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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2016
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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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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11115 Rushmore Drive, Charlotte, North Carolina 28277
(Address of principal executive offices)
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(704) 541-5351
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
Common Stock, $0.01 Par Value
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Name of each exchange on which registered
The NASDAQ Stock Market
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Securities registered pursuant to Section 12(g) of the Act:
None
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Large accelerated filer
o
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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For the Year Ended December 31,
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2016
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2015
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2014
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Mortgage products
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$
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219,991
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$
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165,272
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134,137
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Non-mortgage products
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164,411
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88,944
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33,213
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Total revenue
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$
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384,402
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$
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254,216
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$
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167,350
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(1)
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Loan Request.
Consumers complete a single loan request form with information regarding the type of home loan product they are seeking, loan preferences and other data. Consumers also consent to a soft inquiry regarding their credit.
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(2)
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Loan Request Form Matching and Transmission.
Our proprietary systems and technology match a given consumer's loan request form data, credit profile and geographic location against certain pre-established criteria of Network Lenders, which may be modified from time to time. Once a given loan request passes through the matching process, the loan request is automatically transmitted to up to five participating Network Lenders.
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(3)
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Lender Evaluation and Response.
Network Lenders that receive a loan request form evaluate the information contained in it to determine whether to make a conditional loan offer.
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(4)
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Communication of a Conditional Offer.
All matched Network Lenders and any conditional offers are presented to the consumer upon completion of the loan request form. Consumers can return to the site and view their offer(s) at any time by logging in to their My LendingTree profile. Additionally, matched lenders and offers are also sent to the email address associated with the consumer request.
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(5)
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Loan Processing.
Consumers may then elect to work offline with relevant Network Lenders to provide property information and additional information bearing on their creditworthiness. If a Network Lender approves a consumer's application, it may then underwrite and originate a loan.
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(6)
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Ongoing Consumer and Lender Support.
E-mail and telephone support are provided to both Network Lenders and consumers. This support is designed to provide technical assistance and increase overall satisfaction of Network Lenders and consumers.
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•
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Auto, which includes our auto refinance and purchase loan products. Auto loans enable consumers to purchase new or used vehicles or refinance an existing loan secured by an automobile.
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•
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Credit cards, which include offerings from most major card issuers. We launched this offering in the second quarter of 2013. Additionally, as described above, during the fourth quarter of 2016, we purchased CompareCards, a leader in the online credit card comparison industry.
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•
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Home equity loans and lines of credit, which enable home owners to borrow against the equity in their home, as measured by the difference between the market value of the home and any existing loans secured by the home. Home equity loans are one-time lump sum loans, whereas a home equity line of credit reflects a line of revolving credit where the borrower has flexibility to draw down and repay the line over time.
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Personal loans, which are unsecured obligations generally carrying shorter terms and smaller loan amounts than home mortgages. We have historically operated a personal loan offering, but launched an enhanced version of this offering in the third quarter of 2013.
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Reverse mortgage loans, which are a loan product available to qualifying homeowners age 62 or older. We launched this offering in the first quarter of 2013 through internal product development efforts.
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Small business loans, which include a broad array of financing types, including but not limited to loans secured by working capital, equipment, real estate and other forms of financing, provided to small and medium-sized businesses in amounts generally up to (although sometimes exceeding) $1 million. We launched our small business loan marketplace in the third quarter of 2014.
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Student loans, which includes both new loans to finance an education and related expenses, as well as refinancing of existing loans. We launched a student loan offering in the second quarter of 2014 and a student loan refinancing offering in the fourth quarter of 2014. Additionally, during the second quarter of 2016, we purchased SimpleTuition, a leading online marketing platform for student loans.
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Credit repair, through which consumers can obtain assistance improving their credit profiles, in order to expand and improve loan and other financial product opportunities available to them.
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Debt relief services, through which consumers can obtain assistance negotiating existing loans.
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Home improvement services, through which consumers have the opportunity to research and find home improvement professional services.
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Personal credit data, through which consumers can gain insights into how prospective lenders and other third parties view their credit profiles.
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Real estate brokerage services, through which consumers are matched with local realtors who can assist them in their home purchase or sale efforts.
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Various consumer insurance products, including home and automobile, through which consumers are matched with insurance lead aggregators to obtain insurance offers.
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Restrictions on the amount and nature of fees or interest that may be charged in connection with a loan, such as state usury and fee restrictions;
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Restrictions on the manner in which consumer loans are marketed and originated, including, but not limited to, the making of required consumer disclosures, such as the Federal Trade Commission's Mortgage Advertising Practices ("MAP") Rules, federal Truth-in-Lending Act, the federal Equal Credit Opportunity Act, the federal Fair Credit Reporting Act, the federal Fair Housing Act, the federal Real Estate Settlement Procedures Act ("RESPA"), and similar state laws;
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Restrictions imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd Frank Act") and current or future rules promulgated thereunder, including, but not limited to, limitations on fees charged by mortgage lenders, mortgage broker disclosures and rules promulgated by the Consumer Financial Protection Bureau ("CFPB"), which was created under the Dodd-Frank Act;
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Restrictions on the amount and nature of fees that may be charged to lenders and real estate professionals for providing or obtaining consumer loan requests, such as under RESPA;
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Restrictions on the amount and nature of fees that may be charged to consumers for real estate brokerage transactions, including any incentives and rebates that may be offered to consumers by our businesses;
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Federal and State laws relating to the implementation of the Secure and Fair Enforcement of Mortgage Licensing Act of 2008 (the "SAFE Act") that require us to be licensed in all States and the District of Columbia (licensing requirements are applicable to both individuals and/or businesses engaged in the solicitation of or the brokering of residential mortgage loans and/or the brokering of real estate transactions);
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State and federal restrictions on the marketing activities conducted by telephone, mail, email, mobile device or the internet, including the Telemarketing Sales Rule ("TSR"), the Telephone Consumer Protection Act ("TCPA"), state telemarketing laws, federal and state privacy laws, the CAN-SPAM Act, and the Federal Trade Commission Act and their accompanying regulations and guidelines;
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State laws requiring licensure for the solicitation of or brokering of consumer loans which could affect us in our personal loan, automobile loan, student loan or other non-mortgage consumer lending businesses;
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Restrictions on the usage and storage of consumer credit information, such as those contained in the federal Fair Credit Reporting Act and the federal Credit Repair Organization Act; and
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State "Bird Dog" laws which restrict the amount and nature of fees, if any, that may be charged to consumers for automobile direct and indirect financing.
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Implementing, at an acceptable cost, product features offered by our competitors and/or expected by consumers and lenders;
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Market acceptance by consumers and lenders;
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Offerings by current and future competitors;
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Our ability to attract and retain management and other skilled personnel for these businesses;
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Our ability to collect amounts owed to us from third parties;
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Our ability to develop successful and cost-effective marketing campaigns; and
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Our ability to timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by our lead purchasers.
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that senior management’s attention may be diverted from the management of daily operations to the integration of the business acquired in the acquisition;
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we may be unable to retain key employees of CompareCards;
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costs and expenses associated with any undisclosed or potential liabilities;
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that the business acquired in the acquisition may not perform as well as anticipated;
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adverse conditions in the economy may affect credit card issuers and their willingness to issue new credit;
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credit card issuers and other advertisers in the business verticals in which we or CompareCards operate may be unwilling to advertise on our or CompareCards's websites or mobile applications;
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changes in application approval rates by credit card issuer customers;
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increased competition and its effect on our or CompareCards's website traffic, click-through rates, advertising rates, margins, and market share ability to provide competitive service to credit card issuers and to consumers using CompareCards' and our online offerings and other platforms;
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our ability to maintain brand recognition for both us and CompareCards and to effectively leverage the LendingTree brand with the CompareCards brand;
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our ability to develop new products and services and enhance existing ones;
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risks associated with our ongoing litigation with NextAdvisor including the effect of the preliminary injunction obtained by NextAdvisor on a portion of the acquired CompareCards business; and
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assumed liabilities associated with CompareCards' historical operations, including as a result of privacy regulations or data breaches.
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real estate taxes and maintenance costs;
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financial difficulties or lease defaults by our tenants;
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tenant turnover and loss of potential tenants to competing landlords;
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actions by competing landlords that may decrease or prevent increases in the occupancy and rental rates of our properties;
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costs of compliance with governmental rules and regulations, including the Americans with Disabilities Act, and zoning laws and potential liability thereunder;
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changes in the cost or availability of adequate insurance, including coverage for mold and asbestos;
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costs associated with environmental conditions or retained liabilities for such conditions; and
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less flexibility to move into alternative space or expand into alternative geographic locations than we might have if we leased our primary headquarters.
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incur additional indebtedness;
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grant liens;
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make loans and investments;
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enter into mergers or make certain fundamental changes;
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make certain restricted payments, including dividends, distributions, stock repurchases or redemptions;
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sell assets;
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enter into transactions with affiliates;
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enter into restrictive transactions;
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enter into sale and leaseback transactions;
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enter into hedging transactions; and
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engage in certain other transactions without the prior consent of the lenders.
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costs incurred to combine the operations of companies we acquire, such as transitional employee expenses and employee retention or relocation expenses;
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impairment of goodwill or intangible assets;
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a reduction in the useful lives of intangible assets acquired;
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impairment of long-lived assets;
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identification of, or changes to, assumed contingent liabilities;
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changes in the fair value of any contingent consideration;
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charges to our operating results due to duplicative pre-merger activities;
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charges to our operating results from expenses incurred to effect the acquisition; and
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charges to our operating results due to the expensing of certain stock awards assumed in an acquisition.
