    
    699Restructuring charges
    
    
    4,412
    
    
    
    
    
    
    
    (278
    )Impairment of long-lived assets(1)
    
    
    1,670
    
    
    
    4,824
    
    
    
    Litigation settlement
    
    
    
    
    
    
    3,900
    
    
    
    Total operating expenses
    
    
    204,282
    
    
    
    206,826
    
    
    
    189,268Operating income (loss) from continuing operations
    
    
    (8,254
    )
    
    
    (815
    )
    
    
    8,330Interest income, net
    
    
    5,687
    
    
    
    9,852
    
    
    
    7,250Other income, net
    
    
    1,091
    
    
    
    1,493
    
    
    
    17,274Income (loss) from continuing operations before income taxes
    
    
    (1,476
    )
    
    
    10,530
    
    
    
    32,854Provision for income taxes
    
    
    549
    
    
    
    501
    
    
    
    134Income (loss) from continuing operations
    
    
    (2,025
    )
    
    
    10,029
    
    
    
    32,720Loss from discontinued operations(1)
    
    
    (27,165
    )
    
    
    (10,345
    )
    
    
    (11,863
    )Net income (loss)
    
    
    (29,190
    )
    
    
    (316
    )
    
    
    20,857Convertible preferred stock dividend and related accretion
    
    
    (5,108
    )
    
    
    (4,977
    )
    
    
    (4,859
    )Net income (loss) applicable to common stockholders
    
    $
    (34,298
    )
    
    $
    (5,293
    )
    
    $
    15,998
 25




---



##### Table of Contents



(1)
    
    The following chart summarizes the stock-based compensation and
charges that have been included in the following captions for the
periods presented: Year Ended December 31,2008
    
    
    2007
    
    
    2006(As Restated)(2)
    
    
    (As Restated)(2)
    
    
    (As Restated)(2)(In thousands)Cost of revenue
    
    $
    144
    
    
    $
    130
    
    
    $
    140Sales and marketing
    
    
    758
    
    
    
    1,309
    
    
    
    1,765Product and web site development
    
    
    566
    
    
    
    1,181
    
    
    
    1,339General and administrative
    
    
    10,857
    
    
    
    12,380
    
    
    
    12,510Impairment of long-lived assets
    
    
    
    
    
    
    570
    
    
    
    Total for continuing operations
    
    
    12,325
    
    
    
    15,570
    
    
    
    15,754Total for discontinued operations
    
    
    135
    
    
    
    514
    
    
    
    1,169Total stock-based compensation and charges
    
    $
    12,460
    
    
    $
    16,084
    
    
    $
    16,923
 (2)
    
    See Note 26 Restatement of Previously Issued Consolidated Financial Statements to our
Consolidated Financial Statements for a discussion of these adjustments. Year Ended December 31,2008
    
    
    2007
    
    
    2006(As Restated)
    
    
    (As Restated)
    
    
    (As Restated)(In thousands)As a Percentage of Revenue:Revenue
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Cost of revenue
    
    
    19
    
    
    
    17
    
    
    
    17Gross profit
    
    
    81
    
    
    
    83
    
    
    
    83Operating expenses:Sales and marketing
    
    
    39
    
    
    
    36
    
    
    
    37Product and web site development
    
    
    11
    
    
    
    14
    
    
    
    13General and administrative
    
    
    32
    
    
    
    29
    
    
    
    29Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    Restructuring charges
    
    
    2
    
    
    
    
    
    
    
    Impairment of long-lived assets
    
    
    1
    
    
    
    2
    
    
    
    Litigation settlement
    
    
    
    
    
    
    2
    
    
    
    Total operating expenses
    
    
    84
    
    
    
    83
    
    
    
    79Operating income (loss) from continuing operations
    
    
    (3
    )
    
    
    
    
    
    
    4Interest income, net
    
    
    2
    
    
    
    4
    
    
    
    3Other income, net
    
    
    
    
    
    
    
    
    
    
    7Income (loss) from continuing operations before income taxes
    
    
    (1
    )
    
    
    4
    
    
    
    14Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    (1
    )
    
    
    4
    
    
    
    14Loss from discontinued operations
    
    
    (11
    )
    
    
    (4
    )
    
    
    (5
    )Net income (loss)
    
    
    (12
    )
    
    
    
    
    
    
    9Convertible preferred stock dividend and related accretion
    
    
    (2
    )
    
    
    (2
    )
    
    
    (2
    )Net income (loss) applicable to common stockholders
    
    
    (14
    )%
    
    
    (2
    )%
    
    
    7
    %
 For the Years Ended December 31, 2008 and 2007
 Revenue
  Cost of Revenue
  26




---



##### Table of Contents



Operating Expenses
 Sales and Marketing.
 Product and Web Site Development.
 General and Administrative.
 Amortization of Intangible Assets.
 Restructuring Charges.
 Impairment of long-lived assets.
 Litigation Settlement.
 Stock-based Compensation and Charges.
 Year EndedDecember 31,2008
    
    
    2007(As restated)
    
    
    (As restated)Cost of revenue
    
    $
    144
    
    
    $
    130Sales and marketing
    
    
    758
    
    
    
    1,309Product and web site development
    
    
    566
    
    
    
    1,181General and administrative
    
    
    10,857
    
    
    
    12,380Impairment of long-lived assets
    
    
    
    
    
    
    570Total from continuing operations
    
    $
    12,325
    
    
    $
    15,570
  27




---



##### Table of Contents



Interest Income, Net
  Other Income, Net
  Income Taxes
   Segment Information
   28




---



##### Table of Contents



Year Ended December 31, 2008 (As restated)
    
    
    Year Ended December 31, 2007 (As restated)Real Estate
    
    
    Consumer
    
    
    
    
    
    
    
    
    
    
    Real Estate
    
    
    ConsumerServices
    
    
    Media
    
    
    Unallocated
    
    
    Total
    
    
    Services
    
    
    Media
    
    
    Unallocated
    
    
    TotalRevenue
    
    $
    217,233
    
    
    $
    24,836
    
    
    $
    
    
    
    $
    242,069
    
    
    $
    220,546
    
    
    $
    28,373
    
    
    $
    
    
    
    $
    248,919Cost of revenue
    
    
    38,394
    
    
    
    6,554
    
    
    
    1,093
    
    
    
    46,041
    
    
    
    34,677
    
    
    
    5,875
    
    
    
    2,356
    
    
    
    42,908Gross profit (loss)
    
    
    178,839
    
    
    
    18,282
    
    
    
    (1,093
    )
    
    
    196,028
    
    
    
    185,869
    
    
    
    22,498
    
    
    
    (2,356
    )
    
    
    206,011Sales and marketing
    
    
    75,956
    
    
    
    12,026
    
    
    
    5,549
    
    
    
    93,531
    
    
    
    71,114
    
    
    
    13,578
    
    
    
    5,262
    
    
    
    89,954Product and web site development
    
    
    21,763
    
    
    
    1,750
    
    
    
    2,829
    
    
    
    26,342
    
    
    
    27,030
    
    
    
    5,994
    
    
    
    1,632
    
    
    
    34,656General and administrative
    
    
    27,851
    
    
    
    4,015
    
    
    
    45,705
    
    
    
    77,571
    
    
    
    27,782
    
    
    
    4,358
    
    
    
    40,591
    
    
    
    72,731Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    756
    
    
    
    756
    
    
    
    
    
    
    
    
    
    
    
    761
    
    
    
    761Restructuring charges
    
    
    301
    
    
    
    188
    
    
    
    3,923
    
    
    
    4,412
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Litigation settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,900
    
    
    
    3,900Impairment of long-lived assets
    
    
    
    
    
    
    
    
    
    
    1,670
    
    
    
    1,670
    
    
    
    
    
    
    
    
    
    
    
    4,824
    
    
    
    4,824Total operating expenses
    
    
    125,871
    
    
    
    17,979
    
    
    
    60,432
    
    
    
    204,282
    
    
    
    125,926
    
    
    
    23,930
    
    
    
    56,970
    
    
    
    206,826Operating income (loss) from continuing operations
    
    $
    52,968
    
    
    $
    303
    
    
    $
    (61,525
    )
    
    $
    (8,254
    )
    
    $
    59,943
    
    
    $
    (1,432
    )
    
    $
    (59,326
    )
    
    $
    (815
    )
 Real Estate Services
 ® ® ®
 ® ® ®
   Consumer Media
 ®
   29




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##### Table of Contents



Unallocated
  For the Years Ended December 31, 2007 and 2006
 Revenue
    Operating Expenses
 Sales and Marketing.
 Product and Web Site Development. ® ®
 General and Administrative.
 Amortization of Intangible Assets.
 30




---



##### Table of Contents



Restructuring Charges.
 Impairment of long-lived assets.
 Litigation Settlement.
 Stock-based Compensation and Charges.
 Year EndedDecember 31,2007
    
    
    2006(As restated)
    
    
    (As restated)Cost of revenue
    
    $
    130
    
    
    $
    140Sales and marketing
    
    
    1,309
    
    
    
    1,765Product and web site development
    
    
    1,181
    
    
    
    1,339General and administrative
    
    
    12,380
    
    
    
    12,510Impairment of long-lived assets
    
    
    570
    
    
    
    Total from continuing operations
    
    $
    15,570
    
    
    $
    15,754
  Interest Income, Net
  Other Income, Net
  Income Taxes
  Segment Information
  31




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##### Table of Contents



Year Ended December 31, 2007 (As restated)
    
    
    Year Ended December 31, 2006 (As restated)Real Estate
    
    
    Consumer
    
    
    
    
    
    
    
    
    
    
    Real Estate
    
    
    ConsumerServices
    
    
    Media
    
    
    Unallocated
    
    
    Total
    
    
    Services
    
    
    Media
    
    
    Unallocated
    
    
    TotalRevenue
    
    $
    220,546
    
    
    $
    28,373
    
    
    $
    
    
    
    $
    248,919
    
    
    $
    208,339
    
    
    $
    30,413
    
    
    $
    
    
    
    $
    238,752Cost of revenue
    
    
    34,677
    
    
    
    5,875
    
    
    
    2,356
    
    
    
    42,908
    
    
    
    33,323
    
    
    
    4,675
    
    
    
    3,156
    
    
    
    41,154Gross profit (loss)
    
    
    185,869
    
    
    
    22,498
    
    
    
    (2,356
    )
    
    
    206,011
    
    
    
    175,016
    
    
    
    25,738
    
    
    
    (3,156
    )
    
    
    197,598Sales and marketing
    
    
    71,114
    
    
    
    13,578
    
    
    
    5,262
    
    
    
    89,954
    
    
    
    69,915
    
    
    
    12,963
    
    
    
    3,887
    
    
    
    86,765Product and web site development
    
    
    27,030
    
    
    
    5,994
    
    
    
    1,632
    
    
    
    34,656
    
    
    
    25,083
    
    
    
    2,657
    
    
    
    4,229
    
    
    
    31,969General and administrative
    
    
    27,782
    
    
    
    4,358
    
    
    
    40,591
    
    
    
    72,731
    
    
    
    30,113
    
    
    
    3,478
    
    
    
    36,522
    
    
    
    70,113Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    761
    
    
    
    761
    
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    699Restructuring charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (278
    )
    
    
    (278
    )Litigation settlement
    
    
    
    
    
    
    
    
    
    
    3,900
    
    
    
    3,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Impairment of long-lived assets
    
    
    
    
    
    
    
    
    
    
    4,824
    
    
    
    4,824
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total operating expenses
    
    
    125,926
    
    
    
    23,930
    
    
    
    56,970
    
    
    
    206,826
    
    
    
    125,111
    
    
    
    19,098
    
    
    
    45,059
    
    
    
    189,268Operating income (loss) from continuing operations
    
    $
    59,943
    
    
    $
    (1,432
    )
    
    $
    (59,326
    )
    
    $
    (815
    )
    
    $
    49,905
    
    
    $
    6,640
    
    
    $
    (48,215
    )
    
    $
    8,330
 Real Estate Services
 ® ® ® ® ®
 ® tm ® tm tm tm
   Consumer Media
 ®
   32




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##### Table of Contents



Unallocated
  Liquidity and Capital Resources
         33




---



##### Table of Contents



Payments Due by PeriodDue in
    
    
    Due in
    
    
    Due inTotal
    
    
    One Year
    
    
    One to
    
    
    Three to
    
    
    OverPayments Due
    
    
    or Less
    
    
    Three Years
    
    
    Five Years
    
    
    Five YearsCapital lease obligations
    
    $
    345
    
    
    $
    345
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating lease obligations
    
    
    24,390
    
    
    
    8,509
    
    
    
    9,094
    
    
    
    5,062
    
    
    
    1,725Other purchase obligations
    
    
    8,281
    
    
    
    1,656
    
    
    
    3,312
    
    
    
    3,313
    
    
    
    Total
    
    $
    33,016
    
    
    $
    10,510
    
    
    $
    12,406
    
    
    $
    8,375
    
    
    $
    1,725
        Off-Balance Sheet Arrangements
  34




---



##### Table of Contents



Recent Accounting Developments
    
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    35




---



##### Table of Contents



36




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageMove, Inc. Consolidated Financial StatementsReport of Ernst & Young LLP, Independent Registered Public Accounting Firm
    
    
    38Consolidated Balance Sheets (Restated)
    
    
    39Consolidated Statements of Operations (Restated)
    
    
    40Consolidated Statements of Stockholders Equity (Restated)
    
    
    41Consolidated Statements of Cash Flows (Restated)
    
    
    42Notes to Consolidated Financial Statements
    
    
    43
 37




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       /s/ Ernst & Young LLP 
 38




---



##### Table of Contents



MOVE, INC.
 
