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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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26-2414818
(I.R.S. Employer
Identification No.)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
Number
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Three Months Ended
March 31, |
||||||
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2015
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2014
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||||
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(in thousands, except per share amounts)
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||||||
Revenue
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$
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50,935
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$
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40,036
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Costs and expenses:
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|
|
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Cost of revenue
(exclusive of depreciation shown separately below)
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1,975
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1,665
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Selling and marketing expense
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32,837
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27,449
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General and administrative expense
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7,228
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6,133
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Product development
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2,173
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1,932
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Depreciation
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654
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|
755
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Amortization of intangibles
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62
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28
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Restructuring and severance
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6
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202
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Litigation settlements and contingencies
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282
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7,707
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Total costs and expenses
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45,217
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45,871
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Operating income (loss)
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5,718
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(5,835
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)
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Other income (expense), net:
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Interest income
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2
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—
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Income (loss) before income taxes
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5,720
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(5,835
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)
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Income tax (expense) benefit
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(307
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)
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1
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Net income (loss) from continuing operations
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5,413
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(5,834
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)
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||
Loss from discontinued operations, net of tax
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(226
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)
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(574
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)
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Net income (loss) and comprehensive income (loss)
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$
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5,187
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$
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(6,408
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)
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Weighted average shares outstanding:
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Basic
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11,304
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11,142
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Diluted
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12,165
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11,142
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Income (loss) per share from continuing operations:
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Basic
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$
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0.48
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$
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(0.52
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)