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variations in our quarterly operating and financial results;
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variations in our projected operating and financial results;
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failure to meet analysts' earnings estimates;
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publication of research reports about us, our Network Lenders or our industry or the failure of securities analysts to cover our common shares or our industry;
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additions or departures of key management personnel;
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adverse market reaction to any indebtedness we may incur or preferred or common shares we may issue in the future;
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changes in our dividend payment policy or failure to execute our existing policy;
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actions by shareholders;
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changes in market valuations of other companies in our industry, including our customers and competitors;
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announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;
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speculation in the press or investment community, including short selling;
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changes or proposed changes in laws or regulations affecting our industry or enforcement of these laws and regulations, or announcements relating to these matters;
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changes in estimated fair value of contingent consideration related to acquisitions; and
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changes in general economic or market conditions.
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Authorize our board of directors to issue, without further action by our stockholders, up to five million shares of undesignated preferred stock, sometimes referred to as "blank check preferred";
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Prohibit cumulative voting in the election of directors;
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Provide that vacancies on our board of directors may be filled only by the affirmative vote of a majority of directors then in office or by the sole remaining director;
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Provide that only our board of directors may change the size of our board of directors;
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Specify that special meetings of our stockholders may be called only by or at the direction of our board of directors or by a person specifically designated with such authority by the board; and
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Prohibit stockholders from taking action by written consent.
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Year Ended December 31, 2016
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High
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Low
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||||
First Quarter
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$
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100.19
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$
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52.11
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Second Quarter
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106.82
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64.07
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Third Quarter
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112.00
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87.50
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Fourth Quarter
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110.10
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75.05
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Year Ended December 31, 2015
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High
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Low
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||||
First Quarter
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$
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58.00
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$
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38.85
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Second Quarter
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78.78
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54.32
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Third Quarter
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139.59
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73.56
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Fourth Quarter
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131.83
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85.18
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Period
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Total Number of
Shares Purchased
(1)
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Average Price
Paid per Share
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Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(2)
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Maximum
Number/Approximate
Dollar Value of Shares
that May Yet be
Purchased Under the
Plans or Programs
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||||||
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(in thousands)
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||||||
10/1/16 - 10/31/16
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—
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$
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—
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—
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$
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48,748
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11/1/16 - 11/30/16
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11,832
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$
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83.68
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—
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$
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48,748
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12/1/16 - 12/31/16
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1,022
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$
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104.15
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—
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$
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48,748
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Total
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12,854
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$
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85.30
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—
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$
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48,748
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(1)
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During October 2016, November 2016 and December 2016, 0 shares, 11,832 shares and 1,022 shares, respectively (totaling 12,854 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock unit awards and the vesting of restricted stock awards, all in accordance with our Fourth Amended and Restated 2008 Stock and Award Incentive Plan, as described above.
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(2)
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See the narrative disclosure above the table for further description of our publicly announced stock repurchase program.
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Year Ended December 31,
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2016
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2015
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2014
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2013
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2012
(1)
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(in thousands, except per share amounts)
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||||||||||||||||||
Results of Operations:
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||||||||||
Revenue
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$
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384,402
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$
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254,216
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$
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167,350
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$
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139,240
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$
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77,443
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Income (loss) from continuing operations
(2)
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31,208
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51,316
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(487
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)
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(673
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)
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(2,249
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)
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|||||
(Loss) income from discontinued operations
(3)
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(3,714
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)
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(3,269
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)
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9,849
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4,620
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|
|
48,874
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|||||
Net income and comprehensive income
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$
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27,494
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$
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48,047
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$
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9,362
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$
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3,947
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$
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46,625
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||||||||||
Weighted average shares outstanding:
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||||||||||
Basic
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11,812
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11,516
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11,188
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11,035
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10,695
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|||||
Diluted
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12,773
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12,541
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11,188
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11,035
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10,695
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|||||
Income (loss) per share from continuing operations:
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||||||||
Basic
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$
