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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-2414818
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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TREE
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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(1)
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Consumer Request. Consumers complete a single request form with information regarding the type of mortgage 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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Consumer Request Form Matching and Transmission. Our proprietary systems and technology match a given consumer's request form data, credit profile and geographic location against certain pre-established criteria of Network Partners, which may be modified from time to time. Once a given request passes through the matching process, the request is automatically transmitted to up to five participating Network Partners.
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(3)
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Lender Evaluation and Response. Network Partners that receive a consumer 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 Partners and any conditional offers are presented to the consumer upon completion of the consumer 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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•
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An alternative "short-form" matching process, which provides them with lender contact information rather than conditional offers from Network Partners.
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•
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A "rate table" loan marketplace, where consumers can enter their loan and credit profile and dynamically view real-time rates from lenders without entering their contact information.
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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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•
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Reverse mortgage loans, which are a loan product available to qualifying homeowners age 62 or older.
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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. During the fourth quarter of 2016, we purchased CompareCards, a leader in the online credit card comparison industry, enhancing this product.
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•
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Personal loans, which are unsecured obligations generally carrying shorter terms and smaller loan amounts than home mortgages.
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•
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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. During the third quarter of 2017, we purchased SnapCap, an online platform with a concierge-based approach to connecting business owners with sources of credit, enhancing this product.
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•
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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. During the second quarter of 2016, we purchased SimpleTuition, a leading online marketing platform for student loans, and during the third quarter of 2018, we purchased Student Loan Hero, a personal finance website dedicated to helping student loan borrowers manage their student debt, enhancing this product.
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•
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Deposit accounts, through which consumers can access depository deals and analysis covering all major deposit product categories. On June 14, 2017, we acquired DepositAccounts.com, a leading consumer-facing media property in the depository industry and is one of the most comprehensive sources of depository deals and analysis on the Internet, covering all major deposit product categories through editorial content, programmatic rate tables and user-generated content.
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•
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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. During the second quarter of 2018, we purchased Ovation, a leading provider of credit services with a strong customer service reputation, enhancing this product.
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•
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Debt relief services, through which consumers can obtain assistance negotiating existing loans.
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•
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Home improvement services, through which consumers have the opportunity to research and find home improvement professional services. Effective in the first quarter of 2019, we no longer offer home improvement services.
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•
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Revenue earned through resale of online advertising space to third parties is also classified in other products. Effective in the first quarter of 2020, we no longer resell online advertising space.
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•
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The Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the Real Estate Settlement Procedures Act (“RESPA”), and similar state laws, all of which place certain restrictions on the manner in which consumer loans are marketed and originated, and some of which impose 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;
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•
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The Dodd-Frank Wall Street Reform and Consumer Protection Act, which imposes, among other things, limitations on fees charged by mortgage lenders, and requirements related to mortgage disclosures;
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•
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Federal and State licensing laws such as the Secure and Fair Enforcement of Mortgage Licensing Act of 2008 (the "SAFE Act");
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•
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Federal and state laws, which impose restrictions on activities conducted through telephone, mail, email, mobile device or the Internet, including the Telemarketing Sales Rule ("TSR"), the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act and the Federal Trade Commission Act;
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•
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Federal and state laws relating to offering of credit repair services to consumers, including such laws that impose restrictions on the usage and storage of consumer credit information such as the Credit Repair Organizations Act ("CROA") and the Fair Credit Reporting Act; and
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•
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Federal and state laws and regulations relating to data privacy and security, such as the California Consumer Privacy Act ("CCPA"), which impact how we collect, use, store, share and otherwise process personal information of consumers and other individuals.
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•
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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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•
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credit losses among credit card issuers may increase beyond normal and budgeted levels which could cause a reduction in demand;
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•
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interest rate increases may make balance transfer cards less profitable for issuers;
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•
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credit card issuers and other advertisers in the business verticals in which we operate may be unwilling to advertise on our websites or mobile applications;
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•
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changes in application approval rates by credit card issuer customers;
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•
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increased competition and its effect on our website traffic, click-through rates, advertising rates, revenue, margins, and market share;
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•
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ability to provide competitive service to credit card issuers and to consumers using our online offerings and other platforms;
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•
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credit card issuers may determine that the online digital marketing channel is no longer a viable marketing platform for generating new credit card customers;
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•
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our ability to maintain brand recognition for both LendingTree and CompareCards and to effectively leverage the LendingTree brand with the CompareCards brand; and
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•
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our ability to develop new products and services and enhance existing ones.
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•
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adverse conditions in the economy may affect insurance carriers and their willingness to issue policies;
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•
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covered losses among insurance carriers may increase beyond normal and budgeted levels which could cause a reduction in demand;
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•
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insurance carriers and other advertisers in the business verticals in which we or QuoteWizard operate may be unwilling to advertise on our or QuoteWizard’s websites or mobile applications;
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•
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major publishers may determine they no longer want QuoteWizard as an advertising partner;
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•
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changes in underwriting approval rates by insurance carrier customers;
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•
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increased competition and its effect on our or QuoteWizard’s website traffic, click-through rates, advertising rates, revenue, margins, and market share;
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•
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the cost of media may rise at a faster pace than QuoteWizard's monetization of traffic;
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•
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ability to provide competitive service to insurance carriers and to consumers using QuoteWizard’s and our online offerings and other platforms;
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•
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insurance carriers may determine that the online digital marketing channel is no longer a viable marketing platform for generating new insurance customers;
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•
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government regulatory agencies may hinder or disallow the operation of QuoteWizard's marketplace;
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•
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our ability to maintain brand recognition for both LendingTree and QuoteWizard and to effectively leverage the LendingTree brand with the QuoteWizard brand;
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•
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our ability to develop new products and services and enhance existing ones;
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•
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our ability to retain key employees of QuoteWizard;
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•
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costs and expenses associated with any undisclosed or potential liabilities;
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•
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that the business acquired in the acquisition may not continue to perform as well as anticipated; and
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•
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assumed liabilities associated with QuoteWizard’s historical operations, including liabilities arising from privacy and security regulations or security breaches.