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Diluted
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$
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0.44
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$
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(0.52
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)
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Loss per share from discontinued operations:
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Basic
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$
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(0.02
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)
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$
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(0.05
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)
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Diluted
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$
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(0.02
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)
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$
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(0.05
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)
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Net income (loss) per share:
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Basic
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$
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0.46
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$
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(0.58
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)
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Diluted
|
$
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0.43
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$
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(0.58
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)
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March 31,
2015 |
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December 31,
2014 |
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(in thousands, except par value and share amounts)
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ASSETS:
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Cash and cash equivalents
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$
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88,536
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$
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86,212
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Restricted cash and cash equivalents
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18,617
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18,716
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Accounts receivable (net of allowanc
e of $517
and $349, respectively)
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19,596
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13,611
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Prepaid and other current assets
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1,138
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|
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931
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Current assets of discontinued operations
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161
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189
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Total current assets
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128,048
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119,659
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Property and equipment (net of accumulated depreciation
of $14,165
and $14,810, respectively)
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5,743
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5,257
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Goodwill
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3,632
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3,632
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Intangible assets, net
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11,079
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11,141
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Other non-current assets
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102
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102
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Non-current assets of discontinued operations
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—
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100
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Total assets
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$
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148,604
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$
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139,891
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LIABILITIES:
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Accounts payable, trade
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$
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2,674
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$
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1,060
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Accrued expenses and other current liabilities
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26,868
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25,521
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Current liabilities of discontinued operations (Note 12)
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12,134