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2.64
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$
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4.46
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$
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(0.04
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)
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$
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(0.06
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)
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$
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(0.21
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)
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Diluted
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$
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2.44
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$
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4.09
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$
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(0.04
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)
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$
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(0.06
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)
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$
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(0.21
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)
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(Loss) income per share from discontinued operations:
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|
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|
|
|
|
|
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|||||||
Basic
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$
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(0.31
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)
|
|
$
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(0.28
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)
|
|
$
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0.88
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|
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$
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0.42
|
|
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$
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4.57
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Diluted
|
$
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(0.29
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)
|
|
$
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(0.26
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)
|
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$
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0.88
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|
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$
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0.42
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|
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$
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4.57
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|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
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$
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2.33
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|
|
$
|
4.17
|
|
|
$
|
0.84
|
|
|
$
|
0.36
|
|
|
$
|
4.36
|
|
Diluted
|
$
|
2.15
|
|
|
$
|
3.83
|
|
|
$
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0.84
|
|
|
$
|
0.36
|
|
|
$
|
4.36
|
|
Cash dividend per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
(4) (5)
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$
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91,131
|
|
|
$
|
206,975
|
|
|
$
|
86,212
|
|
|
$
|
91,667
|
|
|
$
|
80,190
|
|
Total assets
|
$
|
323,427
|
|
|
$
|
295,781
|
|
|
$
|
139,891
|
|
|
$
|
152,644
|
|
|
$
|
143,171
|
|
Total long-term liabilities
(5)
|
$
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25,285
|
|
|
$
|
612
|
|
|
$
|
4,889
|
|
|
$
|
5,437
|
|
|
$
|
5,883
|
|
Total shareholders' equity
(4)
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$
|
231,435
|
|
|
$
|
241,142
|
|
|
$
|
96,366
|
|
|
$
|
87,008
|
|
|
$
|
82,922
|
|
(1)
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In June 2012, we sold substantially all of the operating assets of our LendingTree Loans business.
See
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for the Years Ended December 31, 2016, 2015 and 2014—Discontinued Operations for more information.
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(2)
|
In 2015, we released the majority of the valuation allowance, which, along with federal and state income taxes, resulted in a total tax benefit of $23.0 million.
See
Note
10
—Income Taxes in the notes to the consolidated financial statements included elsewhere in this report for additional information.
|
(3)
|
See
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for the Years Ended December 31, 2016, 2015 and 2014—Discontinued Operations for a discussion of discontinued operations.
|
(4)
|
In November 2015, we completed an equity offering of 852,500 shares of our common stock, receiving net proceeds of $91.5 million.
|
(5)
|
In November 2016, we acquired CompareCards for $80.7 million in cash at closing and contingent consideration payments of up to $22.5 million in each of 2017 and 2018. We assigned a fair value of the contingent consideration of $23.1 million, which is in included in total long-term liabilities. We will reassess this fair value quarterly. In December 2016, we acquired two office buildings in Charlotte, North Carolina for $23.5 million in cash.
See
Note
6
—Business Acquisitions and Note
4
—Property and Equipment, respectively, in the notes to the consolidated financial statements included elsewhere in this report for additional information.
|
|
Year Ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
|
2016
|
2015
|
2014
|
|
$
Change
|
%
Change
|
|
$
Change
|
%
Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||
Mortgage products
|
$
|
219,991
|
|
$
|
165,272
|
|
$
|
134,137
|
|
|
$
|
54,719
|
|
33
|
%
|
|
$
|
31,135
|
|
23
|
%
|
Non-mortgage products
|
164,411
|
|
88,944
|
|
33,213
|
|
|
75,467
|
|
85
|
%
|
|
55,731
|
|
168
|
%
|
|||||
Revenue
|
384,402
|
|
254,216
|
|
167,350
|
|
|
130,186
|
|
51
|
%
|
|
86,866
|
|
52
|
%
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost of revenue
(exclusive of depreciation and amortization shown separately below)
|
13,764
|
|
9,370
|
|
7,903
|
|
|
4,394
|
|
47
|
%
|
|
1,467
|
|
19
|
%
|
|||||
Selling and marketing expense
|
261,100
|
|
172,849
|
|
112,704
|
|
|
88,251
|
|
51
|
%
|
|
60,145
|
|
53
|
%
|
|||||
General and administrative expense
|
37,227
|
|
30,030
|
|
25,883
|
|
|
7,197
|
|
24
|
%
|
|
4,147
|
|
16
|
%
|
|||||
Product development
|
13,761
|
|
10,485
|
|
7,457
|
|
|
3,276
|
|
31
|
%
|
|
3,028
|
|
41
|
%
|
|||||
Depreciation
|
4,944
|
|
3,008
|
|
3,245
|
|
|
1,936
|
|
64
|
%
|
|
(237
|
)
|
(7
|
)%
|
|||||
Amortization of intangibles
|
1,243
|
|
149
|
|
136
|
|
|
1,094
|
|
734
|
%
|
|
13
|
|
10
|
%
|
|||||
Restructuring and severance
|
122
|
|
422
|
|
373
|
|
|
(300
|
)
|
(71
|
)%
|
|
49
|
|
13
|
%
|
|||||
Litigation settlements and contingencies
|
129
|
|
(611
|
)
|
10,618
|
|
|
740
|
|
121
|
%
|
|
(11,229
|
)
|
(106
|
)%
|
|||||
Total costs and expenses
|
332,290
|
|
225,702
|
|
168,319
|
|
|
106,588
|
|
47
|
%
|
|
57,383
|
|
34
|
%
|
|||||
Operating income (loss)
|
52,112
|
|
28,514
|
|
(969
|
)
|
|
23,598
|
|
83
|
%
|
|
29,483
|
|
3,043
|
%
|
|||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(561
|
)
|
(171
|
)
|
(2
|
)
|
|
390
|
|
228
|
%
|
|
169
|
|
8,450
|
%
|
|||||
Other income
|
23
|
|
—
|
|
—
|
|
|
23
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||||
Income (loss) before income taxes
|
51,574
|
|
28,343
|
|
(971
|
)
|
|
23,231
|
|
82
|
%
|
|
29,314
|
|
3,019
|
%
|
|||||
Income tax (expense) benefit
|
(20,366
|
)
|
22,973
|
|
484
|
|
|
(43,339
|
)
|
(189
|
)%
|
|
22,489
|
|
4,646
|
%
|
|||||
Net income (loss) from continuing operations
|
31,208
|
|
51,316
|
|
(487
|
)
|
|
(20,108
|
)
|
(39
|
)%
|
|
51,803
|
|
10,637
|
%
|
|||||
(Loss) income from discontinued operations
|
(3,714
|
)
|
(3,269
|
)
|
9,849
|
|
|
(445
|
)
|
(14
|
)%
|
|
(13,118
|
)
|
(133
|
)%
|
|||||
Net income and comprehensive income
|
$
|
27,494
|
|
$
|
48,047
|
|
$
|
9,362
|
|
|
$
|
(20,553
|
)
|
(43
|
)%
|
|
$
|
38,685
|
|
413
|
%
|
|
Year Ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$
Change
|
%
Change
|
|
$
Change
|
%
Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Online
|
$
|
210,635
|
|
|
$
|
127,294
|
|
|
$
|
86,088
|
|
|
$
|
83,341
|
|
65
|
%
|
|
$
|
41,206
|
|
48
|
%
|
Broadcast
|
28,455
|
|
|
28,066
|
|
|
14,011
|
|
|
389
|
|
1
|
%
|
|
14,055
|
|
100
|
%
|
|||||
Other
|
4,131
|
|
|
3,863
|
|
|
2,056
|
|
|
268
|
|
7
|
%
|
|
1,807
|
|
88
|
%
|
|||||
Total advertising expense
|
$
|
243,221
|
|
|
$
|
159,223
|
|
|
$
|
102,155
|
|
|
$
|
83,998
|
|
53
|
%
|
|
$
|
57,068
|
|
56
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands, except percentages)
|
||||||||||
Income tax (expense) benefit
|
$
|
(20,366
|
)
|
|
$
|
22,973
|
|
|
$
|
484
|
|
Effective tax rate
|
39.5
|
%
|
|
(81.1
|
)%
|
|
(49.8
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Net income (loss) from continuing operations
|
$
|
31,208
|
|
|
$
|
51,316
|
|
|
$
|
(487
|
)
|
Adjustments to reconcile to Adjusted EBITDA:
|
|
|
|
|
|
||||||
Amortization of intangibles
|
1,243
|
|
|
149
|
|
|
136
|
|
|||
Depreciation
|
4,944
|
|
|
3,008
|
|
|
3,245
|
|
|||
Restructuring and severance
|
122
|
|
|
422
|
|
|
373
|
|
|||
Loss on disposal of assets
|
640
|
|
|
748
|
|
|
282
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
805
|
|
|||
Non-cash compensation
|
9,647
|
|
|
8,370
|
|
|
7,277
|
|
|||
Estimated settlement for unclaimed property
|
—
|
|
|
134
|
|
|
—
|
|
|||
Acquisition expense
|
959
|
|
|
84
|
|
|
60
|
|
|||
Litigation settlements and contingencies
|
129
|
|
|
(611
|
)
|
|
10,618
|
|
|||
Interest expense, net
|
561
|
|
|
171
|
|
|
2
|
|
|||
Income tax expense (benefit)
|
20,366
|
|
|
(22,973
|
)
|
|
(484
|
)
|
|||
Adjusted EBITDA
|
$
|
69,819
|
|
|
$
|
40,818
|
|
|
$
|
21,827
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
58,454
|
|
|
$
|
32,584
|
|
|
$
|
9,075
|
|
Net cash (used in) provided by investing activities
|
(117,215
|
)
|
|
4,901
|
|
|
2,704
|
|
|||
Net cash (used in) provided by financing activities
|
(46,880
|
)
|
|
86,909
|
|
|
(7,651
|
)
|
|
Payments Due By Period as of December 31, 2016
|
||||||||||||||
Contractual Obligations
(a)
|
Total
|
Less Than
1 Year
|
1-3 Years
|
3-5 Years
|
More Than
5 Years
|
||||||||||
Operating lease obligations
(b)
|
$
|
4,681
|
|
$
|
1,374
|
|
$
|
2,252
|
|
$
|
1,055
|
|
$
|
—
|
|
Long-term contractual obligations
(c)
|
23,600
|
|
—
|
|
23,600
|
|
—
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
28,281
|
|
$
|
1,374
|
|
$
|
25,852
|
|
$
|
1,055
|
|
$
|
—
|
|
(a)
|
Excludes potential obligations under surety and litigation bonds and the indemnification obligations, repurchase obligations and premium repayment obligations for which our HLC subsidiary continues to be liable following the sale of substantially all of the operating assets of our LendingTree Loans business in the second quarter of 2012. Excludes a $0.6 million accrual related to uncertain tax position, as we are unable to determine when, or if, payments for these taxes will ultimately be made.
|
(b)
|
Our operating lease obligations are associated with office space.
|
(c)
|
Includes a liability of $23.1 million for the estimated fair value of contingent consideration obligations reflected on the balance sheet for the acquisition of CompareCards. Actual contingent consideration payments could range from zero to $45.0 million. Also includes a $0.5 million hold-back of the purchase price related to the SimpleTuition acquisition.
|
|
|
Page
Number
|
LENDINGTREE, INC. AND SUBSIDIARIES:
|
||
|
||