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•
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Implementing, at an acceptable cost, product features offered by our competitors and/or expected by consumers, lenders and lead purchasers;
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•
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Market acceptance by consumers, lenders and lead purchasers;
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•
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Offerings by current and future competitors;
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•
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Our ability to attract and retain management and other skilled personnel for these businesses;
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•
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Our ability to collect amounts owed to us from third parties;
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•
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Our ability to develop successful and cost-effective marketing campaigns; and
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•
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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 Network Partners.
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•
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cease selling or using products or services that incorporate the intellectual property rights that we allegedly infringe, misappropriate or violate;
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•
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make substantial payments for legal fees, settlement payments or other costs or damages;
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•
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obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or
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•
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redesign or rebrand the allegedly infringing products or services to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible.
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•
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that senior management’s attention may be diverted from the management of daily operations to the integration of the businesses acquired in the acquisition;
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•
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we may be unable to retain key employees of businesses acquired;
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•
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our ability to fully integrate the businesses acquired;
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•
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costs and expenses associated with any undisclosed or potential liabilities;
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•
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that the businesses acquired in the acquisition may not perform as well as anticipated;
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•
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adverse conditions in the economy may affect the lenders or insurance carriers or other customers of the acquired businesses and their willingness to issue new credit, write new policies or otherwise expand their businesses;
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•
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advertisers in the business verticals in which we or the acquired businesses operate may be unwilling to advertise on our websites or mobile applications;
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•
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increased competition and its effect on our or the acquired businesses' website traffic, click-through rates, submitted consumer requests, advertising rates, revenue, margins, and market share;
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•
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our ability to maintain brand recognition for both us and the acquired businesses and to effectively leverage the LendingTree brand with the newly acquired brands;
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•
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our ability to develop new products and services and enhance existing ones;
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•
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assumed liabilities associated with the historical operations of the acquired businesses, including as a result of privacy regulations or data breaches.
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•
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incur additional indebtedness;
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•
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grant liens;
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•
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make loans and investments;
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•
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enter into mergers or make certain fundamental changes;
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•
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make certain restricted payments, including dividends, distributions, stock repurchases or redemptions;
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•
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sell assets;
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•
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enter into transactions with affiliates;
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•
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enter into restrictive transactions;
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•
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enter into sale and leaseback transactions;
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•
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enter into hedging transactions; and
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•
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engage in certain other transactions without the prior consent of the lenders.
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•
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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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•
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impairment of goodwill or intangible assets;
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•
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a reduction in the useful lives of intangible assets acquired;
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•
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impairment of long-lived assets;
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•
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identification of, or changes to, assumed contingent liabilities;
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•
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changes in the fair value of any contingent consideration;
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•
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charges to our operating results due to duplicative pre-merger activities;
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•
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charges to our operating results from expenses incurred to effect the acquisition; and
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•
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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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•
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our ability to attract new customers and retain existing customers;
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•
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the timing and success of introductions of new services;
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•
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rapid technological change, frequent new product introductions and evolving industry standards;
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•
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variations in our quarterly operating and financial results or our projected operating and financial results;
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•
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failure to meet analysts' earnings estimates;
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•
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publication of research reports about us, our Network Partners or our industry;
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•
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additions or departures of key management personnel;
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•
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adverse market reaction to any indebtedness we may incur or preferred or common stock we may issue in the future;
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•
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actions by stockholders, including "activist" investors;
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•
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changes in market valuations of other companies in our industry, including our customers and competitors;
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•
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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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•
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increased competition from one or more large, well-established technology companies;
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•
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systems, data center and internet failures, breaches and service interruptions;
|
•
|
speculation in the press or investment community, including the short selling of our common stock;
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•
|
our ability to expand internationally;
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•
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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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•
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threatened or actual ligation;
|
•
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loss of key employees;
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•
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changes in estimated fair value of contingent consideration related to acquisitions; and
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•
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changes in general economic or market conditions.
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•
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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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•
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Prohibit cumulative voting in the election of directors;
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•
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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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•
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Provide that only our board of directors may change the size of our board of directors;
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•
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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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•
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Prohibit stockholders from taking action by written consent.