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12,055
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Total current liabilities
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41,676
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38,636
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Deferred income taxes
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4,738
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4,738
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Non-current liabilities of discontinued operations
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30
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151
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Total liabilities
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46,444
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43,525
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Commitments and contingencies (Note 9)
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SHAREHOLDERS' EQUITY:
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Preferred stock $.01 par value; 5,000,000 shares authorized; none issued or outstanding
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—
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—
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Common stock $.01 par value; 50,000,000 shares authorized; 12,920,525 and 12,854,517 shares issued, respectively, and 11,446,998 and 11,386,240 shares outstanding, respectively
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129
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129
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Additional paid-in capital
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910,576
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909,751
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Accumulated deficit
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(792,984
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)
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(798,171
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)
|
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Treasury stock 1,473,527 and 1,468,277 shares, respectively
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(15,561
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)
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(15,343
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)
|
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Total shareholders' equity
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102,160
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96,366
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Total liabilities and shareholders' equity
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$
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148,604
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$
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139,891
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Common Stock
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Treasury Stock
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||||||||||||||||
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Total
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Number
of Shares
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Amount
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Additional
Paid-in
Capital
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Accumulated
Deficit
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Number
of Shares
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Amount
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||||||||||||
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(in thousands)
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||||||||||||||||||||||||
Balance as of December 31, 2014
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$
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96,366
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12,855
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$
|
129
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$
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909,751
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$
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(798,171
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)
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1,468
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|
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$
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(15,343
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)
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Net income and comprehensive income
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5,187
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|
|
—
|
|
|
—
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|
|
—
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|
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5,187
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|
|
—
|
|
|
—
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|
|||||
Non-cash compensation
|
2,336
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|
|
—
|
|
|
—
|
|
|
2,336
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|
|
—
|
|
|
—
|
|
|
—
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|
|||||
Purchase of treasury stock
|
(218
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
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|
|
(218
|
)
|
|||||
Dividends
|
(1
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)
|
|
—