 CONSOLIDATED BALANCE SHEETS
 December 31,2008
    
    
    2007(As Restated)(1)
    
    
    (As Restated)(1)(In thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    108,935
    
    
    $
    45,713Short-term investments
    
    
    
    
    
    
    129,900Accounts receivable, net of allowance for
doubtful accounts of $3,716 and $3,687 at
December 31, 2008 and 2007, respectively
    
    
    12,833
    
    
    
    15,645Assets of discontinued operations
    
    
    
    
    
    
    24,417Other current assets
    
    
    11,399
    
    
    
    10,111Total current assets
    
    
    133,167
    
    
    
    225,786Property and equipment, net
    
    
    21,934
    
    
    
    29,930Long-term investments
    
    
    111,800
    
    
    
    Goodwill, net
    
    
    16,969
    
    
    
    17,181Intangible assets, net
    
    
    3,933
    
    
    
    5,011Restricted cash
    
    
    3,209
    
    
    
    3,369Other assets
    
    
    995
    
    
    
    1,251Total assets
    
    $
    292,007
    
    
    $
    282,528LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,051
    
    
    $
    4,337Accrued expenses
    
    
    22,747
    
    
    
    28,446Obligation under capital leases
    
    
    339
    
    
    
    1,894Deferred revenue
    
    
    23,991
    
    
    
    34,975Line of credit
    
    
    64,700
    
    
    
    Liabilities of discontinued operations
    
    
    
    
    
    
    5,429Total current liabilities
    
    
    115,828
    
    
    
    75,081Obligation under capital leases
    
    
    
    
    
    
    273Other non-current liabilities
    
    
    2,043
    
    
    
    1,508Total liabilities
    
    
    117,871
    
    
    
    76,862Commitments and contingencies (Note 23)Series B convertible preferred stock
    
    
    106,297
    
    
    
    101,189Stockholders Equity:Series A convertible preferred stock
    
    
    
    
    
    
    Common stock, $.001 par value; 500,000
shares authorized, 153,082 and 151,355
shares issued and outstanding at
December 31, 2008 and December 31, 2007,
respectively
    
    
    153
    
    
    
    151Additional paid-in capital
    
    
    2,094,135
    
    
    
    2,078,619Accumulated other comprehensive income
    
    
    (17,183
    )
    
    
    675Accumulated deficit
    
    
    (2,009,266
    )
    
    
    (1,974,968
    )Total stockholders equity
    
    
    67,839
    
    
    
    104,477Total liabilities and stockholders equity
    
    $
    292,007
    
    
    $
    282,528
 
 (1)
    
    See Note 26 Restatement of Previously Issued Consolidated Financial Statements to our
Consolidated Financial Statements for a discussion of these adjustments.  39




---



##### Table of Contents



MOVE, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year Ended December 31,2008
    
    
    2007
    
    
    2006(As Restated)(1)
    
    
    (As Restated)(1)
    
    
    (As Restated)(1)(In thousands, except per share amounts)Revenue
    
    $
    242,069
    
    
    $
    248,919
    
    
    $
    238,752Cost of revenue
    
    
    46,041
    
    
    
    42,908
    
    
    
    41,154Gross profit
    
    
    196,028
    
    
    
    206,011
    
    
    
    197,598Operating expenses:Sales and marketing
    
    
    93,531
    
    
    
    89,954
    
    
    
    86,765Product and web site development
    
    
    26,342
    
    
    
    34,656
    
    
    
    31,969General and administrative
    
    
    77,571
    
    
    
    72,731
    
    
    
    70,113Amortization of intangible assets
    
    
    756
    
    
    
    761
    
    
    
    699Restructuring charges
    
    
    4,412
    
    
    
    
    
    
    
    (278
    )Impairment of long-lived assets
    
    
    1,670
    
    
    
    4,824
    
    
    
    Litigation settlement
    
    
    
    
    
    
    3,900
    
    
    
    Total operating expenses
    
    
    204,282
    
    
    
    206,826
    
    
    
    189,268Operating income (loss) from continuing operations
    
    
    (8,254
    )
    
    
    (815
    )
    
    
    8,330Interest income, net
    
    
    5,687
    
    
    
    9,852
    
    
    
    7,250Other income, net
    
    
    1,091
    
    
    
    1,493
    
    
    
    17,274Income (loss) from continuing operations before income taxes
    
    
    (1,476
    )
    
    
    10,530
    
    
    
    32,854Provision for income taxes
    
    
    549
    
    
    
    501
    
    
    
    134Income (loss) from continuing operations
    
    
    (2,025
    )
    
    
    10,029
    
    
    
    32,720Loss from discontinued operations
    
    
    (27,165
    )
    
    
    (10,345
    )
    
    
    (11,863
    )Net income (loss)
    
    
    (29,190
    )
    
    
    (316
    )
    
    
    20,857Convertible preferred stock dividend and related accretion
    
    
    (5,108
    )
    
    
    (4,977
    )
    
    
    (4,859
    )Net income (loss) applicable to common stockholders
    
    $
    (34,298
    )
    
    $
    (5,293
    )
    
    $
    15,998Basic income (loss) per share applicable to common stockholdersContinuing operations
    
    $
    (0.05
    )
    
    $
    0.03
    
    
    $
    0.18Discontinued operations
    
    
    (0.18
    )
    
    
    (0.07
    )
    
    
    (0.08
    )Basic income (loss) per share applicable to common stockholders
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    0.11Diluted income (loss) per share applicable to common stockholdersContinuing operations
    
    $
    (0.05
    )
    
    $
    0.03
    
    
    $
    0.17Discontinued operations
    
    
    (0.18
    )
    
    
    (0.07
    )
    
    
    (0.07
    )Diluted income (loss) per share applicable to common stockholders
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    0.10Shares used in calculation of income (loss) per share applicable
to common stockholders:Basic
    
    
    151,952
    
    
    
    154,524
    
    
    
    151,170Diluted
    
    
    151,952
    
    
    
    154,524
    
    
    
    163,394
 
 (1)
    
    See Note 26 Restatement of Previously Issued Consolidated Financial Statements to our
Consolidated Financial Statements for a discussion of these adjustments.  40




---



##### Table of Contents



MOVE, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 Series A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AccumulatedConvertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    Deferred
    
    
    Other
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Treasury
    
    
    Stock-based
    
    
    Comprehensive
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital (1)
    
    
    Stock
    
    
    Charges
    
    
    Income (loss)
    
    
    Deficit (1)
    
    
    Equity(In thousands)Balance at January 1, 2006  As
previously reported
    
    
    
    
    
    $
    
    
    
    
    149,201
    
    
    $
    149
    
    
    $
    2,047,456
    
    
    $
    
    
    
    $
    (351
    )
    
    $
    343
    
    
    $
    (1,985,673
    )
    
    $
    61,924Comprehensive income (loss):Net income (As restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,857
    
    
    
    20,857Unrealized gain on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,820
    
    
    
    
    
    
    
    14,820Realized gain on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,809
    )
    
    
    
    
    
    
    (14,809
    )Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    
    
    
    
    (28
    )Comprehensive income (As restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    20,857
    
    
    
    20,840Issuance of common stock under exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    4,852
    
    
    
    5
    
    
    
    6,884
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,889Issuance of restricted stock
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Receipt of shares from escrow
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (291
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (291
    )Retirement of treasury shares
    
    
    
    
    
    
    
    
    
    
    (47
    )
    
    
    
    
    
    
    (291
    )
    
    
    291
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation and charges (As
restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,949
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,949Convertible preferred stock dividend and
accretion of discount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,859
    )
    
    
    (4,859
    )Reclassification of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (351
    )
    
    
    
    
    
    
    351
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2006 (As restated)
    
    
    
    
    
    $
    
    
    
    
    154,116
    
    
    $
    154
    
    
    $
    2,070,647
    
    
    $
    
    
    
    $
    
    
    
    $
    326
    
    
    $
    (1,969,675
    )
    
    $
    101,452Comprehensive income (loss):Net income (As restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (316
    )
    
    
    (316
    )Unrealized gain on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    14Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    335
    
    
    
    
    
    
    
    335Comprehensive income (As restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    349
    
    
    
    (316
    )
    
    
    33Issuance of common stock under exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    1,128
    
    
    
    1
    
    
    
    3,063
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,064Issuance of restricted stock
    
    
    
    
    
    
    
    
    
    
    357
    
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500Restricted stock surrendered for employee
tax liability
    
    
    
    
    
    
    
    
    
    
    (83
    )
    
    
    
    
    
    
    (358
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (358
    )Repurchase and retirement of common stock
    
    
    
    
    
    
    
    
    
    
    (4,163
    )
    
    
    (4
    )
    
    
    (9,996
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,000
    )Stock-based compensation and charges (As
restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,763
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,763Convertible preferred stock dividend and
accretion of discount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,977
    )
    
    
    (4,977
    )Balance at December 31, 2007 (As restated)
    
    
    
    
    
    $
    
    
    
    
    151,355
    
    
    $
    151
    
    
    $
    2,078,619
    
    
    $
    
    
    
    $
    
    
    
    $
    675
    
    
    $
    (1,974,968
    )
    
    $
    104,477Comprehensive income (loss):Net loss (As restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,190
    )
    
    
    (29,190
    )Unrealized loss on auction rate securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,600
    )
    
    
    
    
    
    
    (17,600
    )Unrealized loss on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18
    )
    
    
    
    
    
    
    (18
    )Realized gain on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    15Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (255
    )
    
    
    
    
    
    
    (255
    )Comprehensive loss (As restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,858
    )
    
    
    (29,190
    )
    
    
    (47,048
    )Issuance of common stock under exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    1,576
    
    
    
    2
    
    
    
    3,056
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,058Issuance of restricted stock
    
    
    
    
    
    
    
    
    
    
    291
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeitures of restricted stock
    
    
    
    
    
    
    
    
    
    
    (140
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation and charges (As
restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,460
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,460Convertible preferred stock dividend and
accretion of discount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,108
    )
    
    
    (5,108
    )Balance at December 31, 2008 (As restated)
    
    
    
    
    
    $
    
    
    
    
    153,082
    
    
    $
    153
    
    
    $
    2,094,135
    
    
    $
    
    
    
    $
    
    
    
    $
    (17,183
    )
    
    $
    (2,009,266
    )
    
    $
    67,839
 
 (1)
    
    See Note 26 Restatement of Previously Issued Consolidated Financial Statements to our
Consolidated Financial Statements for a discussion of these adjustments.  41




---



##### Table of Contents



MOVE, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2008
    
    
    2007
    
    
    2006(As Restated)(1)
    
    
    (As Restated)(1)
    
    
    (As Restated)(1)(In thousands)Cash flows from continuing operating activities:Income (loss) from continuing operations
    
    $
    (2,025
    )
    
    $
    10,029
    
    
    $
    32,720Adjustments to reconcile income (loss) from continuing operations to net cash provided by
continuing operating activities:Depreciation
    
    
    11,246
    
    
    
    9,978
    
    
    
    9,280Amortization of intangible assets
    
    
    756
    
    
    
    761
    
    
    
    699Provision for doubtful accounts
    
    
    823
    
    
    
    1,271
    
    
    
    1,721Stock-based compensation and charges
    
    
    12,325
    
    
    
    15,000
    
    
    
    15,754Impairment of long-lived assets
    
    
    1,670
    
    
    
    4,824
    
    
    
    Gain on sales of property and equipment
    
    
    (687
    )
    
    
    (337
    )
    
    
    Change in market value of embedded derivative liability
    
    
    (411
    )
    