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Period
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Total Number of
Shares Purchased (1)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (2)
|
|
Approximate
Dollar Value of Shares
that May Yet be
Purchased Under the
Plans or Programs
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||||||
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(in thousands)
|
||||||
10/1/19 - 10/31/19
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4,993
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|
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$
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316.36
|
|
|
—
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|
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$
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180,857
|
|
11/1/19 - 11/30/19
|
|
318
|
|
|
$
|
366.02
|
|
|
—
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|
|
$
|
180,857
|
|
12/1/19 - 12/31/19
|
|
4,422
|
|
|
$
|
286.28
|
|
|
4,151
|
|
|
$
|
179,673
|
|
Total
|
|
9,733
|
|
|
$
|
304.32
|
|
|
4,151
|
|
|
$
|
179,673
|
|
(1)
|
During October 2019, November 2019 and December 2019, 4,993 shares, 318 shares and 271 shares, respectively (totaling 5,582 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock units, all in accordance with our Sixth Amended and Restated 2008 Stock and Award Incentive Plan and 2017 Inducement Grant 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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2019
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|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
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(in thousands, except per share amounts)
|
||||||||||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue(1)
|
$
|
1,106,603
|
|
|
$
|
764,865
|
|
|
$
|
617,736
|
|
|
$
|
384,402
|
|
|
$
|
254,216
|
|
Income from continuing operations (2)
|
39,460
|
|
|
109,319
|
|
|
19,418
|
|
|
31,208
|
|
|
51,316
|
|
|||||
Loss from discontinued operations (3)
|
(21,632
|
)
|
|
(12,820
|
)
|
|
(3,840
|
)
|
|
(3,714
|
)
|
|
(3,269
|
)
|
|||||
Net income and comprehensive income
|
17,828
|
|
|
96,499
|
|
|
15,578
|
|
|
27,494
|
|
|
48,047
|
|
|||||
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|
|
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|
||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
12,834
|
|
|
12,504
|
|
|
11,945
|
|
|
11,812
|
|
|
11,516
|
|
|||||
Diluted
|
14,619
|
|
|
14,097
|
|
|
13,682
|
|
|
12,773
|
|
|
12,541
|
|
|||||
Income per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
$
|
3.07
|
|
|
$
|
8.74
|
|
|
$
|
1.63
|
|
|
$
|
2.64
|
|
|
$
|
4.46
|
|
Diluted
|
$
|
2.70
|
|
|
$
|
7.75
|
|
|
$
|
1.42
|
|
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$
|
2.44
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|
|
$
|
4.09
|
|
Loss per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
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|
|||||||
Basic
|
$
|
(1.69
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.28
|
)
|
Diluted
|
$
|
(1.48
|
)
|
|
$
|
(0.91
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.26
|
)
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
1.39
|
|
|
$
|
7.72
|
|
|
$
|
1.30
|
|
|
$
|
2.33
|
|
|
$
|
4.17
|
|
Diluted
|
$
|
1.22
|
|
|
$
|
6.85
|
|
|
$
|
1.14
|
|
|
$
|
2.15
|
|
|
$
|
3.83
|
|
Cash dividend per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents (4) (5) (6) (7) (8) (9) (10)
|
$
|
60,243
|
|
|
$
|
105,102
|
|
|
$
|
368,550
|
|
|
$
|
91,131
|
|
|
$
|
206,975
|
|
Total assets (4) (6) (7)
|
$
|
947,969
|
|
|
$
|
896,115
|
|
|
$
|
693,459
|
|
|
$
|
323,427
|
|
|
$
|
295,781
|
|
Total long-term liabilities (5) (7) (8) (9)
|
$
|
314,937
|
|
|
$
|
287,954
|
|
|
$
|
251,069
|
|
|
$
|
25,285
|
|
|
$
|
612
|
|
Total shareholders' equity (4) (7)
|
$
|
402,326
|
|
|
$
|
346,208
|
|
|
$
|
294,874
|
|
|
$
|
231,435
|
|
|
$
|
241,142
|
|
(1)
|
See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for the Years Ended December 31, 2019 and 2018—Revenue for a discussion of revenue.
|
(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.
|
(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, 2019 and 2018—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 for each of 2017 and 2018. Total long-term liabilities at the end of 2016 included the fair value of the contingent consideration of $23.1 million. The full potential contingent consideration of $45.0 million was paid in 2018.
|
(6)
|
In December 2016, we acquired two office buildings in Charlotte, North Carolina for $23.5 million in cash. In May 2019, the office buildings were sold to an unrelated third party for a sale price of $24.4 million. For additional information, see Note 7—Assets Held for Sale in the notes to the consolidated financial statements included elsewhere in this report.
|
(7)
|
In May 2017, we issued $300.0 million aggregate principal amount of our 0.625% Convertible Senior Notes due June 1, 2022 and, in connection therewith, entered into Convertible Note Hedge and Warrant transactions with respect to our common stock. For more information, see Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this report.
|
(8)
|
In June 2017, we acquired DepositAccounts for $24.0 million in cash at closing and contingent consideration payments of up to $9.0 million, and acquired MagnifyMoney for $29.6 million in cash at closing. In September 2017, we acquired SnapCap for $11.9 million in cash at closing and up to three additional contingent consideration payments, each ranging from zero to $3.0 million. Total long-term liabilities at the end of 2017 included the fair value of DepositAccounts non-current contingent consideration of $4.3 million and the fair value of SnapCap contingent consideration of $7.0 million. Total long-term liabilities at the end of 2018 included the fair value of SnapCap non-current contingent consideration of $3.7 million.
|
(9)
|
In June 2018, we acquired Ovation for $12.2 million in cash at closing and up to two contingent consideration payments, each ranging from zero to $4.4 million. In July 2018, we acquired Student Loan Hero for $60.7 million in cash at closing. In October 2018, we acquired QuoteWizard for $299.9 million in cash at closing, which was funded through $174.9 million of cash on hand and by $125.0 million drawn on our 2017 Revolving Credit Facility, and up to three contingent consideration payments, each ranging from zero to $23.4 million. Total long-term liabilities at the end of 2018 included the fair value of Ovation non-current contingent consideration of $3.3 million and the fair value of QuoteWizard contingent consideration of $20.7 million. Total long-term liabilities at the end of 2019 included the fair value of QuoteWizard contingent consideration of $24.4 million.