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|
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—
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|
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(1
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)
|
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—
|
|
|
—
|
|
|
—
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|
|||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes
|
(1,627
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)
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66
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|
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—
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|
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(1,627
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)
|
|
—
|
|
|
—
|
|
|
—
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|
|||||
Tax benefit from stock-based award activity
|
117
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|
|
—
|
|
|
—
|
|
|
117
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|
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—
|
|
|
—
|
|
|
—
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|
|||||
Balance as of March 31, 2015
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$
|
102,160
|
|
|
12,921
|
|
|
$
|
129
|
|
|
$
|
910,576
|
|
|
$
|
(792,984
|
)
|
|
1,473
|
|
|
$
|
(15,561
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Cash flows from operating activities attributable to continuing operations:
|
|
|
|
|
|
||
Net income (loss) and comprehensive income (loss)
|
$
|
5,187
|
|
|
$
|
(6,408
|
)
|
Less: Loss from discontinued operations, net of tax
|
226
|
|
|
574
|
|
||
Income (loss) from continuing operations
|
5,413
|
|
|
(5,834
|
)
|
||
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities attributable to continuing operations:
|
|
|
|
|
|
||
Loss on disposal of fixed assets
|
28
|
|
|
—
|
|
||
Amortization of intangibles
|
62
|
|
|
28
|
|
||
Depreciation
|
654
|
|
|
755
|
|
||
Non-cash compensation expense
|
2,336
|
|
|
1,616
|
|
||
Deferred income taxes
|
—
|
|
|
(1
|
)
|
||
Excess tax benefit from stock-based award activity
|
(117
|
)
|
|
—
|
|
||
Bad debt expense
|
179
|
|
|
186
|
|
||
Changes in current assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(6,164
|
)
|
|
(969
|
)
|
||
Prepaid and other current assets
|
(291
|
)
|
|
(576
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
2,864
|
|
|
4,496
|
|
||
Income taxes payable
|
376
|
|
|
658
|
|
||
Other, net
|
—
|
|
|
(115
|
)
|
||
Net cash provided by operating activities attributable to continuing operations
|
5,340
|
|
|
244
|
|
||
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
||
Capital expenditures
|
(1,154
|
)
|
|
(1,069
|
)
|
||
Acquisition of a business
|
(37
|
)
|
|
—
|
|
||
Decrease in restricted cash
|
100
|
|
|
1,954
|
|
||
Net cash (used in) provided by investing activities attributable to continuing operations
|
(1,091
|
)
|
|
885
|
|
||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
||
Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options
|
(1,612
|
)
|
|
(2,877
|
)
|
||
Excess tax benefit from stock-based award activity
|
117
|
|
|
—
|
|
||
Purchase of treasury stock
|
(218
|
)
|
|
—
|
|
||
Dividends
|
(72
|
)
|
|
(81
|
)
|
||
Net cash used in financing activities attributable to continuing operations
|
(1,785
|
)
|
|
(2,958
|
)
|
||
Total cash provided by (used in) continuing operations
|
2,464
|
|
|
(1,829
|
)
|
||
Net cash used in operating activities attributable to discontinued operations
|
(140
|
)
|
|
(339
|
)
|
||
Total cash used in discontinued operations
|
(140
|
)
|
|
(339
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
2,324
|
|
|
(2,168
|
)
|
||
Cash and cash equivalents at beginning of period
|
86,212
|
|
|
91,667
|
|
||
Cash and cash equivalents at end of period
|
$
|
88,536
|
|
|
$
|
89,499
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Cash in escrow for surety bonds
(a)
|
$
|
2,453
|
|
|
$
|
2,453
|
|
Cash in escrow for corporate purchasing card program
|
—
|
|
|
100
|
|
||
Cash in escrow from sale of LendingTree Loans
(b)
|
16,107
|
|
|
16,106
|
|
||
Other
|
57
|
|
|
57
|
|
||
Total restricted cash and cash equivalents
|
$
|
18,617
|
|
|
$
|
18,716
|
|
(a)
|
State laws and regulations generally require businesses which engage in mortgage brokering activity to maintain a mortgage broker or similar license. Mortgage brokering activity is generally defined to include, among other things,
|
(b)
|
Home Loan Center, Inc. ("HLC"), a subsidiary of the Company, continues to be liable for certain indemnification obligations, repurchase obligations and premium repayment obligations following the sale of substantially all of the operating assets of its LendingTree Loans business in the second quarter of 2012.
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Goodwill
|
$
|
486,720
|
|
|
$
|
486,720
|
|
Accumulated impairment losses
|
(483,088
|
)
|
|
(483,088
|
)
|
||
Net goodwill
|
$
|
3,632
|
|
|
$
|
3,632
|
|
|
|
|
|
||||
Intangible assets with indefinite lives
|
$
|
10,142
|
|
|
$
|
10,142
|
|
Intangible assets with definite lives, net
|
937
|
|
|
999
|
|
||
Total intangible assets, net
|
$
|
11,079
|
|
|
$
|
11,141
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Customer lists
|
$
|
1,049
|
|
|
$
|
(112
|
)
|
|
$
|
937
|
|
Other
|
1,087
|
|
|
(1,087
|
)
|
|
—
|
|
|||
Balance at March 31, 2015
|
$
|
2,136
|
|
|
$
|
(1,199
|
)
|
|
$
|
937
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Customer lists
|
$
|
1,049
|
|
|
$
|
(50
|
)
|
|
$
|
999
|
|
Other
|
1,087
|
|
|
(1,087
|
)
|
|
—
|
|
|||
Balance at December 31, 2014
|
$
|
2,136
|
|
|
$
|
(1,137
|
)
|
|
$
|
999
|
|
|
Amortization Expense