    
    (1,052
    )
    
    
    (1,074
    )Other non-cash items
    
    
    651
    
    
    
    128
    
    
    
    (307
    )Changes in operating assets and liabilities, net of acquisitions and discontinued operations:Accounts receivable
    
    
    1,965
    
    
    
    (1,618
    )
    
    
    (3,256
    )Other assets
    
    
    (557
    )
    
    
    (3,574
    )
    
    
    (14,456
    )Accounts payable and accrued expenses
    
    
    (6,067
    )
    
    
    2,986
    
    
    
    (15,177
    )Deferred revenue
    
    
    (10,834
    )
    
    
    (9,973
    )
    
    
    5,328Net cash provided by continuing operating activities
    
    
    8,855
    
    
    
    28,423
    
    
    
    31,232Net cash used in discontinued operations
    
    
    (7,334
    )
    
    
    (4,660
    )
    
    
    (7,819
    )Net cash provided by operating activities
    
    
    1,521
    
    
    
    23,763
    
    
    
    23,413Cash flows from investing activities:Purchases of property and equipment
    
    
    (5,935
    )
    
    
    (18,509
    )
    
    
    (11,972
    )Acquisitions, net
    
    
    
    
    
    
    
    
    
    
    (9,572
    )Purchases of short-term investments
    
    
    (96,418
    )
    
    
    (73,475
    )
    
    
    (30,250
    )Maturities of short-term investments
    
    
    96,918
    
    
    
    86,550
    
    
    
    26,325Purchases of intangible assets
    
    
    
    
    
    
    (619
    )
    
    
    (300
    )Proceeds from the sale of marketable equity securities
    
    
    27
    
    
    
    15,743
    
    
    
    Proceeds from the surrender of life insurance policies
    
    
    
    
    
    
    5,200
    
    
    
    Proceeds from sales of property and equipment
    
    
    206
    
    
    
    338
    
    
    
    Net cash (used in) provided by investing activities of continuing operations
    
    
    (5,202
    )
    
    
    15,228
    
    
    
    (25,769
    )Net cash provided by (used in) investing activities of discontinued operations
    
    
    813
    
    
    
    (221
    )
    
    
    (945
    )Net cash (used in) provided by investing activities
    
    
    (4,389
    )
    
    
    15,007
    
    
    
    (26,714
    )Cash flows from financing activities:Proceeds from exercise of stock options and share issuances under employee stock purchase
plans
    
    
    3,058
    
    
    
    3,064
    
    
    
    6,890Proceeds from line of credit
    
    
    64,700
    
    
    
    
    
    
    
    Repurchases of companys common stock
    
    
    
    
    
    
    (10,000
    )
    
    
    Payments on capital lease obligations
    
    
    (1,828
    )
    
    
    (1,904
    )
    
    
    (2,735
    )Restricted cash
    
    
    160
    
    
    
    910
    
    
    
    747Net cash provided by (used in) financing activities
    
    
    66,090
    
    
    
    (7,930
    )
    
    
    4,902Change in cash and cash equivalents
    
    
    63,222
    
    
    
    30,840
    
    
    
    1,601Cash and cash equivalents, beginning of period
    
    
    45,713
    
    
    
    14,873
    
    
    
    13,272Cash and cash equivalents, end of period
    
    $
    108,935
    
    
    $
    45,713
    
    
    $
    14,873
 
 (1)
    
    See Note 26 Restatement of Previously Issued Consolidated Financial Statements to our
Consolidated Financial Statements for a discussion of these adjustments.  42




---



##### Table of Contents



MOVE, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Business
 ® ®
 2. Summary of Significant Accounting Policies
 Principles of Consolidation and Basis of Presentation
 Use of Estimates
 Cash and Cash Equivalents, Short-Term Investments
  Restricted Cash
 Concentration of Credit Risk
 Fair Value
 
    
    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 prices that vary substantially).
    
    Level 3 inputs are unobservable inputs that reflect the entitys own
assumptions in pricing the asset or liability (used when
 43




---



##### Table of Contents



little or no market data is available).
    Prepaid Commissions
 Property and Equipment
 Product and Web Site Development Costs
 Identifiable Intangibles, Goodwill and other Long-Lived Assets
  44




---



##### Table of Contents



Weighted AverageAmortizationPeriodType
    
    (In Years)National Association of Realtors (NAR) operating agreement
    
    
    15.5Purchased technology
    
    
    7.0Trade names, trademarks, brand name and domain names
    
    
    5.2Other
    
    
    5.8
 Revenue Recognition
   Advertising Revenue
 Software Revenue
 Shipping and Handling Income and Costs
 Taxes Collected from Customers
 Advertising Expense
 Stock-Based Compensation and Charges
  Income Taxes
 45




---



##### Table of Contents



Net Income (Loss) Per Share
 Foreign Currency Translation
 Comprehensive Income
 Segments
 Recent Accounting Developments
   46




---



##### Table of Contents



3. Acquisitions and Disposals
     For the Year Ended December 31,2008
    
    
    2007
    
    
    2006Revenue
    
    $
    31,452
    
    
    $
    44,250
    
    
    $
    51,632Total operating expenses
    
    
    (41,027
    )
    
    
    (51,521
    )
    
    
    (63,495
    )Restructuring charges
    
    
    (1,584
    )
    
    
    
    
    
    
    Impairment of long-lived assets
    
    
    (16,006
    )
    
    
    (3,074
    )
    
    
    Loss from discontinued operations
    
    $
    (27,165
    )
    
    $
    (10,345
    )
    
    $
    (11,863
    )
  December 31,2007Total current assets
    
    $
    6,524Property and equipment, net
    
    
    2,736Goodwill and other assets
    
    
    15,157Total assets of discontinued operations
    
    $
    24,417Total current liabilities
    
    
    5,429Total liabilities of discontinued operations
    
    $
    5,429
 4. Restructuring Charges
  47




---



##### Table of Contents



LeaseObligationsEmployee
    
    
    andTermination
    
    
    RelatedBenefits
    
    
    Charges
    
    
    TotalRestructuring charges incurred from continuing operations at December 31, 2008
    
    $
    1,373
    
    
    $
    3,039
    
    
    $
    4,412Restructuring charges incurred from discontinued operations at December 31, 2008
    
    
    1,584
    
    
    
    
    
    
    
    1,584Cash paid
    
    
    (1,553
    )
    
    
    (895
    )
    
    
    (2,448
    )Restructuring accrual at December 31, 2008
    
    $
    1,404
    
    
    $
    2,144
    
    
    $
    3,548
  5. Short-term and Long-term Investments
  December 31, 2008
    
    
    December 31, 2007Adjusted
    
    
    Net Unrealized
    
    
    Carrying
    
    
    Adjusted
    
    
    Net Unrealized
    
    
    CarryingCost
    
    
    Gain/(Loss)
    
    
    Value
    
    
    Cost
    
    
    Gain/(Loss)
    
    
    ValueShort-term investments:Corporate auction rate securities
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    129,900
    
    
    $
    
    
    
    $
    129,900Total short-term investments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    129,900
    
    
    $
    
    
    
    $
    129,900Long-term investments:Corporate auction rate securities
    
    $
    129,400
    
    
    $
    (17,600
    )
    
    $
    111,800
    
    
    $
    
    
    
    $
    
    
    
    $
    Total long-term investments
    
    $
    129,400
    
    
    $
    (17,600
    )
    
    $
    111,800
    
    
    $
    
    
    
    $
    
    
    
    $
    
    48




---



##### Table of Contents



6. Fair Value Measurements
  Fair Value MeasurementTotal
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Description:Assets:Cash and cash equivalents (1)
    
    $
    108,935
    
    
    $
    108,935
    
    
    $
    
    
    
    $
    Long-term investments (2)
    
    
    111,800
    
    
    
    
    
    
    
    
    
    
    
    111,800Total assets at fair value
    
    $
    220,735
    
    
    $
    108,935
    
    
    $
    
    
    
    $
    111,800Liabilities:Embedded derivative liability (3)
    
    $
    600
    
    
    $
    
    
    
    $
    
    
    
    $
    600
 
 (1)
    
    Cash and cash equivalents consist primarily of treasury bills with original maturity
dates of three months or less and money market funds for which we determine fair value
through quoted market prices.(2)
    
    Long-term investments consist of student loan, FFELP-backed, ARS issued by student loan
funding organizations. Typically the fair value of ARS investments approximates par value
due to the frequent resets through the auction process. While the Company continues to earn
interest on its ARS investments at the maximum contractual rate, these investments are not
currently trading and therefore do not have a readily determinable market value. The Company
used a discounted cash flow model to determine the estimated fair value of its investment in
ARS as of December 31, 2008. The assumptions used in preparing the discounted cash flow
model includes estimates for interest rates, timing and amount of cash flows and expected
holding period of the ARS. Based on this assessment of fair value, the Company determined
there was a decline in the fair value of its ARS investments of $17.6 million which was
deemed temporary and is included within comprehensive other income (loss) for the year ended
December 31, 2008.(3)
    
    The embedded derivative liability, which is included within other non-current
liabilities, represents the value associated with the right of the holders of Series B
Preferred Stock to receive additional guaranteed dividends in the event of a change of
control. There is no current observable market for this type of derivative and, as such, we
determined the value of the embedded derivative based on a lattice model using inputs such as
an assumed corporate bond borrowing rate, market price of the Companys stock, probability of
a change in control, and volatility.  EmbeddedLong-term
    
    
    DerivativeInvestments
    
    
    LiabilityBalance at January 1, 2008
    
    $
    
    
    
    $
    1,011Transfers in and /or out of Level 3 (1)
    
    
    129,400
    
    
    
    Total gains/losses realized/unrealized included in
earnings
    
    
    
    
    
    
    (411
    )Total losses included in other comprehensive income
    
    
    (17,600
    )
    
    
    Purchases, sales, issuances and settlements, net
    
    
    
    
    
    
    Balance at December 31, 2008
    
    $
    111,800
    
    
    $
    600
 
 (1)
    
    Based on the deteriorated market conditions of the Companys ARS investments that were
previously classified as available-for-sale, in the first quarter of 2008, the Company
changed the fair value measurement methodology from quoted prices from active markets to a
discounted cash flow model. Accordingly, these securities were reclassified from Level 1
to Level 3. 7. Revolving Line of Credit
  49




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##### Table of Contents



8. Impairment of Long-Lived Assets and Contract Termination Costs
  ®
    9. Property and Equipment
  December 31,2008
    
    
    2007Computer software and equipment
    
    $
    51,000
    
    
    $
    50,364Furniture, fixtures and office equipment
    
    
    3,247
    
    
    
    2,881Leasehold improvements
    
    
    10,962
    
    
    
    10,359Machinery and equipment
    
    
    36
    
    
    
    36Construction in progress
    
    
    603
    
    
    
    4,626Total
    
    
    65,848
    
    
    
    68,266Less: accumulated depreciation and amortization
    
    
    (43,914
    )
    
    
    (38,336
    )Property and equipment, net
    
    $
    21,934
    
    
    $
    29,930
 50




---



##### Table of Contents



10. Goodwill and Other Intangible Assets
  December 31,2008
    
    
    2007Real Estate Services
    
    $
    12,594
    
    
    $
    12,806Consumer Media
    
    
    4,375
    
    
    
    4,375Total
    
    $
    16,969
    
    
    $
    17,181
  December 31,2008
    
    
    2007Gross
    
    
    Accumulated
    
    
    Gross
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationTrade names, trademarks, brand names, and domain names
    
    $
    2,530
    
    
    $
    514
    
    
    $
    2,830
    
    
    $
    512Purchased technology
    
    
    1,400
    
    
    
    566
    
    
    
    1,400
    
    
    
    366NAR operating agreement
    
    
    1,578
    
    
    
    1,052
    
    
    
    1,578
    
    
    
    901Other
    
    
    1,450
    
    
    
    893
    
    
    
    1,705
    
    
    
    723Total
    
    $
    6,958
    
    
    $
    3,025
    
    
    $
    7,513
    
    
    $
    2,502
  Year Ended December 31,
    
    Amount2009
    
    $
    4722010
    
    
    4172011
    
    
    4162012
    
    
    3412013
    
    
    99
 11. Other Current Assets
  December 31,2008
    
    
    2007Prepaid commissions
    
    $
    6,798
    
    
    $
    5,204Other
    
    
    4,601
    
    
    
    4,907Total
    
    $
    11,399
    
    
    $
    10,111
 12. Accrued Expenses
  December 31,2008
    
    
    2007Accrued payroll and related benefits
    
    $
    10,459
    
    
    $
    14,892Accrued professional fees
    
    
    2,037
    
    
    