|
(10)
|
In January 2019, we acquired ValuePenguin for $106.1 million in cash at closing, which was funded through $16.1 million of cash on hand and by $90.0 million drawn on our 2017 Revolving Credit Facility.
|
|
Year Ended December 31,
|
|
2019 vs. 2018
|
|||||||||
|
2019
|
2018
|
|
$
Change
|
%
Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||
Home
|
$
|
277,935
|
|
$
|
319,176
|
|
|
$
|
(41,241
|
)
|
(13
|
)%
|
Consumer
|
515,037
|
|
395,615
|
|
|
119,422
|
|
30
|
%
|
|||
Insurance
|
284,792
|
|
31,369
|
|
|
253,423
|
|
808
|
%
|
|||
Other
|
28,839
|
|
18,705
|
|
|
10,134
|
|
54
|
%
|
|||
Revenue
|
1,106,603
|
|
764,865
|
|
|
341,738
|
|
45
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below)
|
68,379
|
|
36,399
|
|
|
31,980
|
|
88
|
%
|
|||
Selling and marketing expense
|
735,180
|
|
500,291
|
|
|
234,889
|
|
47
|
%
|
|||
General and administrative expense
|
116,847
|
|
101,219
|
|
|
15,628
|
|
15
|
%
|
|||
Product development
|
39,953
|
|
26,958
|
|
|
12,995
|
|
48
|
%
|
|||
Depreciation
|
10,998
|
|
7,385
|
|
|
3,613
|
|
49
|
%
|
|||
Amortization of intangibles
|
55,241
|
|
23,468
|
|
|
31,773
|
|
135
|
%
|
|||
Change in fair value of contingent consideration
|
28,402
|
|
10,788
|
|
|
17,614
|
|
163
|
%
|
|||
Severance
|
1,026
|
|
2,352
|
|
|
(1,326
|
)
|
(56
|
)%
|
|||
Litigation settlements and contingencies
|
(151
|
)
|
(186
|
)
|
|
35
|
|
19
|
%
|
|||
Total costs and expenses
|
1,055,875
|
|
708,674
|
|
|
347,201
|
|
49
|
%
|
|||
Operating income
|
50,728
|
|
56,191
|
|
|
(5,463
|
)
|
(10
|
)%
|
|||
Other (expense) income, net:
|
|
|
|
|
|
|
|
|||||
Interest expense, net
|
(20,271
|
)
|
(12,437
|
)
|
|
(7,834
|
)
|
(63
|
)%
|
|||
Other income (expense)
|
524
|
|
(10
|
)
|
|
534
|
|
5,340
|
%
|
|||
Income before income taxes
|
30,981
|
|
43,744
|
|
|
(12,763
|
)
|
(29
|
)%
|
|||
Income tax benefit
|
8,479
|
|
65,575
|
|
|
(57,096
|
)
|
(87
|
)%
|
|||
Net income from continuing operations
|
39,460
|
|
109,319
|
|
|
(69,859
|
)
|
(64
|
)%
|
|||
Loss from discontinued operations, net of tax
|
(21,632
|
)
|
(12,820
|
)
|
|
(8,812
|
)
|
(69
|
)%
|
|||
Net income and comprehensive income
|
$
|
17,828
|
|
$
|
96,499
|
|
|
$
|
(78,671
|
)
|
(82
|
)%
|
|
Year Ended December 31,
|
|
2019 vs. 2018
|
||||||||||
|
2019
|
|
2018
|
|
$
Change
|
%
Change
|
|||||||
|
(Dollars in thousands)
|
||||||||||||
Online
|
$
|
653,739
|
|
|
$
|
453,066
|
|
|
$
|
200,673
|
|
44
|
%
|
Broadcast
|
20,972
|
|
|
5,974
|
|
|
14,998
|
|
251
|
%
|
|||
Other
|
13,469
|
|
|
10,908
|
|
|
2,561
|
|
23
|
%
|
|||
Total advertising expense
|
$
|
688,180
|
|
|
$
|
469,948
|
|
|
$
|
218,232
|
|
46
|
%
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except percentages)
|
||||||
Income tax benefit
|
$
|
8,479
|
|
|
$
|
65,575
|
|
Effective tax rate
|
(27.4
|
)%
|
|
(149.9
|
)%
|
|
Year Ended December 31,
|
|
2019 vs. 2018
|
|||||||||
|
2019
|
2018
|
|
$
Change |
%
Change |
|||||||
|
(Dollars in thousands)
|
|||||||||||
Home
|
$
|
103,121
|
|
$
|
104,701
|
|
|
$
|
(1,580
|
)
|
(2
|
)%
|
Consumer
|
213,185
|
|
187,724
|
|
|
25,461
|
|
14
|
%
|
|||
Insurance
|
114,639
|
|
11,358
|
|
|
103,281
|
|
909
|
%
|
|||
Other
|
1,373
|
|
1,354
|
|
|
19
|
|
1
|
%
|
|||
Segment profit
|
$
|
432,318
|
|
$
|
305,137
|
|
|
$
|
127,181
|
|
42
|
%
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net income from continuing operations
|
$
|
39,460
|
|
|
$
|
109,319
|
|
Adjustments to reconcile to Adjusted EBITDA:
|
|
|
|
||||
Amortization of intangibles
|
55,241
|
|
|
23,468
|
|
||
Depreciation
|
10,998
|
|
|
7,385
|
|
||
Severance
|
1,026
|
|
|
2,352
|
|
||
(Gain) loss on impairments and disposal of assets
|
(945
|
)
|
|
2,210
|
|
||
Non-cash compensation
|
52,167
|
|
|
44,365
|
|
||
Change in fair value of contingent consideration
|
28,402
|
|
|
10,788
|
|
||
Acquisition expense
|
211
|
|
|
6,303
|
|
||
Litigation settlements and contingencies
|
(151
|
)
|
|
(186
|
)
|
||
Interest expense, net
|
20,271
|
|
|
12,437
|
|
||
Rental amortization of intangibles and depreciation
|
—
|
|
|
630
|
|
||
Income tax benefit
|
(8,479
|
)
|
|
(65,575
|
)
|
||
Adjusted EBITDA
|
$
|
198,201
|
|
|
$
|
153,496
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
157,174
|
|
|
$
|