CONSOLIDATED FINANCIAL STATEMENTS:
|
|
|
|
Consolidated Statements of Operations
and Comprehensive Income
|
|
|
||
|
||
|
||
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
Revenue
|
$
|
384,402
|
|
|
$
|
254,216
|
|
|
$
|
167,350
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue
(exclusive of depreciation and amortization shown separately below)
|
13,764
|
|
|
9,370
|
|
|
7,903
|
|
|||
Selling and marketing expense
|
261,100
|
|
|
172,849
|
|
|
112,704
|
|
|||
General and administrative expense
|
37,227
|
|
|
30,030
|
|
|
25,883
|
|
|||
Product development
|
13,761
|
|
|
10,485
|
|
|
7,457
|
|
|||
Depreciation
|
4,944
|
|
|
3,008
|
|
|
3,245
|
|
|||
Amortization of intangibles
|
1,243
|
|
|
149
|
|
|
136
|
|
|||
Restructuring and severance
|
122
|
|
|
422
|
|
|
373
|
|
|||
Litigation settlements and contingencies
|
129
|
|
|
(611
|
)
|
|
10,618
|
|
|||
Total costs and expenses
|
332,290
|
|
|
225,702
|
|
|
168,319
|
|
|||
Operating income (loss)
|
52,112
|
|
|
28,514
|
|
|
(969
|
)
|
|||
Other income (expense), net:
|
|
|
|
|
|
||||||
Interest expense, net
|
(561
|
)
|
|
(171
|
)
|
|
(2
|
)
|
|||
Other income
|
23
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) before income taxes
|
51,574
|
|
|
28,343
|
|
|
(971
|
)
|
|||
Income tax (expense) benefit
|
(20,366
|
)
|
|
22,973
|
|
|
484
|
|
|||
Net income (loss) from continuing operations
|
31,208
|
|
|
51,316
|
|
|
(487
|
)
|
|||
(Loss) income from discontinued operations
|
(3,714
|
)
|
|
(3,269
|
)
|
|
9,849
|
|
|||
Net income and comprehensive income
|
$
|
27,494
|
|
|
$
|
48,047
|
|
|
$
|
9,362
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
11,812
|
|
|
11,516
|
|
|
11,188
|
|
|||
Diluted
|
12,773
|
|
|
12,541
|
|
|
11,188
|
|
|||
Income (loss) per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.64
|
|
|
$
|
4.46
|
|
|
$
|
(0.04
|
)
|
Diluted
|
$
|
2.44
|
|
|
$
|
4.09
|
|
|
$
|
(0.04
|
)
|
(Loss) income per share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.31
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
0.88
|
|
Diluted
|
$
|
(0.29
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
0.88
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.33
|
|
|
$
|
4.17
|
|
|
$
|
0.84
|
|
Diluted
|
$
|
2.15
|
|
|
$
|
3.83
|
|
|
$
|
0.84
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands, except par value
and share amounts)
|
||||||
ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
91,131
|
|
|
$
|
206,975
|
|
Restricted cash and cash equivalents
|
4,089
|
|
|
6,541
|
|
||
Accounts receivable (net of allowance of $1,059 and $606, respectively)
|
41,382
|
|
|
29,873
|
|
||
Prepaid and other current assets
|
4,021
|
|
|
2,085
|
|
||
Current assets of discontinued operations
|
—
|
|
|
110
|
|
||
Total current assets
|
140,623
|
|
|
245,584
|
|
||
Property and equipment, net
|
35,462
|
|
|
9,415
|
|
||
Goodwill
|
56,457
|
|
|
3,632
|
|
||
Intangible assets, net
|
71,684
|
|
|
10,992
|
|
||
Deferred income tax assets
|
14,610
|
|
|
20,977
|
|
||
Other non-current assets
|
810
|
|
|
1,039
|
|
||
Non-current assets of discontinued operations
|
3,781
|
|
|
4,142
|
|
||
Total assets
|
$
|
323,427
|
|
|
$
|
295,781
|
|
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Accounts payable, trade
|
$
|
5,593
|
|
|
$
|
5,741
|
|
Accrued expenses and other current liabilities
|
49,403
|
|
|
34,885
|
|
||
Current liabilities of discontinued operations (Note 18)
|
11,711
|
|
|
13,401
|
|
||
Total current liabilities
|
66,707
|
|
|
54,027
|
|
||
Contingent considerations
|
23,600
|
|
|
—
|
|
||
Other non-current liabilities
|
1,685
|
|
|
586
|
|
||
Non-current liabilities of discontinued operations
|
—
|
|
|
26
|
|
||
Total liabilities
|
91,992
|
|
|
54,639
|
|
||
Commitments and contingencies (Notes 12 and 13)
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Preferred stock $.01 par value; 5,000,000 shares authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock $.01 par value; 50,000,000 shares authorized; 13,955,378 and 13,865,620 shares issued, respectively, and 11,791,633 and 12,392,093 shares outstanding, respectively
|
140
|
|
|
139
|
|
||
Additional paid-in capital
|
1,018,010
|
|
|
1,006,688
|
|
||
Accumulated deficit
|
(722,630
|
)
|
|
(750,124
|
)
|
||
Treasury stock 2,163,745 and 1,473,527 shares, respectively
|
(64,085
|
)
|
|
(15,561
|
)
|
||
Total shareholders' equity
|
231,435
|
|
|
241,142
|
|
||
Total liabilities and shareholders' equity
|
$
|
323,427
|
|
|
$
|
295,781
|
|
|
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
||||||||||||||||
|
Total
|
|
Number
of Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Number
of Shares
|
|
Amount
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||
Balance as of December 31, 2013
|
$
|
87,008
|
|
|
12,620
|
|
|
$
|
126
|
|
|
$
|
907,148
|
|
|
$
|
(807,533
|
)
|
|
1,369
|
|
|
$
|
(12,733
|
)
|
Net income and comprehensive income
|
9,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,362
|
|
|
—
|
|
|
—
|
|
|||||
Non-cash compensation
|
7,446
|
|
|
—
|
|
|
—
|
|
|
7,446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock
|
(2,610
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
(2,610
|
)
|
|||||
Dividends
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes
|
(4,812
|
)
|
|
235
|
|
|
3
|
|
|
(4,815
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of December 31, 2014
|
$
|
96,366
|
|
|
12,855
|
|
|
$
|
129
|
|
|
$
|
909,751
|
|
|
$
|
(798,171
|
)
|
|
1,468
|
|
|
$
|
(15,343
|
)
|
Net income and comprehensive income
|
48,047
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,047
|
|
|
—
|
|
|
—
|
|
|||||
Non-cash compensation
|
8,508
|
|
|
—
|
|
|
—
|
|
|
8,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock
|
(218
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
(218
|
)
|
|||||
Dividends
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes
|
(7,613
|
)
|
|
158
|
|
|
1
|
|
|
(7,614
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax benefit from stock-based award activity
|
4,601
|
|
|
—
|
|
|
—
|
|
|
4,601
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from equity offering, net of offering costs
|
91,462
|
|
|
853
|
|
|
9
|
|
|
91,453
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of December 31, 2015
|
$
|
241,142
|
|
|
13,866
|
|
|
$
|
139
|
|
|
$
|
1,006,688
|
|
|
$
|
(750,124
|
)
|
|
1,474
|
|
|
$
|
(15,561
|
)
|
Net income and comprehensive income
|
27,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,494
|
|
|
—
|
|
|
—
|
|
|||||
Non-cash compensation
|
9,647
|
|
|
—
|
|
|
—
|
|
|
9,647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock
|
(48,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
690
|
|
|
(48,524
|
)
|
|||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes
|
(4,084
|
)
|
|
89
|
|
|
1
|
|
|
(4,085
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax benefit from stock-based award activity
|
5,760
|
|
|
—
|
|
|
—
|
|
|
5,760
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of December 31, 2016
|
$
|
231,435
|
|
|
13,955
|
|
|
$
|
140
|
|
|
$
|
1,018,010
|
|
|
$
|
(722,630
|
)
|
|
2,164
|
|
|
$
|
(64,085
|
)
|
|
Year Ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
|
(in thousands)
|
||||||||
Cash flows from operating activities attributable to continuing operations:
|
|
|
|
||||||
Net income and comprehensive income
|
$
|
27,494
|
|
$
|
48,047
|
|
$
|
9,362
|
|
Less: Loss (income) from discontinued operations, net of tax
|
3,714
|
|
3,269
|
|
(9,849
|
)
|
|||
Income (loss) from continuing operations
|
31,208
|
|
51,316
|
|
(487
|
)
|
|||
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
|
640
|
|
748
|
|
282
|
|
|||
Impairment of long-lived assets
|
—
|
|
—
|
|
805
|
|
|||
Amortization of intangibles
|
1,243
|
|
149
|
|
136
|
|
|||
Depreciation
|
4,944
|
|
3,008
|
|
3,245
|
|
|||
Non-cash compensation expense
|
9,647
|
|
8,508
|
|
7,446
|
|
|||
Deferred income taxes
|
6,367
|
|
(29,969
|
)
|
106
|
|
|||
Excess tax benefit from stock-based award activity
|
(5,760
|
)
|
(4,601
|
)
|
—
|
|
|||
Bad debt expense
|
515
|
|
337
|
|
206
|
|
|||
Amortization of debt issuance costs
|
245
|
|
47
|
|
—
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
||||||
Accounts receivable
|
(8,361
|
)
|
(16,598
|
)
|
(1,228
|
)
|
|||
Prepaid and other current assets
|
(1,558
|
)
|
(874
|
)
|
(84
|
)
|
|||
Accounts payable, accrued expenses and other current liabilities
|
4,769
|
|
13,689
|
|
(1,935
|
)
|
|||
Income taxes payable
|
13,385
|
|
6,247
|
|
740
|
|
|||
Other, net
|
1,170
|
|
577
|
|
(157
|
)
|
|||
Net cash provided by operating activities attributable to continuing operations
|
58,454
|
|
32,584
|
|
9,075
|
|
|||
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
||||||
Capital expenditures
|
(31,955
|
)
|
(7,237
|
)
|
(3,856
|
)
|
|||
Acquisition of intangible assets
|
(2,030
|
)
|
—
|
|
—
|
|
|||
Acquisition of CompareCards
|
(81,182
|
)
|
—
|
|
—
|
|
|||
Acquisition of other businesses
|
(4,500
|
)
|
(37
|
)
|
(740
|
)
|
|||
Decrease in restricted cash
|
2,452
|
|
12,175
|
|
7,300
|
|
|||
Net cash (used in) provided by investing activities attributable to continuing operations
|
(117,215
|
)
|
4,901
|
|
2,704
|
|
|||
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
|
(4,085
|
)
|
(7,612
|
)
|
(4,812
|
)
|
|||
Proceeds from equity offering, net of offering costs
|
(23
|
)
|
91,484
|
|
—
|
|
|||
Payment of debt issuance costs
|
(8
|
)
|
(1,215
|
)
|
—
|
|
|||
Excess tax benefit from stock-based award activity
|
5,760
|
|
4,601
|
|
—
|
|
|||
Purchase of treasury stock
|
(48,524
|
)
|
(218
|
)
|
(2,610
|
)
|
|||
Dividends
|
—
|
|
(131
|
)
|
(229
|
)
|
|||
Net cash (used in) provided by financing activities attributable to continuing operations
|
(46,880
|
)
|
86,909
|
|
(7,651
|
)
|
|||
Total cash (used in) provided by continuing operations
|
(105,641
|
)
|
124,394
|
|
4,128
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|||
Net cash used in operating activities attributable to discontinued operations
|
(10,203
|
)
|
(3,631
|
)
|
(9,583
|
)
|
|||
Total cash used in discontinued operations
|
(10,203
|
)
|
(3,631
|
)
|
(9,583
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(115,844
|
)
|
120,763
|
|
(5,455
|
)
|
|||
Cash and cash equivalents at beginning of period
|
206,975
|
|
86,212
|
|
91,667
|
|
|||
Cash and cash equivalents at end of period
|
$
|
91,131
|
|
$
|
206,975
|
|
$
|
86,212
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
320
|
|
$
|
60
|
|
$
|
2
|
|
Income tax payments
|
3,095
|
|
703
|
|
3
|
|
|||
Income tax refunds
|
(22
|
)
|
(96
|
)
|
(779
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of the period
|
$
|
606
|
|
|
$
|
349
|
|
|
$
|
408
|
|
Charges to earnings
|
515
|
|
|
337
|
|
|
206
|
|
|||
Write-off of uncollectible accounts receivable
|
(62
|
)
|
|
(80
|
)
|
|
(265
|
)
|
|||
Balance, end of the period
|
$
|
1,059
|
|
|
$
|
606
|
|
|
$
|
349
|
|
Asset Category
|
Estimated Useful Lives
|
Land
|
N/A
|
Building
|
34 years
|
Site Improvements
|
1 to 15 years
|
Computer equipment and capitalized software
|
1 to 5 years
|
Leasehold improvements
|
Lesser of asset life or life of lease
|
Furniture and other equipment
|
3 to 7 years
|
Aircraft and automobile
|
5 to 10 years
|
•
|
Level 1
: Observable inputs, such as quoted prices for identical assets and liabilities in active markets obtained from independent sources.
|
•
|
Level 2
: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data.
|
•
|
Level 3
: Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions, based on the best information available under the circumstances, about the assumptions market participants would use in pricing the asset or liability.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Cash in escrow for surety bonds
(a)
|
$
|
—
|
|
|
$
|
2,453
|
|
Cash in escrow from sale of LendingTree Loans
(b)
|
4,032
|
|
|
4,028
|
|
||
Other
|
57
|
|
|
60
|
|
||
Total restricted cash and cash equivalents
|
$
|
4,089
|
|
|
$
|
6,541
|
|
(a)
|
See
Note
12
—Commitments for a discussion of surety bonds. In February 2016, all funds in escrow were released to the Company from restriction due to a reduction in collateral requirements.