    1,308Other
    
    
    10,251
    
    
    
    12,246Total
    
    $
    22,747
    
    
    $
    28,446
 51




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##### Table of Contents



13. Related-party Transactions
   14. Segment Information
     For the Year Ended December 31, 2008 (As restated)Real Estate
    
    
    ConsumerServices
    
    
    Media
    
    
    Unallocated
    
    
    TotalRevenue
    
    $
    217,233
    
    
    $
    24,836
    
    
    $
    
    
    
    $
    242,069Cost of revenue
    
    
    38,394
    
    
    
    6,554
    
    
    
    1,093
    
    
    
    46,041Gross profit (loss)
    
    
    178,839
    
    
    
    18,282
    
    
    
    (1,093
    )
    
    
    196,028Sales and marketing
    
    
    75,956
    
    
    
    12,026
    
    
    
    5,549
    
    
    
    93,531Product and web site development
    
    
    21,763
    
    
    
    1,750
    
    
    
    2,829
    
    
    
    26,342General and administrative
    
    
    27,851
    
    
    
    4,015
    
    
    
    45,705
    
    
    
    77,571Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    756
    
    
    
    756Restructuring charges
    
    
    301
    
    
    
    188
    
    
    
    3,923
    
    
    
    4,412Impairment of long-lived assets
    
    
    
    
    
    
    
    
    
    
    1,670
    
    
    
    1,670Total operating expenses
    
    
    125,871
    
    
    
    17,979
    
    
    
    60,432
    
    
    
    204,282Operating income (loss) from continuing operations
    
    $
    52,968
    
    
    $
    303
    
    
    $
    (61,525
    )
    
    $
    (8,254
    )
 52




---



##### Table of Contents



For the Year Ended December 31, 2007 (As restated)Real Estate
    
    
    ConsumerServices
    
    
    Media
    
    
    Unallocated
    
    
    TotalRevenue
    
    $
    220,546
    
    
    $
    28,373
    
    
    $
    
    
    
    $
    248,919Cost of revenue
    
    
    34,677
    
    
    
    5,875
    
    
    
    2,356
    
    
    
    42,908Gross profit (loss)
    
    
    185,869
    
    
    
    22,498
    
    
    
    (2,356
    )
    
    
    206,011Sales and marketing
    
    
    71,114
    
    
    
    13,578
    
    
    
    5,262
    
    
    
    89,954Product and web site development
    
    
    27,030
    
    
    
    5,994
    
    
    
    1,632
    
    
    
    34,656General and administrative
    
    
    27,782
    
    
    
    4,358
    
    
    
    40,591
    
    
    
    72,731Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    761
    
    
    
    761Impairment of long-lived assets
    
    
    
    
    
    
    
    
    
    
    4,824
    
    
    
    4,824Litigation settlement
    
    
    
    
    
    
    
    
    
    
    3,900
    
    
    
    3,900Total operating expenses
    
    
    125,926
    
    
    
    23,930
    
    
    
    56,970
    
    
    
    206,826Operating income (loss) from continuing operations
    
    $
    59,943
    
    
    $
    (1,432
    )
    
    $
    (59,326
    )
    
    $
    (815
    )
 For the Year Ended December 31, 2006 (As restated)Real Estate
    
    
    ConsumerServices
    
    
    Media
    
    
    Unallocated
    
    
    TotalRevenue
    
    $
    208,339
    
    
    $
    30,413
    
    
    $
    
    
    
    $
    238,752Cost of revenue
    
    
    33,323
    
    
    
    4,675
    
    
    
    3,156
    
    
    
    41,154Gross profit (loss)
    
    
    175,016
    
    
    
    25,738
    
    
    
    (3,156
    )
    
    
    197,598Sales and marketing
    
    
    69,915
    
    
    
    12,963
    
    
    
    3,887
    
    
    
    86,765Product and web site development
    
    
    25,083
    
    
    
    2,657
    
    
    
    4,229
    
    
    
    31,969General and administrative
    
    
    30,113
    
    
    
    3,478
    
    
    
    36,522
    
    
    
    70,113Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    699Restructuring charges
    
    
    
    
    
    
    
    
    
    
    (278
    )
    
    
    (278
    )Total operating expenses
    
    
    125,111
    
    
    
    19,098
    
    
    
    45,059
    
    
    
    189,268Operating income (loss) from continuing operations
    
    $
    49,905
    
    
    $
    6,640
    
    
    $
    (48,215
    )
    
    $
    8,330
 15. Stock Plans
 Option Plans
      53




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##### Table of Contents



WeightedNumber
    
    
    
    
    
    
    Averageof Shares
    
    
    Price per Share
    
    
    Exercise PriceOutstanding at December 31, 2005
    
    
    32,215
    
    
    $
    0.30 to 89.25
    
    
    $
    2.84Granted
    
    
    6,274
    
    
    
    4.40 to 6.45
    
    
    
    5.13Exercised
    
    
    (4,612
    )
    
    
    0.30 to 4.80
    
    
    
    1.39Cancelled
    
    
    (2,264
    )
    
    
    0.30 to 89.25
    
    
    
    5.60Outstanding at December 31, 2006
    
    
    31,613
    
    
    
    0.30 to 89.25
    
    
    
    3.30Granted
    
    
    9,553
    
    
    
    2.35 to 6.32
    
    
    
    4.18Exercised
    
    
    (1,128
    )
    
    
    0.30 to 5.96
    
    
    
    2.72Cancelled
    
    
    (2,467
    )
    
    
    0.30 to 72.12
    
    
    
    5.08Outstanding at December 31, 2007
    
    
    37,571
    
    
    
    0.30 to 89.25
    
    
    
    3.43Granted
    
    
    5,459
    
    
    
    1.01 to 5.43
    
    
    
    2.06Exercised
    
    
    (1,576
    )
    
    
    0.30 to 3.00
    
    
    
    1.94Cancelled
    
    
    (6,157
    )
    
    
    0.30 to 54.00
    
    
    
    4.05Outstanding at December 31, 2008
    
    
    35,297
    
    
    $
    0.30 to 89.25
    
    
    $
    3.17
   Options OutstandingWeighted Average
    
    
    Weighted
    
    
    Options ExercisableNumber
    
    
    Remaining
    
    
    Average
    
    
    Number
    
    
    AveragePrices
    
    Of Shares
    
    
    Contractual Life
    
    
    Exercise Price
    
    
    of Shares
    
    
    Exercise Price$0.30 to 1.01
    
    
    3,534
    
    
    
    9.17
    
    
    $
    0.97
    
    
    
    364
    
    
    $
    0.641.19 to 1.72
    
    
    503
    
    
    
    4.05
    
    
    
    1.39
    
    
    
    457
    
    
    
    1.381.76
    
    
    9,618
    
    
    
    2.70
    
    
    
    1.76
    
    
    
    9,618
    
    
    
    1.761.95 to 2.07
    
    
    550
    
    
    
    5.98
    
    
    
    1.95
    
    
    
    474
    
    
    
    1.952.16
    
    
    3,600
    
    
    
    5.10
    
    
    
    2.16
    
    
    
    3,422
    
    
    
    2.162.18 to 4.09
    
    
    5,095
    
    
    
    5.35
    
    
    
    3.28
    
    
    
    3,787
    
    
    
    3.354.17 to 4.25
    
    
    3,765
    
    
    
    6.85
    
    
    
    4.21
    
    
    
    1,904
    
    
    
    4.224.31 to 4.47
    
    
    3,657
    
    
    
    7.49
    
    
    
    4.32
    
    
    
    2,244
    
    
    
    4.334.48 to 5.43
    
    
    4,060
    
    
    
    5.30
    
    
    
    4.97
    
    
    
    3,005
    
    
    
    4.975.51 to 89.25
    
    
    915
    
    
    
    3.63
    
    
    
    14.77
    
    
    
    749
    
    
    
    16.67$0.30 to 89.25
    
    
    35,297
    
    
    
    5.31
    
    
    $
    3.17
    
    
    
    26,024
    
    
    $
    3.23
  Stock-Based Compensation and Charges
    54




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##### Table of Contents



Number ofRestricted Stock UnitsInitial units granted
    
    
    5,145Units forfeited
    
    
    (505
    )Non-vested units at December 31, 2006
    
    
    4,640Units granted
    
    
    2,325Units forfeited
    
    
    (1,830
    )Non-vested units at December 31, 2007
    
    
    5,135Units forfeited
    
    
    (1,080
    )Units cancelled
    
    
    (2,027
    )Non-vested units at December 31, 2008
    
    
    2,028
     55




---



##### Table of Contents



For the Year Ended December 31,2008
    
    2007
    
    2006Risk-free interest rates
    
    
    0.10-3.41
    %
    
    
    3.41-5.16
    %
    
    
    4.35-5.33
    %Expected term (in years)
    
    
    5.85
    
    
    
    6.06
    
    
    
    6.06Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    65-80
    %
    
    
    65-75
    %
    
    
    80
    %
    For the Year EndedDecember 31,2008
    
    
    2007
    
    
    2006(As restated)
    
    
    (As restated)
    
    
    (As restated)Cost of revenue
    
    $
    144
    
    
    $
    130
    
    
    $
    140Sales and marketing
    
    
    758
    
    
    
    1,309
    
    
    
    1,765Product and web site development
    
    
    566
    
    
    
    1,181
    
    
    
    1,339General and administrative
    
    
    10,857
    
    
    
    12,380
    
    
    
    12,510Impairment of long lived assets
    
    
    
    
    
    
    570
    
    
    
    Total from continuing operations
    
    
    12,325
    
    
    
    15,570
    
    
    
    15,754Total from discontinued operations
    
    
    135
    
    
    
    514
    
    
    
    1,169Total stock-based compensation and charges
    
    $
    12,460
    
    
    $
    16,084
    
    
    $
    16,923
    Number
    
    
    Weightedof
    
    
    AverageShares
    
    
    Exercise PriceNon-vested options at December 31, 2005
    
    
    12,429
    
    
    $
    2.72Granted
    
    
    6,274
    
    
    
    5.13Vested
    
    
    (4,738
    )
    
    
    2.71Forfeited
    
    
    (1,985
    )
    
    
    3.15Non-vested options at December 31, 2006
    
    
    11,980
    
    
    $
    3.91Granted
    
    
    9,553
    
    
    
    4.18Vested
    
    
    (6,219
    )
    
    
    3.86Forfeited
    
    
    (2,223
    )
    
    
    3.88
 56




---



##### Table of Contents



Number
    
    
    Weightedof
    
    
    AverageShares
    
    
    Exercise PriceNon-vested options at December 31, 2007
    
    
    13,091
    
    
    $
    4.13Granted
    
    
    5,459
    
    
    
    2.06Vested
    
    
    (5,458
    )
    
    
    3.91Forfeited
    
    
    (3,820
    )
    
    
    4.18Non-vested options at December 31, 2008
    
    
    9,272
    
    
    $
    3.02
  16. Series B Convertible Preferred Stock
      57




---



##### Table of Contents



Gross Proceeds
    
    $
    100,000Costs and expenses of issuance
    
    
    (5,924
    )Embedded derivative liability
    
    
    (3,137
    )Net convertible preferred stock at issuance
    
    
    90,939Accretion of discount
    
    
    99Dividends
    
    
    311Net convertible preferred stock at December 31, 2005
    
    
    91,349Accretion of discount
    
    
    1,302Dividends
    
    
    3,557Costs and expenses of issuance
    
    
    4Net convertible preferred stock at December 31, 2006
    
    
    96,212Accretion of discount
    
    
    1,294Dividends
    
    
    3,683Net convertible preferred stock at December 31, 2007
    
    
    101,189Accretion of discount
    
    
    1,294Dividends
    
    
    3,814Net convertible preferred stock at December 31, 2008
    
    $
    106,297
 17. Capitalization
  Voting
 Dividends
 Liquidation
 Redemption
 58




---



##### Table of Contents



Conversion ® ®
 Issuance of Common Stock
  Stock Repurchases
  18. Net Income (Loss) per Share
  For The Year Ended December 31,2008
    
    
    2007
    
    
    2006(As restated)
    
    
    (As restated)
    
    
    (As restated)Numerator:Income (loss) from continuing operations
    
    $
    (2,025
    )
    
    $
    10,029
    
    
    $
    32,720Loss from discontinued operations
    
    
    (27,165
    )
    
    
    (10,345
    )
    
    
    (11,863
    )Net income (loss)
    
    
    (29,190
    )
    
    
    (316
    )
    
    
    20,857Convertible preferred stock dividend and related accretion
    
    
    (5,108
    )
    
    
    (4,977
    )
    
    
    (4,859
    )Net income (loss) applicable to common stockholders
    
    $
    (34,298
    )
    
    $
    (5,293
    )
    
    $
    15,998Net income (loss) applicable to common stockholders from continuing operations
    
    $
    (7,133
    )
    
    $
    5,052
    
    
    $
    27,861Net income (loss) applicable to common stockholders from discontinued operations
    
    
    (27,165
    )
    
    
    (10,345
    )
    
    
    (11,863
    )Net income (loss) applicable to common stockholders
    
    $
    (34,298
    )
    
    $
    (5,293
    )
    
    $
    15,998Denominator:Basic weighted average shares outstanding
    
    
    151,952
    
    
    
    154,524
    
    
    
    151,170Dilutive effect of options, warrants and restricted stock
    
    
    
    
    
    
    
    
    
    
    12,224Fully diluted weighted average shares outstanding
    
    
    151,952
    
    
    
    154,524
    
    
    
    163,394Basic income (loss) applicable to common stockholders:Continuing operations
    
    $
    (0.05
    )
    
    $
    0.03
    
    
    $
    0.18Discontinued operations
    
    
    (0.18
    )
    
    
    (0.07
    )
    
    
    (0.08
    )Net income (loss)
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    0.11Diluted income (loss) applicable to common stockholders:Continuing operations
    
    $
    (0.05
    )
    
    $
    0.03
    
    
    $
    0.17Discontinued operations
    
    
    (0.18
    )
    
    
    (0.07
    )
    
    
    (0.07
    )Net income (loss)
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    0.10
  59




---



##### Table of Contents



19. Supplemental Cash Flow Information
  
    
    The Company paid $0.7 million in interest.
    