123,948
|
|
Net cash used in investing activities
|
$
|
(101,060
|
)
|
|
$
|
(383,038
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(87,678
|
)
|
|
$
|
4,843
|
|
|
Payments Due By Period as of December 31, 2019
|
||||||||||||||
Contractual Obligations (a)
|
Total
|
Less Than
1 Year
|
1-3 Years
|
3-5 Years
|
More Than
5 Years
|
||||||||||
Operating lease obligations (b)
|
$
|
31,767
|
|
$
|
8,060
|
|
$
|
11,229
|
|
$
|
8,667
|
|
$
|
3,811
|
|
Long-term contractual obligations (c)
|
176,980
|
|
15,312
|
|
43,019
|
|
17,400
|
|
101,249
|
|
|||||
Convertible debt
|
299,991
|
|
—
|
|
299,991
|
|
—
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
508,738
|
|
$
|
23,372
|
|
$
|
354,239
|
|
$
|
26,067
|
|
$
|
105,060
|
|
(a)
|
Excludes potential obligations under surety bonds. Excludes a $2.1 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 and office equipment.
|
(c)
|
Includes a liability of $33.5 million for the estimated fair value of contingent consideration obligations reflected on the balance sheet for the acquisitions of SnapCap, Ovation and QuoteWizard. Actual contingent consideration payments could range from zero to $1.0 million for DepositAccounts, $3.0 million to $6.0 million for SnapCap, zero to $4.4 million for Ovation, and zero to $46.8 million for QuoteWizard. Also includes $143.5 million of certain other commitments.
|
|
|
Page
Number
|
LENDINGTREE, INC. AND SUBSIDIARIES:
|
||
|
||
CONSOLIDATED FINANCIAL STATEMENTS:
|
|
|
|
Consolidated Statements of Operations and Comprehensive Income
|
|
|
||
|
||
|
||
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
Revenue
|
$
|
1,106,603
|
|
|
$
|
764,865
|
|
|
$
|
617,736
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below)
|
68,379
|
|
|
36,399
|
|
|
17,223
|
|
|||
Selling and marketing expense
|
735,180
|
|
|
500,291
|
|
|
432,784
|
|
|||
General and administrative expense
|
116,847
|
|
|
101,219
|
|
|
71,541
|
|
|||
Product development
|
39,953
|
|
|
26,958
|
|
|
17,925
|
|
|||
Depreciation
|
10,998
|
|
|
7,385
|
|
|
7,085
|
|
|||
Amortization of intangibles
|
55,241
|
|
|
23,468
|
|
|
12,992
|
|
|||
Change in fair value of contingent consideration
|
28,402
|
|
|
10,788
|
|
|
23,931
|
|
|||
Severance
|
1,026
|
|
|
2,352
|
|
|
404
|
|
|||
Litigation settlements and contingencies
|
(151
|
)
|
|
(186
|
)
|
|
718
|
|
|||
Total costs and expenses
|
1,055,875
|
|
|
708,674
|
|
|
584,603
|
|
|||
Operating income
|
50,728
|
|
|
56,191
|
|
|
33,133
|
|
|||
Other (expense) income, net:
|
|
|
|
|
|
||||||
Interest expense, net
|
(20,271
|
)
|
|
(12,437
|
)
|
|
(7,028
|
)
|
|||
Other income (expense)
|
524
|
|
|
(10
|
)
|
|
(396
|
)
|
|||
Income before income taxes
|
30,981
|
|
|
43,744
|
|
|
25,709
|
|
|||
Income tax benefit (expense)
|
8,479
|
|
|
65,575
|
|
|
(6,291
|
)
|
|||
Net income from continuing operations
|
39,460
|
|
|
109,319
|
|
|
19,418
|
|
|||
Loss from discontinued operations, net of tax
|
(21,632
|
)
|
|
(12,820
|
)
|
|
(3,840
|
)
|
|||
Net income and comprehensive income
|
$
|
17,828
|
|
|
$
|
96,499
|
|
|
$
|
15,578
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
12,834
|
|
|
12,504
|
|
|
11,945
|
|
|||
Diluted
|
14,619
|
|
|
14,097
|
|
|
13,682
|
|
|||
Income per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.07
|
|
|
$
|
8.74
|
|
|
$
|
1.63
|
|
Diluted
|
$
|
2.70
|
|
|
$
|
7.75
|
|
|
$
|
1.42
|
|
Loss per share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.69
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
(1.48
|
)
|
|
$
|
(0.91
|
)
|
|
$
|
(0.28
|
)
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.39
|
|
|
$
|
7.72
|
|
|
$
|
1.30
|
|
Diluted
|
$
|
1.22
|
|
|
$
|
6.85
|
|
|
$
|
1.14
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands, except par value
and share amounts)
|
||||||
ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
60,243
|
|
|
$
|
105,102
|
|
Restricted cash and cash equivalents
|
96
|
|
|
56
|
|
||
Accounts receivable (net of allowance of $1,466 and $1,143, respectively)
|
113,487
|
|
|
91,072
|
|
||
Prepaid and other current assets
|
15,516
|
|
|
16,428
|
|
||
Assets held for sale (Note 7)
|
—
|
|
|
21,328
|
|
||
Current assets of discontinued operations (Note 20)
|
84
|
|
|
185
|
|
||