|
(b)
|
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.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
5,818
|
|
|
$
|
—
|
|
Building
|
14,679
|
|
|
—
|
|
||
Site improvements
|
950
|
|
|
—
|
|
||
Computer equipment and capitalized software
|
14,886
|
|
|
10,192
|
|
||
Leasehold improvements
|
3,048
|
|
|
2,096
|
|
||
Furniture and other equipment
|
826
|
|
|
432
|
|
||
Aircraft and automobile
|
1,988
|
|
|
23
|
|
||
Projects in progress
|
3,006
|
|
|
3,612
|
|
||
Total gross property and equipment
|
45,201
|
|
|
16,355
|
|
||
Accumulated depreciation
|
(9,739
|
)
|
|
(6,940
|
)
|
||
Total property and equipment, net
|
$
|
35,462
|
|
|
$
|
9,415
|
|
|
Fair Value
|
|
Weighted
Average
Depreciation Life
|
||
Land
|
$
|
5,818
|
|
|
N/A
|
Building
|
14,679
|
|
|
34.0 years
|
|
Site improvements
|
950
|
|
|
6.6 years
|
|
Tenant leases
|
2,029
|
|
|
3.2 years
|
|
Total purchase price
|
$
|
23,476
|
|
|
|
Year ending December 31,
|
Amount
|
||
2017
|
$
|
1,435
|
|
2018
|
1,197
|
|
|
2019
|
951
|
|
|
2020
|
599
|
|
|
2021
|
151
|
|
|
Total
|
$
|
4,333
|
|
|
Goodwill
|
|
Accumulated Impairment Loss
|
|
Net Goodwill
|
||||||
Balance at December 31, 2015
|
$
|
486,720
|
|
|
$
|
(483,088
|
)
|
|
$
|
3,632
|
|
Acquisition of CompareCards
|
$
|
52,450
|
|
|
—
|
|
|
$
|
52,450
|
|
|
Acquisition of SimpleTuition
|
$
|
375
|
|
|
—
|
|
|
$
|
375
|
|
|
Balance at December 31, 2016
|
$
|
539,545
|
|
|
$
|
(483,088
|
)
|
|
$
|
56,457
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Intangible assets with indefinite lives
|
$
|
10,142
|
|
|
$
|
10,142
|
|
Intangible assets with definite lives, net
|
61,542
|
|
|
850
|
|
||
Total intangible assets, net
|
$
|
71,684
|
|
|
$
|
10,992
|
|
|
Weighted Average
Amortization Life
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Technology
|
4.0 years
|
|
$
|
28,300
|
|
|
$
|
(659
|
)
|
|
$
|
27,641
|
|
Customer lists
|
11.7 years
|
|
28,100
|
|
|
(639
|
)
|
|
27,461
|
|
|||
Trademarks and tradenames
|
4.5 years
|
|
5,342
|
|
|
(937
|
)
|
|
4,405
|
|
|||
Tenant leases
|
3.2 years
|
|
2,030
|
|
|
—
|
|
|
2,030
|
|
|||
Other
|
3.0 years
|
|
250
|
|
|
(245
|
)
|
|
5
|
|
|||
Balance at December 31, 2016
|
|
|
$
|
64,022
|
|
|
$
|
(2,480
|
)
|
|
$
|
61,542
|
|
|
Weighted Average
Amortization Life
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Customer lists
|
10.0 years
|
|
$
|
1,000
|
|
|
$
|
(150
|
)
|
|
$
|
850
|
|
Other
|
2.2 years
|
|
1,087
|
|
|
(1,087
|
)
|
|
—
|
|
|||
Balance at December 31, 2015
|
|
|
$
|
2,087
|
|
|
$
|
(1,237
|
)
|
|
$
|
850
|
|
|
Amortization Expense
|
||
Year ending December 31, 2017
|
$
|
11,175
|
|
Year ending December 31, 2018
|
11,037
|
|
|
Year ending December 31, 2019
|
10,783
|
|
|
Year ending December 31, 2020
|
9,935
|
|
|
Year ending December 31, 2021
|
3,270
|
|
|
Thereafter
|
15,342
|
|
|
Total intangible assets with definite lives, net
|
$
|
61,542
|
|
|
Fair Value
|
||
Accounts receivable
|
$
|
3,538
|
|
Total intangible assets with definite lives, net
|
55,400
|
|
|
Goodwill
|
52,450
|
|
|
Accounts payable and accrued liabilities
|
(7,582
|
)
|
|
Total purchase price
|
$
|
103,806
|
|
|
Fair Value
|
Weighted
Average
Amortization Life
|
||
Technology
|
$
|
27,900
|
|
4 years
|
Customer lists
|
$
|
23,200
|
|
12 years
|
Trade name and trademarks
|
$
|
4,300
|
|
5 years
|
|
2016
|
2015
|
||||
|
(in thousands)
|
|||||
Pro forma revenue
|
$
|
448,418
|
|
$
|
308,647
|
|
Pro forma net income from continuing operations
|
$
|
33,407
|
|
$
|
41,099
|
|
|
Fair Value
|
|
Weighted
Average
Amortization Life
|
||
Accounts receivable
|
$
|
125
|
|
|
N/A
|
Total intangible assets with definite lives, net
|
$
|
4,500
|
|
|
9.2 years
|
Goodwill
|
$
|
375
|
|
|
N/A
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Accrued litigation liabilities
|
$
|
736
|
|
|
$
|
636
|
|
Accrued advertising expense
|
26,976
|
|
|
20,841
|
|
||
Accrued compensation and benefits
|
5,626
|
|
|
4,464
|
|
||
Accrued professional fees
|
1,411
|
|
|
711
|
|
||
Customer deposits and escrows
|
5,041
|
|
|
4,471
|
|
||
Other
|
9,613
|
|
|
3,762
|
|
||
Total accrued expenses and other current liabilities
|
$
|
49,403
|
|
|
$
|
34,885
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average basic common shares
|
11,812
|
|
|
11,516
|
|
|
11,188
|
|
Effect of stock options
|
886
|
|
|
866
|
|
|
—
|
|
Effect of dilutive share awards
|
75
|
|
|
159
|
|
|
—
|
|
Weighted average diluted common shares
|
12,773
|
|
|
12,541
|
|
|
11,188
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of revenue
|
$
|
129
|
|
|
$
|
95
|
|
|
$
|
32
|
|
Selling and marketing expense
|
2,722
|
|
|
1,597
|
|
|
901
|
|
|||
General and administrative expense
|
4,699
|
|
|
5,120
|
|
|
5,148
|
|
|||
Product development
|
2,097
|
|
|
1,558
|
|
|
1,196
|
|
|||
Restructuring and severance
|
—
|
|
|
138
|
|
|
169
|
|
|||
Total non-cash compensation
|
$
|
9,647
|
|
|
$
|
8,508
|
|
|
$
|
7,446
|
|
|
Number of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(a)
|
|||||
|
|
|
(per option)
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2015
|
1,918,182
|
|
|
$
|
18.85
|
|
|
|
|
|
|
|
Granted
|
86,149
|
|
|
79.46
|
|
|
|
|
|
|
||
Exercised
|
(6,093
|
)
|
|
38.58
|
|
|
|
|
|
|
||
Forfeited
|
(6,329
|
)
|
|
74.48
|
|
|
|
|
|
|
||
Expired
|
(107
|
)
|
|
117.95
|
|
|
|
|
|
|
||
Outstanding at December 31, 2016
|
1,991,802
|
|
|
$
|
21.23
|
|
|
5.16
|
|
$
|
159,754
|
|
Options exercisable
|
970,202
|
|
|
$
|
9.69
|
|
|
2.63
|
|
$
|
88,977
|
|
(a)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of
$101.35
on the last trading day of
2016
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
December 31, 2016
. The intrinsic value changes based on the market value of the Company's common stock.
|
|
Year Ended December 31,
|
|||||
|
2016
|
2015
|
2014
|
|||
Expected term
(1)
|
5.22 - 6.38 years
|
|
5.21 - 6.23 years
|
|
5.75 - 6.63 years
|
|
Expected dividend
(2)
|
—
|
|
—
|
|
—
|
|
Expected volatility
(3)
|
48% - 53%
|
|
38% - 48%
|
|
36% - 64%
|
|
Risk-free interest rate
(4)
|
1.10% - 2.18%
|
|
1.65% - 2.01%
|
|
1.81% - 2.13%
|
|
(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 during the years ended December 31,
2016
,
2015
and 2014,
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 or a blended rate which includes the historical volatility of the Company's common stock and that of a peer group.
|
(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 December 31, 2015
|
237,377
|
|
|
$
|
43.13
|
|
Granted
(a)
|
78,334
|
|
|
76.52
|
|
|
Vested
|
(142,289
|
)
|
|
34.72
|
|
|
Forfeited
|
(21,048
|
)
|
|
61.35
|
|
|
Nonvested at December 31, 2016
|
152,374
|
|
|
$
|
65.64
|
|
(a)
|
The grant date fair value per share of the RSUs is calculated as the closing market price of LendingTree's common stock at the time of the grant.
|
|
Restricted Stock
|
|||||
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair
Value
|
|||
|
|
|
(per share)
|
|||
Nonvested at December 31, 2015
|
68,762
|
|
|
$
|
23.60
|
|
Granted
(a)
|
—
|
|
|
—
|
|
|
Vested
|
(54,298
|
)
|
|
23.18
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2016
|
14,464
|
|
|
$
|
25.14
|
|
(a)
|
The grant date fair value per share of the restricted stock is calculated as the closing market price of LendingTree's common stock at the time of grant.