    The Company issued 160,793 shares of restricted common stock to certain members of its
Board of Directors. These shares will vest on the third anniversary of their issuance. The
charge associated with these shares was $0.5 million and is being recognized over the
three-year vesting period.
    
    The Company issued $3.8 million in additional Series B Preferred Stock as in-kind
dividends.During the year ended December 31, 2007:
    
    The Company paid $0.2 million in interest.
    
    The Company issued 100,000 shares of restricted common stock to certain members of its
Board of Directors. These shares will vest on the third anniversary of their issuance. The
charge associated with these shares was $0.4 million and is being recognized over the
three-year vesting period.
    
    The Company issued 116,009 shares of restricted common stock to an executive officer
which vested immediately. The expense associated with these shares was $0.5 million and was
recognized in the year ended December 31, 2007.
    
    The Company issued 116,009 shares of restricted common stock to an executive officer
which vest one year from their date of employment. The charge associated with these shares
was $0.5 million, and is being recognized over the one-year vesting period.
    
    The Company received 82,946 shares of common stock with a fair value of approximately
$0.4 million from one of its officers to reimburse the Company for the officers share of
employment taxes due as a result of the issuance of restricted stock.
    
    The Company issued $3.7 million in additional Series B Preferred Stock as in-kind
dividends.
 20. Defined Contribution Plan
  21. Income Taxes
  For the Year EndedDecember 31,2008
    
    
    2007
    
    
    2006Current:Federal
    
    $
    273
    
    
    $
    334
    
    
    $
    State
    
    
    167
    
    
    
    
    
    
    
    Total current provision
    
    
    440
    
    
    
    334
    
    
    
    Deferred:Federal
    
    
    90
    
    
    
    137
    
    
    
    112State
    
    
    19
    
    
    
    30
    
    
    
    22Total deferred provision
    
    
    109
    
    
    
    167
    
    
    
    134Provision for income taxes
    
    $
    549
    
    
    $
    501
    
    
    $
    134
 60




---



##### Table of Contents



For the Year Ended December 31,2008
    
    
    2007(As restated)
    
    
    (As restated)Deferred tax assets:Net operating loss carryforwards
    
    $
    276,609
    
    
    $
    273,508Deferred expenses
    
    
    6,346
    
    
    
    4,322Impairment charges
    
    
    13,371
    
    
    
    9,043Amortization of acquired intangible assets
    
    
    270
    
    
    
    4,879Other
    
    
    14,418
    
    
    
    12,282311,014
    
    
    
    304,034Less: valuation allowance
    
    
    (311,014
    )
    
    
    (304,034
    )Net deferred tax assets
    
    $
    
    
    
    $
    Deferred tax liabilities:Amortization of acquired intangible assets
    
    
    (410
    )
    
    
    (301
    )Net deferred tax liability
    
    $
    (410
    )
    
    $
    (301
    )
     For the Year Ended December 31,2008
    
    
    2007
    
    
    2006Amount
    
    
    Tax Rate
    
    
    Amount
    
    
    Tax Rate
    
    
    Amount
    
    
    Tax Rate(As
restated)

    
    
(As
restated)

    
    
(As
restated)

    
    
(As
restated)

    
    
(As
restated)

    
    

(As
restated)Statutory rate applied to income before income taxes
    
    $
    (502
    )
    
    
    34
    %
    
    $
    3,580
    
    
    
    34
    %
    
    
    11,170
    
    
    
    34
    %State taxes, net of federal tax benefit
    
    
    252
    
    
    
    (17
    )%
    
    
    622
    
    
    
    6
    %
    
    
    1,993
    
    
    
    6
    %Permanent items
    
    
    2,123
    
    
    
    (144
    )%
    
    
    1,385
    
    
    
    13
    %
    
    
    2,326
    
    
    
    7
    %Change in valuation allowance
    
    
    (1,324
    )
    
    
    90
    %
    
    
    (5,086
    )
    
    
    (48
    )%
    
    
    (15,355
    )
    
    
    (47
    )%Total tax provision
    
    $
    549
    
    
    
    (37
    )%
    
    $
    501
    
    
    
    5
    %
    
    $
    134
    
    
    
    0
    %
    61




---



##### Table of Contents



22. Settlements of Disputes and Litigation
 Settlement of Securities Class Action Lawsuit and Potential Obligations
  Stoneridge
Investment Partners, L.L.C. v. Scientific-Atlantic, Inc.
 Insurance Coverage Litigation
  62




---



##### Table of Contents



Settlement and Resolution of Other Litigation
      63




---



##### Table of Contents



23. Commitments and Contingencies
 Operating and Capital Leases
  Capital
    
    
    OperatingYear Ended December 31,
    
    Leases
    
    
    Leases2009
    
    $
    345
    
    
    $
    8,5092010
    
    
    
    
    
    
    5,0722011
    
    
    
    
    
    
    4,0222012
    
    
    
    
    
    
    3,1272013 and thereafter
    
    
    
    
    
    
    3,660Total
    
    $
    345
    
    
    $
    24,390Less: Amount representing interest
    
    
    (6
    )Net capital leases
    
    $
    339
   Other Commitments
 ® ® ®
 Year Ending December 31,2009
    
    $
    1,6562010
    
    
    1,6562011
    
    
    1,6562012
    
    
    1,6562013
    
    
    1,657Total
    
    $
    8,281
  Legal Proceedings
  ® ® ® ® ®
 64




---



##### Table of Contents



®
   65




---



##### Table of Contents



et seq.
  66




---



##### Table of Contents



Contingencies
  24. Subsequent Events (unaudited)
 Stock Plans
   25. Quarterly Financial Data (unaudited)
  Three Months EndedMar. 31,
    
    
    June 30,
    
    
    Sept. 30,
    
    
    Dec. 31,
    
    
    Mar. 31,
    
    
    June 30,
    
    
    Sept. 30,
    
    
    Dec. 31,2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007(As
    
    
    (As
    
    
    (As
    
    
    (As
    
    
    (As
    
    
    (As
    
    
    (As

    
    
    (AsPreviously
    
    
    Previously
    
    
    Previously
    
    
    Previously
    
    
    Previously
    
    
    Previously
    
    
    Previously
    
    
    PreviouslyReported)
    
    
    Reported)
    
    
    Reported)
    
    
    Reported)
    
    
    Reported)
    
    
    Reported)
    
    
    Reported)
    
    
    Reported)(In thousands, except per share amounts)Revenue
    
    $
    61,942
    
    
    $
    61,437
    
    
    $
    61,240
    
    
    $
    57,450
    
    
    $
    60,443
    
    
    $
    62,533
    
    
    $
    63,380
    
    
    $
    62,563Cost of revenue
    
    
    11,435
    
    
    
    11,214
    
    
    
    11,804
    
    
    
    11,588
    
    
    
    9,991
    
    
    
    10,598
    
    
    
    11,053
    
    
    
    11,266Gross profit
    
    
    50,507
    
    
    
    50,223
    
    
    
    49,436
    
    
    
    45,862
    
    
    
    50,452
    
    
    
    51,935
    
    
    
    52,327
    
    
    
    51,297Operating expenses:Sales and marketing
    
    
    24,126
    
    
    
    23,140
    
    
    
    24,002
    
    
    
    22,263
    
    
    
    22,802
    
    
    
    22,275
    
    
    
    23,212
    
    
    
    21,665Product and web site development
    
    
    6,887
    
    
    
    6,802
    
    
    
    6,821
    
    
    
    5,832
    
    
    
    8,775
    
    
    
    9,223
    
    
    
    8,615
    
    
    
    8,043General and administrative
    
    
    22,171
    
    
    
    19,433
    
    
    
    18,534
    
    
    
    15,807
    
    
    
    18,222
    
    
    
    14,528
    
    
    
    20,479
    
    
    
    18,205Amortization of intangibles
    
    
    197
    
    
    
    197
    
    
    
    188
    
    
    
    174
    
    
    
    181
    
    
    
    189
    
    
    
    194
    
    
    
    197Restructuring charges
    
    
    
    
    
    
    
    
    
    
    4,014
    
    
    
    398
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Litigation settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,900
    
    
    
    Impairment of long-lived assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,670
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,824Total operating expenses
    
    
    53,381
    
    
    
    49,572
    
    
    
    53,559
    
    
    
    46,144
    
    
    
    49,980
    
    
    
    46,215
    
    
    
    56,400
    
    
    
    52,934Operating income (loss) from continuing operations
    
    
    (2,874
    )
    
    
    651
    
    
    
    (4,123
    )
    
    
    (282
    )
    
    
    472
    
    
    
    5,720
    
    
    
    (4,073
    )
    
    
    (1,637
    )Interest income, net
    
    
    2,057
    
    
    
    1,521
    
    
    
    1,261
    
    
    
    848
    
    
    
    2,313
    
    
    
    2,503
    
    
    
    2,567
    
    
    
    2,469Other income (expense)
    
    
    71
    
    
    
    109
    
    
    
    959
    
    
    
    (48
    )
    
    
    774
    
    
    
    (372
    )
    
    
    676
    
    
    
    415Income (loss) from continuing operations before
income taxes
    
    
    (746
    )
    
    
    2,281
    
    
    
    (1,903
    )
    
    
    518
    
    
    
    3,559
    
    
    
    7,851
    
    
    
    (830
    )
    
    
    1,247Provision for income taxes
    
    
    (41
    )
    
    
    (162
    )
    
    
    (110
    )
    
    
    (236
    )
    
    
    (84
    )
    
    
    (169
    )
    
    
    (169
    )
    
    
    (79
    )Income (loss) from continuing operations
    
    
    (787
    )
    
    
    2,119
    
    
    
    (2,013
    )
    
    
    282
    
    
    
    3,475
    
    
    
    7,682
    
    
    
    (999
    )
    
    
    1,168Income (loss) from discontinued operations
    
    
    (2,574
    )
    
    
    (3,076
    )
    
    
    (19,334
    )
    
    
    (2,181
    )
    
    
    (2,080
    )
    
    
    (2,018
    )
    
    
    (1,044
    )
    
    
    (5,203
    )Net income (loss)
    
    
    (3,361
    )
    
    
    (957
    )
    
    
    (21,347
    )
    
    
    (1,899
    )
    
    
    1,395
    
    
    
    5,664
    
    
    
    (2,043
    )
    
    
    (4,035
    )Convertible preferred stock dividend
    
    
    (1,265
    )
    
    
    (1,272
    )
    
    
    (1,282
    )
    
    
    (1,289
    )
    
    
    (1,232
    )
    
    
    (1,241
    )
    
    
    (1,248
    )
    
    
    (1,256
    )Net income (loss) applicable to common stockholders
    
    $
    (4,626
    )
    
    $
    (2,229
    )
    
    $
    (22,629
    )
    
    $
    (3,188
    )
    
    $
    163
    
    
    $
    4,423
    
    
    $
    (3,291
    )
    
    $
    (5,291
    )Basic net income (loss) per share applicable to
common stockholders:Continuing operations
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    (0.02
    )
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    (0.00
    )Discontinued operations
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.13
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.03
    )Net income (loss)
    