Total current assets
|
189,426
|
|
|
234,171
|
|
||
Property and equipment (net of accumulated depreciation of $17,979 and $13,887, respectively)
|
31,363
|
|
|
23,175
|
|
||
Goodwill
|
420,139
|
|
|
348,347
|
|
||
Intangible assets, net
|
181,580
|
|
|
205,699
|
|
||
Deferred income tax assets
|
87,664
|
|
|
79,289
|
|
||
Other non-current assets
|
29,849
|
|
|
2,168
|
|
||
Non-current assets of discontinued operations (Note 20)
|
7,948
|
|
|
3,266
|
|
||
Total assets
|
$
|
947,969
|
|
|
$
|
896,115
|
|
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Revolving credit facility
|
$
|
75,000
|
|
|
$
|
125,000
|
|
Accounts payable, trade
|
2,873
|
|
|
15,074
|
|
||
Accrued expenses and other current liabilities
|
112,755
|
|
|
93,190
|
|
||
Current contingent consideration
|
9,028
|
|
|
11,080
|
|
||
Current liabilities of discontinued operations (Note 20)
|
31,050
|
|
|
17,609
|
|
||
Total current liabilities
|
230,706
|
|
|
261,953
|
|
||
Long-term debt
|
264,391
|
|
|
250,943
|
|
||
Non-current contingent consideration
|
24,436
|
|
|
27,757
|
|
||
Deferred income tax liabilities
|
—
|
|
|
894
|
|
||
Other non-current liabilities
|
26,110
|
|
|
8,360
|
|
||
Total liabilities
|
545,643
|
|
|
549,907
|
|
||
Commitments and contingencies (Notes 15 and 16)
|
|
|
|
||||
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; 15,676,819 and 15,428,351 shares issued, respectively, and 13,035,501 and 12,809,764 shares outstanding, respectively
|
157
|
|
|
154
|
|
||
Additional paid-in capital
|
1,177,984
|
|
|
1,134,227
|
|
||
Accumulated deficit
|
(592,654
|
)
|
|
(610,482
|
)
|
||
Treasury stock; 2,641,318 and 2,618,587 shares, respectively
|
(183,161
|
)
|
|
(177,691
|
)
|
||
Total shareholders' equity
|
402,326
|
|
|
346,208
|
|
||
Total liabilities and shareholders' equity
|
$
|
947,969
|
|
|
$
|
896,115
|
|
|
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
|
|
||||||||||||||||||
|
Total
|
|
Number
of Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Number
of Shares
|
|
Amount
|
|
Noncontrolling
Interest
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||
Balance as of December 31, 2016
|
$
|
231,435
|
|
|
13,955
|
|
|
$
|
140
|
|
|
$
|
1,018,010
|
|
|
$
|
(722,630
|
)
|
|
2,164
|
|
|
$
|
(64,085
|
)
|
|
$
|
—
|
|
Net income and comprehensive income
|
15,578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-cash compensation
|
23,361
|
|
|
—
|
|
|
—
|
|
|
23,361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
(21,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
(21,000
|
)
|
|
—
|
|
||||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes
|
1,601
|
|
|
263
|
|
|
2
|
|
|
1,599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative effect adjustment due to ASU 2016-09
|
985
|
|
|
—
|
|
|
—
|
|
|
2,287
|
|
|
(1,302
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of 0.625% Convertible Senior Notes, net
|
60,415
|
|
|
—
|
|
|
—
|
|
|
60,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Convertible note hedge
|
(61,500
|
)
|
|
—
|
|
|
—
|
|
|
(61,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sale of warrants
|
43,410
|
|
|
—
|
|
|
—
|
|
|
43,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Noncontrolling interest
|
589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
589
|
|
||||||
Balance as of December 31, 2017
|
$
|
294,874
|
|
|
14,218
|
|
|
$
|
142
|
|
|
$
|
1,087,582
|
|
|
$
|
(708,354
|
)
|
|
2,239
|
|
|
$
|
(85,085
|
)
|
|
$
|
589
|
|
Net income and comprehensive income
|
96,499
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,499
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-cash compensation
|
44,365
|
|
|
—
|
|
|
—
|
|
|
44,365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
(92,606
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
379
|
|
|
(92,606
|
)
|
|
—
|
|
||||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes
|
2,217
|
|
|
1,210
|
|
|
12
|
|
|
2,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative effect adjustment due to ASU 2014-09
|
1,373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition of noncontrolling interest
|
(510
|
)
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(589
|
)
|
||||||
Other