|
|
RSUs with Performance Conditions
|
|||||
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
|
|
|
(per unit)
|
|||
Nonvested at December 31, 2015
|
—
|
|
|
$
|
—
|
|
Granted
|
56,761
|
|
|
87.27
|
|
|
Vested
|
(1,953
|
)
|
|
83.60
|
|
|
Forfeited
|
(10,299
|
)
|
|
83.60
|
|
|
Nonvested at December 31, 2016
|
44,509
|
|
|
$
|
88.28
|
|
(a)
|
The grant date fair value per share of the RSUs with performance conditions is calculated as the closing market price of LendingTree's common stock at the time of grant.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
11,519
|
|
|
$
|
5,847
|
|
|
$
|
(371
|
)
|
State
|
2,480
|
|
|
1,149
|
|
|
(219
|
)
|
|||
Current income tax expense (benefit)
|
13,999
|
|
|
6,996
|
|
|
(590
|
)
|
|||
Deferred income tax (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
3,703
|
|
|
(19,676
|
)
|
|
63
|
|
|||
State
|
2,664
|
|
|
(10,293
|
)
|
|
43
|
|
|||
Deferred income tax (benefit) provision
|
6,367
|
|
|
(29,969
|
)
|
|
106
|
|
|||
Income tax expense (benefit)
|
$
|
20,366
|
|
|
$
|
(22,973
|
)
|
|
$
|
(484
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax expense (benefit) at the federal statutory rate of 35%
|
$
|
18,051
|
|
|
$
|
9,920
|
|
|
$
|
(340
|
)
|
State income taxes, net of effect of federal tax benefit
|
4,038
|
|
|
1,480
|
|
|
(143
|
)
|
|||
Change in (release of) valuation allowance
|
(416
|
)
|
|
(34,409
|
)
|
|
—
|
|
|||
Research and experimentation tax credit
|
(2,574
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
1,267
|
|
|
36
|
|
|
(1
|
)
|
|||
Income tax expense (benefit)
|
$
|
20,366
|
|
|
$
|
(22,973
|
)
|
|
$
|
(484
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Provision for accrued expenses
|
$
|
8,056
|
|
|
$
|
7,247
|
|
Net operating loss carryforwards
(a)
|
8,548
|
|
|
15,036
|
|
||
Non-cash compensation expense
|
5,699
|
|
|
4,321
|
|
||
Goodwill
|
1,825
|
|
|
1,825
|
|
||
Other
|
139
|
|
|
1,544
|
|
||
Total gross deferred tax assets
|
24,267
|
|
|
29,973
|
|
||
Less: valuation allowance
(b)
|
(2,101
|
)
|
|
(2,341
|
)
|
||
Total deferred tax assets, net of the valuation allowance
|
22,166
|
|
|
27,632
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible and other assets
|
(2,704
|
)
|
|
(2,060
|
)
|
||
Other
|
(1,071
|
)
|
|
(453
|
)
|
||
Total gross deferred tax liabilities
|
(3,775
|
)
|
|
(2,513
|
)
|
||
Net deferred taxes
|
$
|
18,391
|
|
|
$
|
25,119
|
|
(a)
|
At
December 31, 2016
, the Company had pre-tax consolidated federal net operating losses ("NOLs") of
$10.9 million
. The federal NOLs will expire in 2030. The Company's NOLs will be available to offset taxable income (until such NOLs are either used or expire) subject to the Internal Revenue Code Section 382 annual limitation. In addition, the Company has state NOLs of approximately
$221.0 million
at
December 31, 2016
that will expire at various times between 2017 and 2037.
|
(b)
|
The valuation allowance is related to items for which it is
"more likely than not"
that the tax benefit will not be realized.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred income tax assets
|
$
|
14,610
|
|
|
$
|
20,977
|
|
Non-current assets of discontinued operations
|
3,781
|
|
|
4,142
|
|
||
Net deferred taxes
|
$
|
18,391
|
|
|
$
|
25,119
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of the period
|
$
|
2,341
|
|
|
$
|
40,121
|
|
|
$
|
49,674
|
|
Charges to earnings
(a)
|
(240
|
)
|
|
(37,780
|
)
|
|
(3,707
|
)
|
|||
Out of period adjustment
(b)
|
—
|
|
|
—
|
|
|
(5,846
|
)
|
|||
Balance, end of the period
|
$
|
2,101
|
|
|
$
|
2,341
|
|
|
$
|
40,121
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance, beginning of the period
|
$
|
19
|
|
|
$
|
23
|
|
Additions based on tax positions of the current year
|
550
|
|
|
—
|
|
||
Lapse of statute of limitations
|
(19
|
)
|
|
(4
|
)
|
||
Balance, end of the period
|
$
|
550
|
|
|
$
|
19
|
|
•
|
a base rate generally defined as the sum of (i) the greater of (a) the
prime rate of SunTrust Bank
, (b) the
federal funds effective rate
plus
0.5%
and (c) the
LIBO rate
(defined below) on a daily basis applicable for an interest period of one month plus
1.0%
and (ii) an applicable percentage of
1.0%
to
2.0%
based on the funded debt to consolidated EBITDA ratio; or
|
•
|
a LIBO rate generally defined as the sum of (i) the
rate for Eurodollar deposits
in the applicable currency and (ii) an applicable percentage of
2.0%
to
3.0%
based on the funded debt to consolidated EBITDA ratio.
|
Year ending December 31,
|
|
Amount
|
||
2017
|
|
$
|
1,374
|
|
2018
|
|
1,227
|
|
|
2019
|
|
1,025
|
|
|
2020
|
|
1,055
|
|
|
2021
|
|
—
|
|
|
Total
|
|
$
|
4,681
|
|
|
Commitments Due By Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More Than
5 years
|
||||||||||
Surety bonds
(a)
|
$
|
4,293
|
|
|
$
|
4,268
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Litigation bonds
(b)
|
140
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
4,433
|
|
|
$
|
4,408
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Contingent Consideration
|
||
Balance at January 1, 2016
|
$
|
—
|
|
Transfers into Level 3
|
—
|
|
|
Transfers out of Level 3
|
—
|
|
|
Total net gains (losses) included in earnings (realized and unrealized)
|
—
|
|
|
Purchases, sales and settlements:
|
|
|
|
Additions
|
23,100
|
|
|
Payments
|
—
|
|
|
Balance at December 31, 2016
|
$
|
23,100
|
|
|
Continuing
Lease
Obligations
|
||
Balance at December 31, 2013
|
$
|
462
|
|
Restructuring expense
|
13
|
|
|
Payments
|
(297
|
)
|
|
Balance at December 31, 2014
|
$
|
178
|
|
Restructuring income
|
(29
|
)
|
|
Payments
|
(149
|
)
|
|
Balance at December 31, 2015
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
1,325
|
|
|
$
|
6
|
|
|
$
|
14,256
|
|
|
|
|
|
|
|
||||||
(Loss) income before income taxes
(a)
|
$
|
(5,728
|
)
|
|
$
|
(5,047
|
)
|
|
$
|
10,392
|
|
Income tax benefit (expense)
|
2,014
|
|
|
1,778
|
|
|
(543
|
)
|
|||
Net (loss) income
|
$
|
(3,714
|
)
|
|
$
|
(3,269
|
)
|
|
$
|
9,849
|
|
(a)
|
Income before income taxes for the year ended December 31, 2014 includes income from a reduction in the loan loss reserve of
$14.1 million
. See additional information in "Loan Loss Obligations" below.
|
|
Number of Loans
|
|
Original Issue Balance
|
|||
|
(in thousands)
|
|
(in billions)
|
|||
Loans sold by HLC
|
234
|
|
|
$
|
38.9
|
|
Subsequent settlements
|
(172
|
)
|
|
(28.8
|
)
|
|
Remaining unsettled loans
|
62
|
|
|
$
|
10.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Loan loss reserve, beginning of period
|
$
|
8,127
|
|
|
$
|
8,750
|
|
|
$
|
28,543
|
|
Provision adjustments
(a)
|
(1,323
|
)
|
|
—
|
|
|
(14,144
|
)
|
|||
Charge-offs to reserves
|
—
|
|
|
(623
|
)
|
|
(5,649
|
)
|
|||
Loan loss reserve, end of period
|
$
|
6,804
|
|
|
$
|
8,127
|
|
|
$
|
8,750
|
|
(a)
|
As discussed above, during 2014, LendingTree Loans completed a settlement agreement with the largest investor to which it had sold loans, resulting in an adjustment to the provision. During 2016, the Company adjusted the loan loss reserve by
$1.8 million
to remove the estimated liability for loans sold to RFC. The Company is in litigation with RFC and reserved the loss for this litigation in the legal reserve.
See
Note
13
—Contingencies for additional information about the RFC litigation.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Mortgage products
|
$
|
219,991
|
|
|
$
|
165,272
|
|
|
134,137
|
|
|
Non-mortgage products
|
164,411
|
|
|
88,944
|
|
|
33,213
|
|
|||
Total revenue
|
$
|
384,402
|
|
|
$
|
254,216
|
|
|
$
|
167,350
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
94,713
|
|
|
$
|
94,290
|
|
|
$
|
94,558
|
|
|
$
|
100,841
|
|
Operating income
|
11,845
|
|
|
12,715
|
|
|
14,150
|
|
|
13,402
|
|
||||
Income from continuing operations
|
6,905
|
|
|
9,002
|
|
|
7,280
|
|
|
8,021
|
|
||||
Loss from discontinued operations
|
(1,203
|
)
|
|
(1,150
|
)
|
|
(664
|
)
|
|
(697
|
)
|
||||
Net income and comprehensive income
|
$
|
5,702
|
|
|
$
|
7,852
|
|
|
$
|
6,616
|
|
|
$
|
7,324
|
|
Income per share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.58
|
|
|
$
|
0.76
|
|
|
$
|
0.62
|
|
|
$
|
0.68
|
|
Diluted
|
$
|
0.54
|
|
|
$
|
0.71
|
|
|
$
|
0.57
|
|
|
$
|
0.63
|
|
Loss per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.05
|
)
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.48
|
|
|
$
|
0.67
|
|
|
$
|
0.56
|
|
|
$
|
0.62
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
0.62
|
|
|
$
|
0.52
|
|
|
$
|
0.57
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
50,935
|
|
|
$
|
55,136
|
|
|
$
|
69,804
|
|
|
$
|
78,341
|
|
Operating income
|
5,718
|
|
|
6,775
|
|
|
7,773
|
|
|
8,248
|
|
||||
Income from continuing operations
|
5,413
|
|
|
6,439
|
|
|
7,383
|
|
|
32,081
|
|
||||
Loss from discontinued operations
|
(226
|
)
|
|
(1,717
|
)
|
|
(1,295
|
)
|
|
(31
|
)
|
||||
Net income and comprehensive income
|
$
|
5,187
|
|
|
$
|
4,722
|
|
|
$
|
6,088
|
|
|
$
|
32,050
|
|
Income per share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.48
|
|
|
$
|
0.57
|
|
|
$
|
0.65
|
|
|
$
|
2.69
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
0.52
|
|
|
$
|
0.59
|
|
|
$
|
2.47
|
|
Loss per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.02
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
—
|
|
Diluted
|
$
|
(0.02
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
—
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.46
|
|
|
$
|
0.41
|
|
|
$
|
0.53
|
|
|
$
|
2.69
|
|
Diluted
|
$
|
0.43
|
|
|
$
|
0.38
|
|
|
$
|
0.49
|
|
|
$
|
2.47
|
|
•
|
Our Audit Committee will be composed of Ms. Henderson, Peter Horan and Steven Ozonian (Chair), each of whom is independent and each of whom is qualified under the Listing Rules of the NASDAQ Stock Market to serve on our audit committee. Our board has designated each of Peter Horan and Steve Ozonian as an audit committee financial expert.