|
||
Remainder of current year
|
$
|
87
|
|
Year ending December 31, 2016
|
100
|
|
|
Year ending December 31, 2017
|
100
|
|
|
Year ending December 31, 2018
|
100
|
|
|
Year ending December 31, 2019
|
100
|
|
|
Thereafter
|
450
|
|
|
Total intangible assets with definite lives, net
|
$
|
937
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Accrued litigation liabilities
|
$
|
2,972
|
|
|
$
|
2,786
|
|
Accrued advertising expense
|
12,725
|
|
|
11,170
|
|
||
Accrued compensation and benefits
|
2,491
|
|
|
2,666
|
|
||
Accrued professional fees
|
864
|
|
|
337
|
|
||
Accrued restructuring costs
|
103
|
|
|
178
|
|
||
Customer deposits and escrows
|
4,619
|
|
|
4,560
|
|
||
Deferred rent
|
89
|
|
|
162
|
|
||
Other
|
3,005
|
|
|
3,662
|
|
||
Total accrued expenses and other current liabilities
|
$
|
26,868
|
|
|
$
|
25,521
|
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Weighted average basic common shares
|
11,304
|
|
|
11,142
|
|
Effect of stock options
|
693
|
|
|
—
|
|
Effect of dilutive share awards
|
168
|
|
|
—
|
|
Weighted average diluted common shares
|
12,165
|
|
|
11,142
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Cost of revenue
|
$
|
20
|
|
|
$
|
6
|
|
Selling and marketing expense
|
270
|
|
|
233
|
|
||
General and administrative expense
|
1,606
|
|
|
1,061
|
|
||
Product development
|
440
|
|
|
316
|
|
||
Total non-cash compensation
|
$
|
2,336
|
|
|
$
|
1,616
|
|
|
Number of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(a)
|
|||||
|
|
|
(per option)
|
|
(in years)
|
|
(in thousands)
|
|||||
Options outstanding at January 1, 2015
|
2,136,679
|
|
|
$
|
18.16
|
|
|
|
|
|
|
|
Granted
(b)
|
11,478
|
|
|
53.24
|
|
|
|
|
|
|
||
Exercised
|
(898
|
)
|
|
8.62
|
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Expired
|
(611
|
)
|
|
7.32
|
|
|
|
|
|
|
||
Options outstanding at March 31, 2015
|
2,146,648
|
|
|
18.35
|
|
|
6.21
|
|
$
|
80,839
|
|
|
Options exercisable at March 31, 2015
|
1,045,843
|
|
|
$
|
9.33
|
|
|
3.63
|
|
$
|
48,819
|
|
(a)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of
$56.01
on the last trading day of the quarter ended
March 31, 2015
and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holders had all option holders exercised their options on
March 31, 2015
. The intrinsic value changes based on the market value of the Company's common stock.
|
(b)
|
During the
three
months ended
March 31, 2015
, the Company granted stock options to certain employees with a weighted average grant date fair value per share of
$20.78
, which vest over a period of
three years
from the grant date.
|
Expected term
(1)
|
6 years
|
|
Expected dividend
(2)
|
—
|
|
Expected volatility
(3)
|
38%
|
|
Risk-free interest rate
(4)
|
1.66% - 1.74%
|
|
(1)
|
The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees.
|
(2)
|
For all stock options granted in
2015
,
no
dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.
|
(3)
|
The expected volatility rate is based on the historical volatility of the Company's common stock.
|
(4)
|
The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date.
|
|
RSUs
|
|||||
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
|
|
|
(per unit)
|
|||
Nonvested at January 1, 2015
|
351,801
|
|
|
$
|
22.83
|
|
Granted
|
65,422
|
|
|
53.08
|
|
|
Vested
|
(104,543
|
)
|
|
22.43
|
|
|
Forfeited
|
(6,023
|
)
|
|
24.84
|
|
|
Nonvested at March 31, 2015
|
306,657
|
|
|
$
|
29.38
|
|
|
Restricted Stock
|
|||||
|
Number of
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
|
|
|
(per share)
|
|||
Nonvested at January 1, 2015
|
123,057
|
|
|
$
|
23.41
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(20,833
|
)
|
|
17.49
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at March 31, 2015
|
102,224
|
|
|
$
|
24.62
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands, except percentages)
|
||||||
Income tax (expense) benefit
|
$
|
(307
|
)
|
|
$
|
1
|
|
Effective tax rate
|
5.4
|
%
|
|
—
|
%
|
|
Three Months Ended March 31,
|
|||||
|
2015
|
2014
|
||||
Mortgage products
|
$
|
36,997
|
|
$
|
34,243
|
|
Non-mortgage products
|
13,938
|
|
5,793
|
|
||
Total revenue
|
$
|
50,935
|
|
$
|
40,036
|
|
|
Continuing Lease Obligations
|
||
Balance at December 31, 2014
|
$
|
178
|
|
Restructuring expense
|
2
|
|
|
Payments
|
(77
|
)
|
|
Balance at March 31, 2015
|
$
|
103
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Revenue
|
$
|
1
|
|
|
$
|
2
|
|
|
|
|
|
||||
Loss before income taxes
|
$
|
(238
|
)
|
|
$
|
(571
|
)
|
Income tax benefit (expense)
|
12
|
|
|
(3
|
)
|
||
Net loss
|
$
|
(226
|
)
|
|
$
|
(574
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Loan loss reserve, beginning of period
|
$
|
8,750
|
|
|
$
|
28,543
|
|
Provisions
|
—
|
|
|
—
|
|
||
Charge-offs to reserves
|
—
|
|
|
—
|
|
||
Loan loss reserve, end of period
|
$
|
8,750
|
|
|
$
|
28,543
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
$
Change
|
|
%
Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Mortgage products
|
$
|
36,997
|
|
|
$
|
34,243
|
|
|
$
|
2,754
|
|
|
8
|
%
|
Non-mortgage products
|
13,938
|
|
|
5,793
|
|
|
8,145
|
|
|
141
|
%
|
|||
Revenue
|
50,935
|
|
|
40,036
|
|
|
10,899
|
|
|
27
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenue
(exclusive of depreciation shown separately below)
|
1,975
|
|
|
1,665
|
|
|
310
|
|
|
19
|
%
|
|||
Selling and marketing expense
|
32,837
|
|
|
27,449
|
|
|
5,388
|
|
|
20
|
%
|
|||
General and administrative expense
|
7,228
|
|
|
6,133
|
|
|
1,095
|
|
|
18
|
%
|
|||
Product development
|
2,173
|
|
|
1,932
|
|
|
241
|
|
|
12
|
%
|
|||
Depreciation
|
654
|
|
|
755
|
|
|
(101
|
)
|
|
(13
|
)%
|
|||
Amortization of intangibles
|
62
|
|
|
28
|
|
|
34
|
|
|
121
|
%
|
|||
Restructuring and severance
|
6
|
|
|
202
|
|
|
(196
|
)
|
|
(97
|
)%
|
|||