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance as of December 31, 2018
|
$
|
346,208
|
|
|
15,428
|
|
|
$
|
154
|
|
|
$
|
1,134,227
|
|
|
$
|
(610,482
|
)
|
|
2,618
|
|
|
$
|
(177,691
|
)
|
|
$
|
—
|
|
Net income and comprehensive income
|
17,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-cash compensation
|
52,167
|
|
|
—
|
|
|
—
|
|
|
52,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
(5,470
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
(5,470
|
)
|
|
—
|
|
||||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes
|
(8,406
|
)
|
|
249
|
|
|
3
|
|
|
(8,409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance as of December 31, 2019
|
$
|
402,326
|
|
|
15,677
|
|
|
$
|
157
|
|
|
$
|
1,177,984
|
|
|
$
|
(592,654
|
)
|
|
2,641
|
|
|
$
|
(183,161
|
)
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
|
(in thousands)
|
||||||||
Cash flows from operating activities attributable to continuing operations:
|
|
|
|
||||||
Net income and comprehensive income
|
$
|
17,828
|
|
$
|
96,499
|
|
$
|
15,578
|
|
Less: Loss from discontinued operations, net of tax
|
21,632
|
|
12,820
|
|
3,840
|
|
|||
Income from continuing operations
|
39,460
|
|
109,319
|
|
19,418
|
|
|||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations:
|
|
|
|
||||||
(Gain) loss on impairments and disposal of assets
|
(695
|
)
|
2,210
|
|
840
|
|
|||
Amortization of intangibles
|
55,241
|
|
23,468
|
|
12,992
|
|
|||
Depreciation
|
10,998
|
|
7,385
|
|
7,085
|
|
|||
Rental amortization of intangibles and depreciation
|
—
|
|
630
|
|
1,474
|
|
|||
Non-cash compensation expense
|
52,167
|
|
44,365
|
|
23,361
|
|
|||
Deferred income taxes
|
(8,555
|
)
|
(63,901
|
)
|
(6,370
|
)
|
|||
Change in fair value of contingent consideration
|
28,402
|
|
10,788
|
|
23,931
|
|
|||
Bad debt expense
|
1,697
|
|
880
|
|
195
|
|
|||
Amortization of debt issuance costs
|
1,974
|
|
1,776
|
|
1,032
|
|
|||
Write-off of previously-capitalized debt issuance costs
|
333
|
|
—
|
|
90
|
|
|||
Amortization of convertible debt discount
|
12,016
|
|
11,397
|
|
6,385
|
|
|||
ROU asset amortization, offset by change in operating lease liabilities
|
213
|
|
—
|
|
—
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
||||||
Accounts receivable
|
(22,457
|
)
|
(16,820
|
)
|
(11,381
|
)
|
|||
Prepaid and other current assets
|
(3,258
|
)
|
(2,985
|
)
|
(5,358
|
)
|
|||
Accounts payable, accrued expenses and other current liabilities
|
(2,322
|
)
|
14,270
|
|
31,108
|
|
|||
Current contingent consideration
|
(12,500
|
)
|
(21,912
|
)
|
—
|
|
|||
Income taxes receivable
|
4,548
|
|
3,669
|
|
(1,104
|
)
|
|||
Other, net
|
(88
|
)
|
(591
|
)
|
(160
|
)
|
|||
Net cash provided by operating activities attributable to continuing operations
|
157,174
|
|
123,948
|
|
103,538
|
|
|||
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
||||||
Capital expenditures
|
(20,041
|
)
|
(14,907
|
)
|
(8,040
|
)
|
|||
Proceeds from the sale of fixed assets
|
24,077
|
|
—
|
|
—
|
|
|||
Acquisition of intangible assets
|
—
|
|
—
|
|
(5
|
)
|
|||
Acquisition of ValuePenguin, net of cash acquired
|
(105,578
|
)
|
—
|
|
—
|
|
|||
Acquisition of QuoteWizard, net of cash acquired
|
482
|
|
(297,072
|
)
|
—
|
|
|||
Acquisition of Student Loan Hero, net of cash acquired
|
—
|
|
(59,483
|
)
|
—
|
|
|||
Acquisition of Ovation, net of cash acquired
|
—
|
|
(11,566
|
)
|
—
|
|
|||
Acquisition of SnapCap
|
—
|
|
(10
|
)
|
(11,886
|
)
|
|||
Acquisition of DepositAccounts
|
—
|
|
—
|
|
(25,000
|
)
|
|||
Acquisition of MagnifyMoney, net of cash acquired
|
—
|
|
—
|
|
(29,504
|
)
|
|||
Net cash used in investing activities attributable to continuing operations
|
(101,060
|
)
|
(383,038
|
)
|
(74,435
|
)
|
|||
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
|
(8,406
|
)
|
2,217
|
|
1,602
|
|
|||
Contingent consideration payments
|
(21,275
|
)
|
(27,588
|
)
|
—
|
|
|||
Net (repayment of) proceeds from revolving credit facility
|
(50,000
|
)
|
125,000
|
|
—
|
|
|||
Acquisition of noncontrolling interest
|
—
|
|
(499
|
)
|
—
|
|
|||
Proceeds from the issuance of 0.625% Convertible Senior Notes
|
—
|
|
—
|
|
300,000
|
|
|||
Payment of convertible note hedge transactions
|
—
|
|
—
|
|
(61,500
|
)
|
|||