    $
    (0.03
    )
    
    $
    (0.01
    )
    
    $
    (0.15
    )
    
    $
    (0.02
    )
    
    $
    0.00
    
    
    $
    0.03
    
    
    $
    (0.02
    )
    
    $
    (0.03
    )Diluted net income (loss) per share applicable to
common stockholders:Continuing operations
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    (0.02
    )
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    (0.00
    )Discontinued operations
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.13
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.03
    )Net income (loss)
    
    $
    (0.03
    )
    
    $
    (0.01
    )
    
    $
    (0.15
    )
    
    $
    (0.02
    )
    
    $
    0.00
    
    
    $
    0.03
    
    
    $
    (0.02
    )
    
    $
    (0.03
    )
 Three Months EndedMar. 31,
    
    
    June 30,
    
    
    Sept. 30,
    
    
    Dec. 31,
    
    
    Mar. 31,
    
    
    June 30,
    
    
    Sept. 30,
    
    
    Dec. 31,2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007(As restated)
    
    
    (As restated)
    
    
    (As restated)
    
    
    (As restated)
    
    
    (As restated)
    
    
    (As restated)
    
    
    (As restated)
    
    
    (As restated)(In thousands, except per share amounts)Revenue
    
    $
    61,942
    
    
    $
    61,437
    
    
    $
    61,240
    
    
    $
    57,450
    
    
    $
    60,443
    
    
    $
    62,533
    
    
    $
    63,380
    
    
    $
    62,563Cost of revenue
    
    
    11,435
    
    
    
    11,214
    
    
    
    11,804
    
    
    
    11,588
    
    
    
    9,991
    
    
    
    10,598
    
    
    
    11,053
    
    
    
    11,266Gross profit
    
    
    50,507
    
    
    
    50,223
    
    
    
    49,436
    
    
    
    45,862
    
    
    
    50,452
    
    
    
    51,935
    
    
    
    52,327
    
    
    
    51,297Operating expenses:Sales and marketing
    
    
    24,126
    
    
    
    23,140
    
    
    
    24,002
    
    
    
    22,263
    
    
    
    22,802
    
    
    
    22,275
    
    
    
    23,212
    
    
    
    21,665Product and web site development
    
    
    6,887
    
    
    
    6,802
    
    
    
    6,821
    
    
    
    5,832
    
    
    
    8,775
    
    
    
    9,223
    
    
    
    8,615
    
    
    
    8,043General and administrative
    
    
    22,947
    
    
    
    20,177
    
    
    
    18,639
    
    
    
    15,808
    
    
    
    18,519
    
    
    
    14,894
    
    
    
    20,834
    
    
    
    18,484Amortization of intangibles
    
    
    197
    
    
    
    197
    
    
    
    188
    
    
    
    174
    
    
    
    181
    
    
    
    189
    
    
    
    194
    
    
    
    197Restructuring charges
    
    
    
    
    
    
    
    
    
    
    4,014
    
    
    
    398
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Litigation settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,900
    
    
    
    Impairment of long-lived assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,670
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,824Total operating expenses
    
    
    54,157
    
    
    
    50,316
    
    
    
    53,664
    
    
    
    46,145
    
    
    
    50,277
    
    
    
    46,581
    
    
    
    56,755
    
    
    
    53,213Operating income (loss) from continuing operations
    
    
    (3,650
    )
    
    
    (93
    )
    
    
    (4,228
    )
    
    
    (283
    )
    
    
    175
    
    
    
    5,354
    
    
    
    (4,428
    )
    
    
    (1,916
    )Interest income, net
    
    
    2,057
    
    
    
    1,521
    
    
    
    1,261
    
    
    
    848
    
    
    
    2,313
    
    
    
    2,503
    
    
    
    2,567
    
    
    
    2,469Other income (expense)
    
    
    71
    
    
    
    109
    
    
    
    959
    
    
    
    (48
    )
    
    
    774
    
    
    
    (372
    )
    
    
    676
    
    
    
    415Income (loss) from continuing operations before
income taxes
    
    
    (1,522
    )
    
    
    1,537
    
    
    
    (2,008
    )
    
    
    517
    
    
    
    3,262
    
    
    
    7,485
    
    
    
    (1,185
    )
    
    
    968Provision for income taxes
    
    
    41
    
    
    
    162
    
    
    
    110
    
    
    
    236
    
    
    
    84
    
    
    
    169
    
    
    
    169
    
    
    
    79Income (loss) from continuing operations
    
    
    (1,563
    )
    
    
    1,375
    
    
    
    (2,118
    )
    
    
    281
    
    
    
    3,178
    
    
    
    7,316
    
    
    
    (1,354
    )
    
    
    889Income (loss) from discontinued operations
    
    
    (2,574
    )
    
    
    (3,076
    )
    
    
    (19,334
    )
    
    
    (2,181
    )
    
    
    (2,080
    )
    
    
    (2,018
    )
    
    
    (1,044
    )
    
    
    (5,203
    )Net income (loss)
    
    
    (4,137
    )
    
    
    (1,701
    )
    
    
    (21,452
    )
    
    
    (1,900
    )
    
    
    1,098
    
    
    
    5,298
    
    
    
    (2,398
    )
    
    
    (4,314
    )Convertible preferred stock dividend
    
    
    (1,265
    )
    
    
    (1,272
    )
    
    
    (1,282
    )
    
    
    (1,289
    )
    
    
    (1,232
    )
    
    
    (1,241
    )
    
    
    (1,248
    )
    
    
    (1,256
    )Net income (loss) applicable to common stockholders
    
    $
    (5,402
    )
    
    $
    (2,973
    )
    
    $
    (22,734
    )
    
    $
    (3,189
    )
    
    $
    (134
    )
    
    $
    4,057
    
    
    $
    (3,646
    )
    
    $
    (5,570
    )Basic net income (loss) per share applicable to
common stockholders:Continuing operations
    
    $
    (0.02
    )
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    0.04
    
    
    $
    (0.02
    )
    
    $
    (0.00
    )Discontinued operations
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.13
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.03
    )Net income (loss)
    
    $
    (0.04
    )
    
    $
    (0.02
    )
    
    $
    (0.15
    )
    
    $
    (0.02
    )
    
    $
    0.00
    
    
    $
    0.03
    
    
    $
    (0.02
    )
    
    $
    (0.04
    )Diluted net income (loss) per share applicable to
common stockholders:Continuing operations
    
    $
    (0.02
    )
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    0.04
    
    
    $
    (0.02
    )
    
    $
    (0.00
    )Discontinued operations
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.13
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.03
    )Net income (loss)
    
    $
    (0.04
    )
    
    $
    (0.02
    )
    
    $
    (0.15
    )
    
    $
    (0.02
    )
    
    $
    0.00
    
    
    $
    0.02
    
    
    $
    (0.02
    )
    
    $
    (0.04
    )
 26. Restatement of Previously Issued Consolidated Financial Statements
  67




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##### Table of Contents



December 31, 2008
    
    December 31, 2007As Previously
    
    
    
    
    
    
    
    
    
    As PreviouslyReported
    
    Adjustment
    
    As Restated
    
    Reported
    
    Adjustment
    
    As RestatedAdditional paid in capital
    
    $
    2,089,964
    
    
    $
    4,171
    
    
    $
    2,094,135
    
    
    $
    2,076,074
    
    
    $
    2,545
    
    
    $
    2,078,619Accumulated deficit
    
    $
    (2,005,095
    )
    
    $
    (4,171
    )
    
    $
    (2,009,266
    )
    
    $
    (1,972,423
    )
    
    $
    (2,545
    )
    
    $
    (1,974,968
    )
 68




---



##### Table of Contents



December 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2006As Previously
    
    
    
    
    
    
    
    
    
    
    As Previously
    
    
    
    
    
    
    
    
    
    
    As PreviouslyReported
    
    
    Adjustment
    
    
    As Restated
    
    
    Reported
    
    
    Adjustment
    
    
    As Restated
    
    
    Reported
    
    
    Adjustment
    
    
    As RestatedRevenue
    
    $
    242,069
    
    
    $
    
    
    
    $
    242,069
    
    
    $
    248,919
    
    
    $
    
    
    
    $
    248,919
    
    
    $
    238,752
    
    
    $
    
    
    
    $
    238,752Cost of revenue
    
    
    46,041
    
    
    
    
    
    
    
    46,041
    
    
    
    42,908
    
    
    
    
    
    
    
    42,908
    
    
    
    41,154
    
    
    
    
    
    
    
    41,154Gross profit
    
    
    196,028
    
    
    
    
    
    
    
    196,028
    
    
    
    206,011
    
    
    
    
    
    
    
    206,011
    
    
    
    197,598
    
    
    
    
    
    
    
    197,598Operating expenses:Sales and marketing
    
    
    93,531
    
    
    
    
    
    
    
    93,531
    
    
    
    89,954
    
    
    
    
    
    
    
    89,954
    
    
    
    86,765
    
    
    
    
    
    
    
    86,765Product and web site development
    
    
    26,342
    
    
    
    
    
    
    
    26,342
    
    
    
    34,656
    
    
    
    
    
    
    
    34,656
    
    
    
    31,969
    
    
    
    
    
    
    
    31,969General and administrative
    
    
    75,945
    
    
    
    1,626
    
    
    
    77,571
    
    
    
    71,434
    
    
    
    1,297
    
    
    
    72,731
    
    
    
    68,865
    
    
    
    1,248
    
    
    
    70,113Amortization of intangible assets
    
    
    756
    
    
    
    
    
    
    
    756
    
    
    
    761
    
    
    
    
    
    
    
    761
    
    
    
    699
    
    
    
    
    
    
    
    699Restructuring charges
    
    
    4,412
    
    
    
    
    
    
    
    4,412
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (278
    )
    
    
    
    
    
    
    (278
    )Impairment of long-lived assets
    
    
    1,670
    
    
    
    
    
    
    
    1,670
    
    
    
    4,824
    
    
    
    
    
    
    
    4,824
    
    
    
    
    
    
    
    
    
    
    
    Litigation settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,900
    
    
    
    
    
    
    
    3,900
    
    
    
    
    
    
    
    
    
    
    
    Total operating expenses
    
    
    202,656
    
    
    
    1,626
    
    
    
    204,282
    
    
    
    205,529
    
    
    
    1,297
    
    
    
    206,826
    
    
    
    188,020
    
    
    
    1,248
    
    
    
    189,268Operating income (loss) from
continuing operations
    
    
    (6,628
    )
    
    
    (1,626
    )
    
    
    (8,254
    )
    
    
    482
    
    
    
    (1,297
    )
    
    
    (815
    )
    
    
    9,578
    
    
    
    (1,248
    )
    
    
    8,330Interest income, net
    
    
    5,687
    
    
    
    
    
    
    
    5,687
    
    
    
    9,852
    
    
    
    
    
    
    
    9,852
    
    
    
    7,250
    
    
    
    
    
    
    
    7,250Other income , net
    
    
    1,091
    
    
    
    
    
    
    
    1,091
    
    
    
    1,493
    
    
    
    
    
    
    
    1,493
    
    
    
    17,274
    
    
    
    
    
    
    
    17,274Income (loss) from continuing
operations before income taxes
    
    
    150
    
    
    
    (1,626
    )
    
    
    (1,476
    )
    
    
    11,827
    
    
    
    (1,297
    )
    
    
    10,530
    
    
    
    34,102
    
    
    
    (1,248
    )
    
    
    32,854Provision for income taxes
    
    
    549
    
    
    
    
    
    
    
    549
    
    
    
    501
    
    
    
    
    
    
    
    501
    
    
    
    134
    
    
    
    
    
    
    
    134Income (loss) from continuing
operations
    
    
    (399
    )
    
    
    (1,626
    )
    
    
    (2,025
    )
    
    
    11,326
    
    
    
    (1,297
    )
    
    
    10,029
    
    
    
    33,968
    
    
    
    (1,248
    )
    
    
    32,720Loss from discontinued operations
    
    
    (27,165
    )
    
    
    
    
    
    
    (27,165
    )
    
    
    (10,345
    )
    
    
    
    
    
    
    (10,345
    )
    
    
    (11,863
    )
    
    
    
    
    
    
    (11,863
    )Net income (loss)
    
    
    (27,564
    )
    
    
    (1,626
    )
    
    
    (29,190
    )
    
    
    981
    
    
    
    (1,297
    )
    
    
    (316
    )
    
    
    22,105
    
    
    
    (1,248
    )
    
    
    20,857Convertible preferred stock
dividend and related accretion
    
    
    (5,108
    )
    
    
    
    
    