Litigation settlements and contingencies
|
282
|
|
|
7,707
|
|
|
(7,425
|
)
|
|
(96
|
)%
|
|||
Total costs and expenses
|
45,217
|
|
|
45,871
|
|
|
(654
|
)
|
|
(1
|
)%
|
|||
Operating income (loss)
|
5,718
|
|
|
(5,835
|
)
|
|
11,553
|
|
|
198
|
%
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income
|
2
|
|
|
—
|
|
|
2
|
|
|
100
|
%
|
|||
Income (loss) before income taxes
|
5,720
|
|
|
(5,835
|
)
|
|
11,555
|
|
|
198
|
%
|
|||
Income tax (expense) benefit
|
(307
|
)
|
|
1
|
|
|
(308
|
)
|
|
(30,800
|
)%
|
|||
Net income (loss) from continuing operations
|
5,413
|
|
|
(5,834
|
)
|
|
11,247
|
|
|
193
|
%
|
|||
Loss from discontinued operations, net of tax
|
(226
|
)
|
|
(574
|
)
|
|
348
|
|
|
61
|
%
|
|||
Net income (loss) and comprehensive income (loss)
|
$
|
5,187
|
|
|
$
|
(6,408
|
)
|
|
$
|
11,595
|
|
|
181
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
$
Change
|
|
%
Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Online
|
$
|
24,374
|
|
|
$
|
20,880
|
|
|
$
|
3,494
|
|
|
17
|
%
|
Broadcast
|
4,180
|
|
|
2,628
|
|
|
1,552
|
|
|
59
|
%
|
|||
Other
|
1,173
|
|
|
1,285
|
|
|
(112
|
)
|
|
(9
|
)%
|
|||
Total advertising expense
|
$
|
29,727
|
|
|
$
|
24,793
|
|
|
$
|
4,934
|
|
|
20
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
||||||
Adjusted EBITDA
|
$
|
8,936
|
|
|
$
|
4,481
|
|
Adjustments to reconcile to net income (loss) from continuing operations:
|
|
|
|
|
|
||
Amortization of intangibles
|
(62
|
)
|
|
(28
|
)
|
||
Depreciation
|
(654
|
)
|
|
(755
|
)
|
||
Restructuring and severance
|
(6
|
)
|
|
(202
|
)
|
||
Loss on disposal of assets
|
(28
|
)
|
|
(8
|
)
|
||
Non-cash compensation
|
(2,336
|
)
|
|
(1,616
|
)
|
||
Acquisition expense
|
150
|
|
|
—
|
|
||
Litigation settlements and contingencies
|
(282
|
)
|
|
(7,707
|
)
|
||
Interest income (expense)
|
2
|
|
|
—
|
|
||
Income tax (expense) benefit
|
(307
|
)
|
|
1
|
|
||
Net income (loss) from continuing operations
|
$
|
5,413
|
|
|
$
|
(5,834
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
5,340
|
|
|
$
|
244
|
|
Net cash (used in) provided by investing activities
|
(1,091
|
)
|
|
885
|
|
||
Net cash used in financing activities
|
(1,785
|
)
|
|
(2,958
|
)
|
Period
|
|
Total Number of
Shares Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(2)
|
|
Approximate
Dollar Value of Shares
that May Yet be
Purchased Under the
Plans or Programs
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
January 2015
|
|
3,166
|
|
|
$
|
42.13
|
|
|
2,750
|
|
|
$
|
7,377
|
|
February 2015
|
|
41,247
|
|
|
$
|
41.40
|
|
|
2,500
|
|
|
$
|
7,273
|
|
March 2015
|
|
270
|
|
|
$
|
56.35
|
|
|
—
|
|
|
$
|
7,273
|
|
Total
|
|
44,683
|
|
|
$
|
41.54
|
|
|
5,250
|
|
|
$
|
7,273
|
|
(1)
|
During January 2015, February 2015 and March 2015, 416 shares, 38,747 shares and 270 shares, respectively (totaling 39,433 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock unit awards, all in accordance with our Fourth Amended and Restated 2008 Stock and Award Incentive Plan, as described above. The balance of the shares in each period were repurchased pursuant to our stock repurchase program.
|
(2)
|
See the narrative disclosure above the table for further description of our publicly announced stock repurchase program.
|
Exhibit
|
|
Description
|
|
Location
|
|
|
|
|
|
|
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of LendingTree, Inc.
|
|
Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed August 25, 2008
|
3.2
|
|
|
Third Amended and Restated By-laws of LendingTree, Inc.
|
|
Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed December 31, 2014
|
10.1
|
|
|
Letter Agreement between LendingTree, Inc. and Carla Shumate, dated March 11, 2015 *
|
|
†
|
10.2
|
|
|
2011 Deferred Compensation Plan for Non-Employee Directors *
|
|
†
|
31.1
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
†
|
31.2
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
†
|
32.1
|
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
††
|
32.2
|
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
††
|
101.INS
|
|
|
XBRL Instance Document
|
|
†††
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
†††
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
†††
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
†††
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
†††
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
†††
|
|
LENDINGTREE, INC.
|
|
|
|
|
|
By:
|
/s/ ALEXANDER MANDEL
|
|
|
Alexander Mandel
|
|
|
Chief Financial Officer
|
|
|
(principal financial officer and duly authorized officer)
|
Date signed
|
W. Mac Lackey (Member of Compensation Committee)
|
Date signed
|
Patrick L. McCrory (Member of Nominating and Compensation Committees)
|
Date signed
|
Lance C. Melber (Member of Nominating and Compensation Committees)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended
March 31, 2015
of Tree.com, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Douglas R. Lebda
|
|
Douglas R. Lebda
|
|
Chairman and Chief Executive Officer
|
|
(principal executive officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended
March 31, 2015
of Tree.com, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Alexander Mandel
|
|
Alexander Mandel
|
|
Chief Financial Officer
|
|
(principal financial officer)
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2015
of Tree.com, Inc. (the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Tree.com, Inc.
|
|
/s/ Douglas R. Lebda
|
|
Douglas R. Lebda
|
|
Chairman and Chief Executive Officer
|
|
(principal executive officer)
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2015
of Tree.com, Inc. (the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Tree.com, Inc.
|
|
/s/ Alexander Mandel
|
|
Alexander Mandel
|
|
Chief Financial Officer
|
|
(principal financial officer)
|