|
•
|
Our Compensation Committee will be composed of Craig Troyer, Steven Ozonian (Chair) and Saras Sarasvathy.
|
•
|
Our Nominating and Corporate Governance Committee will be composed of Robin Henderson and Peter Horan (Chair). Thomas Davidson will become a member of the Nominating and Corporate Governance Committee effective March 15, 2017.
|
•
|
Our Transactions Committee will be composed of Douglas Lebda (Chair), Peter Horan and Neal Dermer. G. Kennedy Thompson will become a member of our Transactions Committee effective March 15, 2017.
|
Exhibit Number
|
Description
|
Location
|
|
10.33
|
|
Employment Agreement between LendingTree, Inc. and Neil Salvage, dated August 2, 2013*
|
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed May 10, 2016
|
10.34
|
|
Letter Agreement between LendingTree, Inc. and Neil Salvage, dated January 15, 2015*
|
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed May 10, 2016
|
10.35
|
|
Employment Agreement between LendingTree, Inc. and Neil Salvage dated November 28, 2016*
|
†
|
10.36
|
|
Letter Agreement between LendingTree, Inc. and Neil Salvage dated November 28, 2016*
|
†
|
21.1
|
|
Subsidiaries of LendingTree, Inc.
|
†
|
23.1
|
|
Consent of independent registered public accounting firm.
|
†
|
24.1
|
|
Power of Attorney (included on signature page of this Annual Report on Form 10-K)
|
†
|
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.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
†††
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
†††
|
101.INS
|
|
XBRL Instance Document
|
†††
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
†††
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
†††
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
†††
|
|
LendingTree, Inc.
|
|
|
|
|
|
By:
|
/s/ DOUGLAS R. LEBDA
|
|
|
Douglas R. Lebda
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DOUGLAS R. LEBDA
|
|
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 28, 2017
|
Douglas R. Lebda
|
|
|
|
|
|
|
|
|
|
/s/ GABRIEL DALPORTO
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
February 28, 2017
|
Gabriel Dalporto
|
|
|
|
|
|
|
|
|
|
/s/ CARLA SHUMATE
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
February 28, 2017
|
Carla Shumate
|
|
|
|
|
|
|
|
|
|
/s/ NEAL DERMER
|
|
Director
|
|
February 28, 2017
|
Neal Dermer
|
|
|
|
|
|
|
|
|
|
/s/ ROBIN HENDERSON
|
|
Director
|
|
February 28, 2017
|
Robin Henderson
|
|
|
|
|
|
|
|
|
|
/s/ PETER HORAN
|
|
Director
|
|
February 28, 2017
|
Peter Horan
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN OZONIAN
|
|
Director
|
|
February 28, 2017
|
Steven Ozonian
|
|
|
|
|
|
|
|
|
|
/s/ SARAS SARASVATHY
|
|
Director
|
|
February 28, 2017
|
Saras Sarasvathy
|
|
|
|
|
|
|
|
|
|
/s/ CRAIG TROYER
|
|
Director
|
|
February 28, 2017
|
Craig Troyer
|
|
|
|
1.
|
PARTIES.
|
2.
|
PROPERTY.
|
(a)
|
Five Hundred Thousand Dollars ($500,000.00) (the "First Deposit") shall be deposited by Purchaser into escrow with Chicago Title Insurance Company, 200 S. Tryon Street, Suite 800, Charlotte, NC 28202, Attention: Scott Mansfield ("Escrow Agent") in immediately available funds no later than three (3) Business Days (as defined below) after the execution of this Contract by Purchaser and Seller (the date on which the later of Seller or Purchaser executes this Contract and delivers a copy to the counterparty is called the "Effective Date");
|
(b)
|
An additional Five Hundred Thousand Dollars ($500,000.00) (the "Second Deposit") in immediately available funds shall be deposited by Purchaser into escrow with Escrow Agent no later than three (3) Business Days after the expiration of the Due Diligence Period (as defined below); and
|
(c)
|
The balance of the Purchase Price, subject to the adjustments, credits and prorations provided in this Contract, shall be deposited by Purchaser into escrow with the Escrow Agent in immediately available funds on or prior to the Closing Date as required by
Section 9.3
to allow for the consummation of the Closing pursuant to this Contract on the Closing Date.
|
4.
|
TITLE AND SURVEY.
|
6.
|
REPRESENTATIONS AND WARRANTIES.
|
10.
|
COSTS, PRORATIONS AND ADJUSTMENTS.
|
12.
|
REMEDIES.
|
16.
|
NO ASSIGNMENT.
|
17.
|
MISCELLANEOUS.
|
|
SELLER
:
REXFORD PARK INVESTORS, LLC, a Delaware limited liability company
|
Date: October 17, 2016
|
By:
/s/ Jeffrey A. Safchik
Name: Jeffrey A. Safchik
Title: President
|
|
PURCHASER
:
LENDINGTREE, LLC, a Delaware limited liability company
|
Date: October 17, 2016
|
By:
/s/ Gabriel Dalporto
Name: Gabriel Dalporto
Title: Chief Financial Officer
|
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
Exhibit "G"
Exhibit "H"
Exhibit "I"
Exhibit "J"
Exhibit "K"
Exhibit "L"
Exhibit "M"
Exhibit "N"
|
-
- - - - - - - - - - - - - |
Legal Description
Tenants and Third Parties under Property Agreements and Information Pertaining to the Leases
Existing Exceptions
Seller's Deliverables
Estoppel Letter
Seller Estoppel Letter
Special Warranty Deed
Assignment and Assumption of Lessor's Interest in Leases
Bill of Sale and General Assignment
Certificate of Non-Foreign Status
Notification Letter
Seller's Affidavit
Rent Roll
Security Deposits
|
2.
|
The Leases and any memoranda (or short forms) thereof and the rights and claims of all tenants thereunder and their successors, assigns and subtenants;
|
(a)
|
The lien of all taxes for the year of Closing, which are due and payable but not yet delinquent, and subsequent years;
|
(b)
|
Building restriction lines, easements, and any other matters shown on map or plat recorded in Map Book 24, Page 679;
|
(c)
|
Title to that portion of the Land within the bounds of Rexford Road;
|
(d)
|
intentionally omitted;
|
(e)
|
Riparian rights of others incident to any branches, creeks, streams or other waters coursing the Land;
|
(f)
|
Easement(s) or right(s)-of-way in favor of the City of Charlotte recorded in Book 4321, Page 312;
|
(g)
|
Rights or claims of AT&T Wireless PCS, LLC in possession as tenant under an unrecorded lease, a Memorandum or Short Form evidencing same being recorded in Book 16430, Page 297;
|
(h)
|
Easement(s) or right(s)-of-way in favor of the City of Charlotte recorded in Book 3161, Page 256;
|
(i)
|
Easement(s) or right(s)-of-way in favor of the City of Charlotte recorded in Book 4321, Page 306;
|
(j)
|
Easement(s) or right(s)-of-way in favor of Duke Power Company recorded in Book 3941, Page 540;
|
(k)
|
Easement(s) or right(s)-of-way in favor of Duke Power Company recorded in Book 3947, Page 805;
|
(l)
|
Easement(s) or right(s)-of-way in favor of Southern Bell Telephone and Telegraph Company recorded in Book 878, Page 306; and
|
(m)
|
Easement(s) or right(s)-of-way in favor of ICG Access Services, Inc. recorded in Book 7773, Page 523;
|
(n)
|
Driveway Easement Number One and Driveway Easement Number Two as reserved in deed recorded in Book 4400, Page 73; as assigned in Book 4703, Page 325, as to Driveway Easement No. One; and further assigned in recorded in Book 4453, Page 521, as to Driveway Easement No. Two; and
|
(o)
|
The following maters (s) as shown on survey by Jimmy F. Cain, PLS, dated November 12, 2015, and any easement(s) or right(s)-of-way associated therewith:
|
4.
|
All matters that are revealed by the following survey of the Property: Survey prepared by Jimmy F. Cain, PLS, dated November 12, 2015
|
5.
|
All zoning and governmental restrictions and/or regulations pertaining to the Property;
|
6.
|
Any fees and charges (such as license fees) required to be paid by any Tenant of the Property pursuant to its Lease; and
|
1.
|
The Owner's Policy of Title Insurance issued in connection with Seller's acquisition of the Land;
|
2.
|
Plans and specifications of the Improvements;
|
3.
|
Operating statements from 2014, 2015 and YTD 2016;
|
4.
|
Property condition reports or maintenance reports prepared by third party inspections or engineers on behalf of Seller regarding the Improvements and/or HVAC servicing said Improvements;
|
5.
|
Survey of the Property prepared for Seller;
|
6.
|
Any written correspondence with Seller and any governmental entity regarding any streetscape plans or drainage improvement plans relative to the Property;
|
7.
|
A copy of all Leases;
|
8.
|
A copy of all Property Agreements; and
|
9.
|
Environmental reports prepared for Seller relative to the Property.
|
1.
|
____________________________ (the "Tenant") is the tenant under that certain ______________, whereby the Tenant is leasing certain premises containing approximately
______
square feet and located at ____________________ (the “
Premises
”) in the building (“
Building
”) commonly known as ____________, from Landlord, as landlord[ successor-in-interest to ______________]. A true, correct and complete copy of the lease, including all amendments, supplements, modifications and assignments (collectively, the “
Lease
”) is attached hereto as
Exhibit A
.