    
    (5,108
    )
    
    
    (4,977
    )
    
    
    
    
    
    
    (4,977
    )
    
    
    (4,859
    )
    
    
    
    
    
    
    (4,859
    )Net income (loss) applicable to
common stockholders
    
    $
    (32,672
    )
    
    $
    (1,626
    )
    
    $
    (34,298
    )
    
    $
    (3,996
    )
    
    $
    (1,297
    )
    
    $
    (5,293
    )
    
    $
    17,246
    
    
    $
    (1,248
    )
    
    $
    15,998Basic income (loss) per share
applicable to common stockholders:Continuing operations
    
    $
    (0.04
    )
    
    $
    (0.01
    )
    
    $
    (0.05
    )
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    0.03
    
    
    $
    0.19
    
    
    $
    (0.01
    )
    
    $
    0.18Discontinued operations
    
    
    (0.18
    )
    
    
    
    
    
    
    (0.18
    )
    
    
    (0.07
    )
    
    
    
    
    
    
    (0.07
    )
    
    
    (0.08
    )
    
    
    
    
    
    
    (0.08
    )Basic income (loss) per share
applicable to common
stockholders
    
    $
    (0.22
    )
    
    $
    (0.01
    )
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    (0.00
    )
    
    $
    (0.03
    )
    
    $
    0.11
    
    
    $
    (0.00
    )
    
    $
    0.11Diluted income (loss) per share
applicable to common stockholders:Continuing operations
    
    $
    (0.04
    )
    
    $
    (0.01
    )
    
    $
    (0.05
    )
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    0.03
    
    
    $
    0.18
    
    
    $
    (0.01
    )
    
    $
    0.17Discontinued operations
    
    
    (0.18
    )
    
    
    
    
    
    
    (0.18
    )
    
    
    (0.07
    )
    
    
    
    
    
    
    (0.07
    )
    
    
    (0.07
    )
    
    
    
    
    
    
    (0.07
    )Diluted income (loss) per share
applicable to common
stockholders
    
    $
    (0.22
    )
    
    $
    (0.01
    )
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    (0.00
    )
    
    $
    (0.03
    )
    
    $
    0.11
    
    
    $
    (0.01
    )
    
    $
    0.10
  December 31, 2008
    
    December 31, 2007
    
    December 31, 2006As Previously
    
    
    
    
    
    
    
    
    
    As Previously
    
    
    
    
    
    
    
    
    
    As PreviouslyReported
    
    Adjustment
    
    As Restated
    
    Reported
    
    Adjustment
    
    As Restated
    
    Reported
    
    Adjustment
    
    As RestatedIncome (loss) from continuing operations
    
    $
    (399
    )
    
    $
    (1,626
    )
    
    $
    (2,025
    )
    
    $
    11,326
    
    
    $
    (1,297
    )
    
    $
    10,029
    
    
    $
    33,968
    
    
    $
    (1,248
    )
    
    $
    32,720Adjustments to reconcile income (loss)
from continuing operations to net cash
provided by continuing operating
activities:Stock based compensation and charges
    
    $
    10,699
    
    
    $
    1,626
    
    
    $
    12,325
    
    
    $
    13,703
    
    
    $
    1,297
    
    
    $
    15,000
    
    
    $
    14,506
    
    
    $
    1,248
    
    
    $
    15,754
 69




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##### Table of Contents



Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
   (b) Managements Report on Internal Control Over Financial Reporting (As Revised)
   design operation
 Internal ControlIntegrated
Framework
 
    
    The Companys controls to calculate stock-based compensation expense related to the
application of the forfeiture rate were not designed effectively. As a result, a material
weakness exists in the design of the controls over the calculation of stock-based
compensation expense related to the application of the forfeiture rate. This control
deficiency led to a misstatement of stock-based compensation expense, which was not
prevented or detected on a timely basis, and resulted in a restatement of our
 70




---



##### Table of Contents



consolidated financial statements for the years ended December 31, 2008, 2007 and 2006 and our
unaudited condensed consolidated financial statements for the quarters ended March 31, 2009
and June 30, 2009.
  /s/  Steven H. BerkowitzNovember 9, 2009
    Steven H. BerkowitzChief Executive Officer/s/  ROBERT J. KROLIKNovember 9, 2009
    Robert J. KrolikChief Financial Officer (c) Changes in Internal Controls Over Financial Reporting
  (d) Remedial Efforts to Address the Material Weakness
  71




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
          
 72




---



##### Table of Contents



Item 9B. Other Information
 Entry into Indemnification Agreement with Named Executive Officer
    
 PART III
  
 Item 10. Directors and Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accounting Fees and Services
  73




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 The following documents are filed as part of this report:
   Exhibits
 74




---



##### Table of Contents



Number
    
    Exhibit Title2.01
    
    Agreement and Plan of Reorganization dated October 26, 2000 among Homestore.com®, Inc.,
Metal Acquisition Corp., WW Acquisition Corp., Move.com, Inc., Welcome Wagon® International,
Inc., Cendant Membership Services Holdings, Inc. and Cendant Corporation. (Incorporated by
reference to Annex A to the definitive proxy statement filed November 29, 2000.)3.01.1
    
    Restated Certificate of Incorporation of Move, Inc., dated June 23, 2005, as amended by the
Certificate of Amendment dated June 22, 2006. (Incorporated by reference to Exhibit 3.1 to our
quarterly report on Form 10-Q for the quarter ended June 30, 2006 filed August 7, 2006.)3.01.2
    
    Certificate of Designation of Series B Convertible Participating Preferred Stock dated
November 29, 2005. (Incorporated by reference to Exhibit 3.01.2 of our Form 10-K for the year
ended December 31, 2005 filed March 13, 2006.)3.02
    
    Bylaws of Move, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form
8-K filed on June 28, 2006.)3.03.1
    
    RealSelect, Inc.s Certificate of Incorporation dated October 25, 1996. (Incorporated by
reference to Exhibit 3.05.1 to our registration statement on Form S-1 (File No. 333-79689)
filed May 28, 1999.)3.03.2
    
    RealSelect, Inc.s Certificate of Amendment to Certificate of Incorporation dated November
25, 1996. (Incorporated by reference to Exhibit 3.05.2 to our registration statement on Form
S-1/A (File No. 333-79689) filed June 17, 1999.)3.04
    
    RealSelect, Inc.s Amended By-laws dated December 1999. (Incorporated by reference to Exhibit
3.07 of our Form 10-K for the year ended December 31, 1999 filed March 10, 2000.)4.01
    
    Form of Specimen Certificate for common stock. (Incorporated by reference to Exhibit 4.01 of
our Form 10-K for the year ended December 31, 2006 filed March 5, 2007.)10.01.1
    
    Operating Agreement dated November 26, 1996, between REALTORS® Information Network, Inc.
and RealSelect, Inc. (Incorporated by reference to Exhibit 10.02 to our registration statement
on Form S-1 (File No. 333-79689) filed May 28, 1999.)10.01.2
    
    First Amendment to Operating Agreement dated December 27, 1996 between REALTORS®
Information Network, Inc. and RealSelect, Inc. (Incorporated by reference to Exhibit 10.02.2
to our registration statement on Form S-1/A (File No. 333-79689) filed June 17, 1999.)10.01.3
    
    Amendment No. 2 to Operating Agreement dated May 28, 1999 between REALTORS® Information
Network, Inc. and RealSelect, Inc. (Incorporated by reference to Exhibit 10.02.3 to our
registration statement on Form S-1/A (File No. 333-79689) filed June 17, 1999.)10.02
    
    Joint Ownership Agreement dated November 26, 1996, among National Association of REALTORS®,
NetSelect, L.L.C., and NetSelect, Inc. (Incorporated by reference to Exhibit 10.04 to our
registration statement on Form S-1 (File No. 333-79689) filed May 28, 1999.)10.03
    
    Trademark License dated November 26, 1996, between National Association of REALTORS® and
RealSelect, Inc. (Incorporated by reference to Exhibit 10.05 to our registration statement on
Form S-1 (File No. 333-79689) filed May 28, 1999.)10.04
    
    Agreement dated August 21, 1998 among RealSelect, Inc., REALTORS® Information Network, Inc.,
National Association of REALTORS®, NetSelect, Inc., and NetSelect L.L.C. (Incorporated by
reference to Exhibit 10.29 to our registration statement on Form S-1 (File No. 333-79689)
filed May 28, 1999.)10.05
    
    Agreement dated May 28, 1999 among NetSelect, Inc., RealSelect, Inc., REALTORS® Information
Network, Inc. and National Association of REALTORS®. (Incorporated by reference to Exhibit
10.30 to our registration statement on Form S-1/A (File No. 333-79689) filed June 17, 1999.)10.06
    
    Letter Agreement Regarding Rental Site Acquisition dated May 17, 1999 among National
Association of REALTORS®, REALTORS® Information Network, Inc. and RealSelect, Inc.
(Incorporated by reference to Exhibit 10.32 to our registration statement on Form S-1/A (File
No. 333-79689) filed June 17, 1999.)(1)10.07
    
    Stock Purchase Agreement dated March 16, 2002 between Experian Holdings, Inc. and
Homestore.com®, Inc. (Incorporated by reference to Exhibit 2.1 to our current report on Form
8-K filed March 19, 2002.)
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Number
    
    Exhibit Title10.08
    
    Standard Office Lease Form, Westlake North Business Park dated March 7, 2000 between
Westlake North Associates, LLC, and Homestore, Inc. for 30700 Russell Ranch Road, Westlake
Village, California. (Incorporated by reference to Exhibit 10.33 to our annual report on Form
10-K for the year ended December 31, 2000 filed April 2, 2001.)10.09
    
    First Amendment to Lease dated as of February 2001, between Westlake North Associates, LLC,
and homestore.com, Inc. for 30700 Russell Ranch Road, Westlake Village, California.
(Incorporated by reference to Exhibit 10.10 to our annual report on Form 10-K for the year
ended December 31, 2007 filed February 29, 2008.)10.10
    
    Second Amendment to Lease dated as of July 3, 2001, between Westlake North Associates, LLC
and homestore.com, Inc. for 30700 Russell Ranch Road, Westlake Village, California.
(Incorporated by reference to Exhibit 10.11 to our annual report on Form 10-K for the year
ended December 31, 2007 filed February 29, 2008.)10.11
    
    Third Amendment to Lease dated September 27, 2007 between Arden Realty Limited Partnership
and Move, Inc. for 30700 Russell Ranch Road, Westlake Village, California (Incorporated by
reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September
30, 2007 filed November 2, 2007.)10.12
    
    NetSelect, Inc. 1996 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.16 to
our registration statement on Form S-1 (File No. 333-79689) filed May 28, 1999.)(3)10.13
    
    NetSelect, Inc. 1999 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.17 to
our registration statement on Form S-1 (File No. 333-79689) filed May 28, 1999.)(3)10.14
    
    Homestore.com®, Inc. 1999 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.18
to our registration statement on Form S-1/A (File No. 333-79689) filed July 27, 1999.)(3)10.15
    
    Amendment dated December 10, 2008 to the Homestore.com®, Inc. 1999 Stock Incentive Plan.
(2)(3)10.16
    
    Homestore.com®, Inc. 1999 Employee Stock Purchase Plan. (Incorporated by reference to
Exhibit 10.19 to our registration statement on Form S-1/A (File No. 333-79689) filed July 27,
1999.)(3)10.17
    
    Homestore.com®, Inc. 2002 Stock Incentive Plan. (Incorporated by reference to Exhibit 4.04
to our registration statement on Form S-8 (File No. 333-89172) filed May 24, 2002.)(3)10.18
    
    Amendment dated December 10, 2008 to the Homestore.com®, Inc. 2002 Stock Incentive Plan.
(2)(3)10.19
    
    InfoTouch Corporation 1994 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.20
to our registration statement on Form S-1/A (File No. 333-79689) filed June 17, 1999.)(3)10.20
    
    Move.com, Inc. 2000 Stock Incentive Plan. (Incorporated by reference to Exhibit 4.04 to our
registration statement on Form S-8 (File No. 333-55828) filed February 16, 2001.)(3)10.21
    
    Cendant Corporation Move.com Group 1999 Stock Option Plan as assumed by Cendant Corporation
from Move.com, Inc. and amended and restated effective as of March 21, 2000. (Incorporated by
reference to Exhibit 4.05 to our registration statement on Form S-8 (File No. 333-55828) filed
February 16, 2001.)(3)10.22
    
    1997 Stock Incentive Plan of Cendant Corporation as amended and restated through October 14,
1998. (Incorporated by reference to Exhibit 4.06 to our registration statement on Form S-8
(File No. 333-55828) filed February 16, 2001.)(3)10.23
    
    Amendment to Amended and Restated 1997 Stock Incentive Plan of Cendant Corporation dated
March 27, 2000. (Incorporated by reference to Exhibit 4.07 to our registration statement on
Form S-8 (File No. 333-55828) filed February 16, 2001.)(3)10.24
    
    Amendment to Amended and Restated 1997 Stock Incentive Plan of Cendant Corporation dated
March 28, 2000. (Incorporated by reference to Exhibit 4.08 to our registration statement on
Form S-8 (File No. 333-55828) filed February 16, 2001.)(3)10.25
    
    Homestore 401(k) Plan. (Incorporated by reference to Exhibit 10.25 to our registration
statement on Form S-1/A (File No. 333-79689) filed June 17, 1999.)(3)10.26
    
    Form of Indemnity Agreement between Move, Inc. and each of its directors and executive
officers (Incorporated by reference to Exhibit 10.25 to our annual report on Form 10-K for the
year ended December 31, 2003 filed March 15, 2004.)(3)
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Number
    
    Exhibit Title10.27
    
    Employment Agreement dated March 6, 2002 between Homestore.com®, Inc. and W. Michael
Long. (Incorporated by reference to Exhibit 6.01(A) to our quarterly report on Form 10-Q for
the quarter ended March 31, 2002 filed May 14, 2002.)(3)10.28
    
    Amendment dated December 24, 2008 to Employment Agreement of W. Michael Long dated March 6,
2002. (2)(3)10.29
    
    Amendment dated January 14, 2009 to Employment Agreement of W. Michael Long dated March 6,
2002. (2)(3)10.30
    
    2006 Executive Bonus Plan for W. Michael Long. (Incorporated by reference to Exhibit 10.3 to
our quarterly report on Form 10-Q for the quarter ended March 31, 2006 filed May 5, 2006.)(3)10.31
    
    W. Michael Long 2007 Executive Bonus Plan (Incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed August 3, 2007.)(3)10.32
    
    Offer letter to Lorna Borenstein dated April 26, 2007 with form of Executive Retention and
Severance Agreement attached as exhibit (Incorporated by reference to Exhibit 99.3 to our
Current Report on Form 8-K filed May 2, 2007.)(3)10.33
    
    Amendment dated December 19, 2008 to Offer letter to Lorna Borenstein dated April 26,
2007.(2)(3)10.34
    
    Amendment dated December 19, 2008 to Executive Retention and Severance Agreement between
Move, Inc. and Lorna Borenstein. (2)(3)10.35
    
    Lorna Borenstein 2007 Executive Bonus Plan (Incorporated by reference to Exhibit 10.4to our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed August 3, 2007.)(3)10.36
    
    Employment Agreement dated March 6, 2002 between Homestore.com®, Inc. and Lewis R. Belote
III. (Incorporated by reference to Exhibit 6.02(A) to our quarterly report on Form 10-Q for
the quarter ended March 31, 2002 filed May 14, 2002.)(3)10.37
    
    Amendment dated December 19, 2008 to Employment Agreement dated March 6, 2002 between
Homestore.com®, Inc. and Lewis R. Belote III. (2)(3)10.38
    
    2006 Executive Bonus Plan for Lewis R. Belote III. (Incorporated by reference to Exhibit
10.6 to our quarterly report on Form 10-Q for the quarter ended March 31, 2006 filed May 5,
2006.)(3)10.39
    
    Lewis R. Belote, III 2007 Executive Bonus Plan (Incorporated by reference to Exhibit 10.3 to
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed August 3,
2007.)(3)10.40
    
    Executive Retention and Severance Agreement dated September 30, 2002 between Homestore.com®,
Inc. and Allan D. Dalton. (Incorporated by reference to Exhibit 10.1 to our quarterly report
on Form 10-Q for the quarter ended September 30, 2002 filed November 14, 2002.)(3)10.41
    
    Offer Letter dated October 7, 2002 between Homestore.com®, Inc. and Allan D. Dalton.
(Incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the
quarter ended September 30, 2002 filed November 14, 2002.)(3)10.42
    
    Realtor+ Top Producer 2006 Executive Bonus Plan for Allan D. Dalton. (Incorporated by
reference to Exhibit 10.5 to our quarterly report on Form 10-Q for the quarter ended March 31,
2006 filed May 5, 2006.)(3)10.43
    
    Letter Agreement between Move, Inc. and Allan Dalton dated April 30, 2007 (Incorporated by
reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31,
2007 filed May 3, 2007.)(3)10.44
    
    Letter Agreement with Allan Dalton dated February 26, 2008 with Exhibit A attached
(Incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed March 4,
2008.)(3)10.45
    
    General Release of Claims between Move, Inc. and Allan Dalton (Incorporated by reference to
Exhibit 99.2 to our Current Report on Form 8-K filed March 4, 2008.)(3)10.46
    
    Offer Letter dated July 2, 2003 between Homestore, Inc. and Errol Samuelson. (Incorporated
by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March
31, 2008 filed May 9, 2008.)(3)10.47
    
    Compensation Letter dated August 1, 2007 from Move, Inc. to Errol Samuelson. (Incorporated
by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March
31, 2008 filed May 9, 2008.)(3)
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Number
    
    Exhibit Title10.48
    
    Executive Retention and Severance Agreement dated May 6, 2008 between Move, Inc. and
Errol Samuelson. (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form
10-Q for the quarter ended March 31, 2008 filed May 9, 2008.)(3)10.49
    
    Amendment dated December 30, 2008 to Executive Retention and Severance Agreement dated May
6, 2008 between Move, Inc. and Errol Samuelson. (2)(3)10.50
    
    Move, Inc. Offer Letter to Steven H. Berkowitz dated January 21, 2009.(Incorporated by
reference to Exhibit 99.2 to our Current Report on Form 8-K filed January 23, 2009.)(3)10.51
    
    Executive Retention and Severance Agreement between Steven H. Berkowitz and Move, Inc. dated
January 21, 2009. (Incorporated by reference to Exhibit 99.3 to our Current Report on Form 8-K
filed January 23, 2009.)(3)10.52
    
    Form of the Move, Inc. Performance-Based Restricted Stock Unit Agreement.(Incorporated by
reference to Exhibit 99.4 to our Current Report on Form 8-K filed January 23, 2009.)(3)10.53
    
    Stipulation and Agreement of Settlement between California State Teachers Retirement System
and Homestore, Inc. dated as of August 12, 2003. (Incorporated by reference to Exhibit 10.7 to
our quarterly report on Form 10-Q for the quarter ended September 30, 2003 filed November 13,
2003.)10.54
    
    Settlement Agreement and Release dated August 5, 2003 among Homestore, Inc., Welcome Wagon®
International, Inc., Cendant Corporation, Cendant Membership Services Holdings, Inc, Century
21 Real Estate Corporation, Coldwell Banker Real Estate Corporation, ERA Franchise Systems,
Inc., NRT Incorporated, and Cendant Mortgage Corporation. (Incorporated by reference to
Exhibit 10.1 to our quarterly report on Form 10-Q for the quarter ended June 30, 2003 filed
August 14, 2003.)10.55
    
    Registration Rights Agreement dated August 5, 2003 among Homestore, Inc., Cendant
Corporation and Cendant Membership Services Holdings, Inc. (Incorporated by reference to
Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter ended June 30, 2003 filed
August 14, 2003.)10.56
    
    Listings License Agreement dated August 5, 2003 between Cendant Corporation and Homestore,
Inc. (Incorporated by reference to Exhibit 10.3 to our quarterly report on Form 10-Q for the
quarter ended June 30, 2003 filed August 14, 2003.)10.57
    
    Source Code License and Maintenance Services Agreement dated August 5, 2003 between
Homestore, Inc. and Cendant Corporation. (Incorporated by reference to Exhibit 10.4 to our
quarterly report on Form 10-Q for the quarter ended June 30, 2003 filed August 14, 2003.)10.58
    
    Asset Purchase Agreement dated October 6, 2004 between Homestore, Inc. and Wyld Acquisition
Corp. (Incorporated by reference to Exhibit 10.1 to our quarterly report on Form 10-Q for the
quarter ended September 30, 2004 filed November 5, 2004.)10.59
    
    Exclusivity Termination Agreement between Homestore, Inc., RealSelect, Inc., REALTORS(®)
Information Network, Inc. and the National Association of REALTORS® (Incorporated by reference
to Exhibit 10.1 to our current report on Form 8-K filed April 21, 2005.)10.60
    
    Form of Certificate of Stock Option Grant to Executive Officers (Incorporated by reference
to Exhibit 10.1 to our quarterly report on Form 10-Q for the quarter ended March 31, 2005
filed May 6, 2005.)(3)10.61
    
    Settlement Agreement and Releases dated September 20, 2005 between the Company and Stuart
Wolff (Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed
September 26, 2005.)10.62
    
    Preferred Stock Purchase Agreement, dated November 6, 2005, by and among Homestore, Inc. and
the Purchasers signatory thereto (Incorporated by reference to Exhibit 10.1 to our current
report on Form 8-K filed November 7, 2005.)10.63
    
    Stockholders Agreement, dated November 29, 2005, by and among Homestore, Inc., Elevation
Partners, L.P. and Elevation Employee Side Fund, LLC. (Incorporated by reference to Exhibit
10.1 to our current report on Form 8-K filed November 30, 2005.)
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Number
    
    Exhibit Title10.64
    
    Asset Purchase Agreement dated February 21, 2006 between Homestore, Inc., TMP
Directional Marketing, LLC and Moving.com, Inc. (Incorporated by reference to Exhibit 10.1 to
our quarterly report on Form 10-Q for the quarter ended March 31, 2006 filed May 5, 2006.)10.65
    
    Settlement Agreement and Releases dated February 15, 2006 between Homestore, Inc. and Peter
Tafeen (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on
February 22, 2006.)10.66
    
    Loan Agreement between Move, Inc. and Citigroup Global Markets Inc. dated as of May 8, 2008.
(Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2008 filed May 9, 2008.)10.67
    
    Offer Letter dated February 18, 2004 between Homestore, Inc. and James S. Caulfield. (2)(3)10.68
    
    Offer Letter dated October 5, 2006 between Move, Inc. and James S. Caulfield. (2)(3)10.69
    
    Executive Retention and Severance Agreement dated October 5, 2006 between Move, Inc. and
James S. Caulfield. (2)(3)10.70
    
    Amendment dated December 19, 2008 to Executive Retention and Severance Agreement dated
October 5, 2006 between Move, Inc. and James S. Caulfield. (2)(3)21.01
    
    Subsidiaries of Move, Inc.(2)23.01
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.(4)24.01
    
    Power of Attorney (included on signature pages to this report).(2)31.01
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(4)31.02
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(4)32.01
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)32.02
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)99.01
    
    Schedule II  Valuation and Qualifying Accounts.(2)
 
 (1)
    
    Confidential treatment has been granted with respect to certain
information in these exhibits pursuant to a confidential treatment
request.(2)
    
    Incorporated by reference to the identically numbered exhibit to the
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 6, 2009, to which this amendment applies.(3)
    
    Denotes management contracts and compensatory plans and arrangements.(4)
    
    Filed herewith.   79




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SIGNATURES
  MOVE, INC.By:
    /s/  Steven H. BerkowitzSteven H. BerkowitzChief Executive OfficerBy:
    /s/  ROBERT J. KROLIKRobert J. KrolikChief Financial Officer   Signature
    
    Title
    
    DatePrincipal Executive Officer:/s/ Steven H. Berkowitz
    
    Chief Executive Officer and Director
    
    November 9, 2009Steven H. BerkowitzPrincipal Financial Officer and Principal Accounting
Officer:/s/ ROBERT J. KROLIK
    
    Chief Financial Officer
    
    November 9, 2009Robert J. KrolikAdditional Directors:*
    
    Chairman of the Board and Director
    
    November 9, 2009Joe F. Hanauer*
    
    Director
    
    November 9, 2009Fred D. Anderson*
    
    Director
    
    November 9, 2009William E. Kelvie*
    
    Director
    
    November 9, 2009Kenneth K. Klein
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Signature
    
    Title
    
    Date*
    
    Director
    
    November 9, 2009Geraldine B. Laybourne*
    
    Director
    
    November 9, 2009Roger B. McNamee*
    
    Director
    
    November 9, 2009V. Paul Unruh*
    
    Director
    
    November 9, 2009Catherine Whatley*
    
    Director
    
    November 9, 2009Bruce G. Willison
 * By:
    /s/  James S. CaulfieldJames S. CaulfieldAttorney-in-Fact for each ofthe persons indicated 81