|
2.
|
The Lease is in full force and effect and has not been modified, amended, supplemented or assigned, except as set forth in the attached
Exhibit A
. The Lease is the entire agreement between the Landlord and the Tenant with respect to the Premises and there are no other agreements (written or oral) between the Landlord and the Tenant other than the Lease.
|
3.
|
Neither the Landlord nor, to the Landlord’s Knowledge (as defined below), the Tenant is in default under the Lease.
|
4.
|
The current term of the Lease is scheduled to expire on _____________. The Tenant has the following options to renew the term of the Lease: _____________.
|
5.
|
The current monthly base rent under the Lease is $_______________. The Tenant has paid rent under the Lease through ______________________. Tenant has no charge, lien, claim of set-off or defense against rents or other charges due or to become due under the Lease or otherwise under any of the terms, conditions, or covenants contained therein.
|
6.
|
Landlord has not received from Tenant any rent under the Lease for more than thirty (30) days in advance of its due date.
|
7.
|
Landlord has not provided any concession (rental or otherwise) except as set forth in the Lease, nor to Landlord's Knowledge does any future concession (rental or otherwise) exist in favor of Tenant in connection with renting the Premises except as set forth in the Lease.
|
8.
|
No commission or other payment is currently due to any real estate broker by Landlord in connection with the primary term of the Lease and there are no agreements, oral or written, under which real estate broker is entitled to any future payment or commission by Landlord in connection with the leasing of the Premises to Tenant except as follows: _____________________.
|
9.
|
[Tenant is required under the Lease to pay its pro rata share of operating expenses over the operating expenses for the base year of ______________, and is currently paying an estimated amount of $_________ per month. TO BE INCLUDED ONLY IF APPLICABLE]
|
10.
|
The Landlord is holding a security deposit under the Lease in the amount of _____________. Landlord has not provided any notice to Tenant that all or any portion of the security deposit has been applied against any of Tenant's obligations under the Lease except as follows:___________________.
|
11.
|
To Landlord's Knowledge, there is not pending nor threatened against Tenant any petition of bankruptcy, whether voluntary or otherwise, any assignment for the benefit of creditors, or any petition seeking reorganization or arrangements under the federal bankruptcy laws or those of any state.
|
12.
|
To Landlord's Knowledge, Tenant has not subleased any part of the Premises and Tenant occupies, and is in sole possession of the Premises, except as follows:____________________________.
|
13.
|
Tenant has accepted the Premises and Landlord has completed all construction, alterations and improvements required under the terms of the Lease to be completed by Landlord except as set forth below and has paid any and all allowances or inducements which are payable by Landlord under the Lease except as follows:___________________________________.
|
14.
|
Tenant has no options or rights of first offer or refusal with respect to purchasing all or any portion of the Building or the renting of additional space in the Building except as follows: ____________________. Tenant has no right or option to terminate its Lease with respect to all or any portion of the Premises except as set forth in the Lease.
|
GRANTOR:
|
_________________________________________________________________________________________
|
GRANTEE:
|
_________________________________________________________________________________________
|
State of ____________________
County of __________________
I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she signed the foregoing document as the ________________ of Rexford Park Investors, LLC, a Delaware limited liability company, on behalf of that company:
__________________________________________________________________
Such individual(s) are personally known to me or produced ____________ as identification.
Date: _______________ __________________________________________
_______________________________Notary Public
Notary’s Printed or Typed Name
My Commission Expires:
____________________
|
(Official/Notarial Seal)
|
|
MG REAL ESTATE PARTNERS L.P.
,
a Delaware limited partnership
By:GREENSTREET MANAGEMENT, INC.,
a Delaware corporation, its General Partner
By:________________________________
Name:
Title:
|
*
|
The grantor in the deed is Rexford Park Investors, LLC, which is a disregarded entity. The ultimate owner of the beneficial interests of Rexford Park Investors, LLC is MG Real Estate Partners L.P.
|
a.
|
Engage in any Competitive Activity (as defined below) within the Prohibited Territory (as defined below); or assist anyone else in engaging in Competitive Activity within the Prohibited Territory.
|
i.
|
“Competitive Activity” means competing against the Company by performing the same or substantially similar work as you performed on behalf of the Company at any time during the last twelve (12) months of employment with the Company in a Prohibited Territory for an entity engaged in the Business (as defined below). Notwithstanding the preceding, owning the stock or options to acquire stock totaling less than 5% of the outstanding shares in a public company shall not constitute, by itself, Competitive Activity.
|
ii.
|
“Business” means: (a) a business of marketing, selling, and/or providing services related to internet-based loan brokerage or online lead generation for financial services products and/or home services products; and (b) the business engaged in by the Company as of your last day of employment with the Company.
|
iii.
|
“Prohibited Territory” means: a) each city and county (or equivalent local unit of government) where you assisted the Company to engage in the Business at any time during the last (12) months of your employment with the Company; and b) any territory assigned to you by the Company at any time during the last twelve (12) months of your employment with the Company.
|
b.
|
Solicit customers with whom you have business dealings as part of your work for the Company to be customers of products or services that are competitive with the products or services of the Company.
|
c.
|
Solicit or attempt to persuade other Company employees to leave the Company.
|
1.
|
Definitions.
|
2.
|
Non-solicitation of Protected Employees
. You understand and agree that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted to your own use. Accordingly, you hereby agree that during the Restricted Period you shall not directly or indirectly on your own behalf or as a Principal or Representative of any Person or otherwise solicit or induce any Protected Employee to terminate his or her employment relationship with the Company or to enter into employment with any other Person. References to “Company” in this definition include the Company and any affiliate of the Company.
|
3.
|
Restriction on Relationships with Protected Customers
. You understand and agree that the relationship between the Company and each of its Protected Customers constitutes a valuable asset of the Company and may not be converted to your own use. Accordingly, you hereby agree that, during the Restricted Period, you shall not, without the prior written consent of LendingTree, Inc., directly or indirectly, on your own behalf or as a Principal or Representative of any Person, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer for the purpose of providing or selling Competitive Services; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom you had Material Contact on the Company's behalf during the twelve (12) months immediately preceding the Determination Date. For purposes of this Section, you had "
Material Contact
" with a Protected Customer if (a) you had direct business dealings with the Protected Customer on the Company's behalf or (b) you were responsible for supervising or coordinating the dealings between the Company and the Protected Customer. References to “Company” in this definition include the Company and any affiliate of the Company.
|
4.
|
Covenant not to Compete
. You agree and covenant that during the Restrictive Period you will not, without LendingTree, Inc.’s prior written consent, which may be granted or withheld in the sole discretion of LendingTree, Inc,, directly or indirectly, (i) for yourself; (ii) as a consultant, manager, supervisor, employee or owner; or (iii) as an independent contractor, engage in activities related to Competitive Services for any Person which markets, sells or otherwise provides Competitive Services in the geographical areas in which the Company (or any affiliate) does business;
provided, however
, that the ownership by you of not more than five percent (5%) of the shares of any publicly traded class of stock of any corporation shall not be deemed, in and of itself, to violate the foregoing prohibitions.
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5.
|
ENFORCEMENT OF RESTRICTED COVENANTS.
|
i.
|
Rights and Remedies upon Breach
. In the event you breach, or threaten to commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall have the right and remedy to enjoin, preliminarily and permanently, you from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. In addition, the Restricted Period shall be extended for the period of any such breach or threatened breach.
|
ii.
|
Severability of Covenants
. You acknowledge and agree that the Restrictive Covenants are reasonable and valid in time and scope and in all other respects. The covenants set forth in this Section shall be considered and construed as separate and independent covenants. Should any part or provision of any covenant be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision contained herein. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, the territory, the definition of activities or the definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Company and you in agreeing to the provisions of this Agreement will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws.
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6.
|
Confidentiality
. You agree to keep secret and retain in strictest confidence, and shall not use for the benefit of yourself or others or disclose to others, any confidential and proprietary information of the Company, including but not limited to information and materials relating to the internal operations of the Company, its processes and procedures, trade “know-how”, sales, marketing and distribution methods and strategies, suppliers, customers, prospective customers, services, terms of contracts, pricing policies, business plans, research and development projects and any and all other business affairs of the Company (collectively,
“
Confidential Information
”
). Confidential Information does not include any information or material generally available to the public. You agree that the existence of and the terms and provisions of this Agreement shall remain and be kept strictly confidential. This confidentiality provision applies to and expressly prohibits all communications to any person or entity, including, without limitation, communications to any present, former or future Company employee. References to “Company” in this definition include the Company and any affiliate of the Company.
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Name
|
Jurisdiction of Formation
|
LendingTree, LLC
|
DE
|
Tree BU Holding Company, Inc.
|
DE
|
DegreeTree, Inc.
|
DE
|
Iron Horse Holdings, LLC
|
DE
|
Rexford Office Holdings, LLC
|
DE
|
Home Loan Center, Inc.
|
CA
|
HLC Escrow, Inc.
|
CA
|
LT Real Estate, Inc.
|
DE
|
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 annual report on Form 10-K for the period ended
December 31, 2016
of LendingTree, 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/ GABRIEL DALPORTO
|
|
|
Gabriel Dalporto
Chief Financial Officer
(principal financial officer)
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended
December 31, 2016
of LendingTree, 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 LendingTree, Inc.
|
|
|
|
|
Dated:
|
February 28, 2017
|
|
/s/ DOUGLAS R. LEBDA
|
|
|
|
Douglas R. Lebda
Chairman and Chief Executive Officer
(principal executive officer)
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended
December 31, 2016
of LendingTree, 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 LendingTree, Inc.
|
|
|
|
|
Dated:
|
February 28, 2017
|
|
/s/ GABRIEL DALPORTO
|
|
|
|
Gabriel Dalporto
Chief Financial Officer
(principal financial officer)
|