Proceeds from the sale of warrants
|
—
|
|
—
|
|
43,410
|
|
|||
Payment of debt issuance costs
|
(2,518
|
)
|
(583
|
)
|
(10,486
|
)
|
|||
Purchase of treasury stock
|
(5,470
|
)
|
(93,704
|
)
|
(19,901
|
)
|
|||
Other financing activities
|
(9
|
)
|
—
|
|
—
|
|
|||
Net cash (used in) provided by financing activities attributable to continuing operations
|
(87,678
|
)
|
4,843
|
|
253,125
|
|
|||
Total cash (used in) provided by continuing operations
|
(31,564
|
)
|
(254,247
|
)
|
282,228
|
|
|||
Discontinued operations:
|
|
|
|
||||||
Net cash used in operating activities attributable to discontinued operations
|
(13,255
|
)
|
(13,236
|
)
|
(4,807
|
)
|
|||
Total cash used in discontinued operations
|
(13,255
|
)
|
(13,236
|
)
|
(4,807
|
)
|
|||
Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents
|
(44,819
|
)
|
(267,483
|
)
|
277,421
|
|
|||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period
|
105,158
|
|
372,641
|
|
95,220
|
|
|||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period
|
$
|
60,339
|
|
$
|
105,158
|
|
$
|
372,641
|
|
|
|
|
|
||||||
Non-cash investing activities:
|
|
|
|
||||||
Capital additions from tenant improvement allowance
|
$
|
1,111
|
|
$
|
—
|
|
$
|
—
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
7,005
|
|
$
|
3,593
|
|
$
|
1,327
|
|
Income tax payments
|
25
|
|
541
|
|
20,359
|
|
|||
Income tax refunds
|
4,743
|
|
5,678
|
|
133
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of the period
|
$
|
1,143
|
|
|
$
|
675
|
|
|
$
|
1,059
|
|
Charges to earnings
|
1,697
|
|
|
880
|
|
|
195
|
|
|||
Write-off of uncollectible accounts receivable
|
(1,374
|
)
|
|
(412
|
)
|
|
(579
|
)
|
|||
Balance, end of the period
|
$
|
1,466
|
|
|
$
|
1,143
|
|
|
$
|
675
|
|
Asset Category
|
Estimated Useful Lives
|
Computer equipment and capitalized software
|
1 to 5 years
|
Leasehold improvements
|
Lesser of asset life or life of lease
|
Furniture and other equipment
|
7 years
|
Aircraft and automobile
|
5 to 10 years
|
•
|
Management, having the authority to approve the action, commits to a plan to sell the asset or disposal group;
|
•
|
The asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups;
|
•
|
An active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated;
|
•
|
The sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the asset or disposal group beyond one year;
|
•
|
The asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and
|
•
|
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
|
•
|
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,
2017 |
|
Adjustments
due to
ASC Topic 606
|
|
January 1,
2018 |
||||||
Assets:
|
|
|
|
|
|
||||||
Prepaid and other current assets
|
$
|
11,881
|
|
|
$
|
1,903
|
|
|
$
|
13,784
|
|
Deferred income tax assets
|
20,156
|
|
|
(530
|
)
|
|
19,626
|
|
|||
|
|
|
|
|
|
||||||
Shareholders' equity:
|
|
|
|
|
|
||||||
Accumulated deficit
|
$
|
(708,354
|
)
|
|
$
|
1,373
|
|
|
$
|
(706,981
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Home
|
$
|
277,935
|
|
|
$
|
319,176
|
|
|
$
|
340,377
|
|
Credit cards
|
211,294
|
|
|
165,776
|
|
|
147,028
|
|
|||
Personal loans
|
152,729
|
|
|
134,199
|
|
|
88,244
|
|
|||
Other Consumer
|
151,014
|
|
|
95,640
|
|
|
40,819
|
|
|||
Consumer
|
515,037
|
|
|
395,615
|
|
|
276,091
|
|
|||
Insurance
|
284,792
|
|
|
31,369
|
|
|
136
|
|
|||
Other
|
28,839
|
|
|
18,705
|
|
|
1,132
|
|
|||
Total revenue
|
$
|
1,106,603
|
|
|
$
|
764,865
|
|
|
$
|
617,736
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
60,243
|
|
|
$
|
105,102
|
|
Restricted cash and cash equivalents
|
96
|
|
|
56
|
|
||
Total cash, cash equivalents, restricted cash and restricted cash equivalents
|
$
|
60,339
|
|
|
$
|
105,158
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Computer equipment and capitalized software
|
$
|
28,425
|
|
|
$
|
22,847
|
|
Leasehold improvements
|
7,751
|
|
|
4,651
|
|
||
Furniture and other equipment
|
3,993
|
|
|
1,935
|
|
||
Aircraft and automobile
|
2,621
|
|
|
2,621
|
|
||
Projects in progress
|
6,552
|
|
|
5,008
|
|
||
Total gross property and equipment
|
49,342
|
|
|
37,062
|
|
||
Accumulated depreciation
|
(17,979
|
)
|
|
(13,887
|
)
|
||
Total property and equipment, net
|
$
|
31,363
|
|
|
$
|
23,175
|
|
|
Goodwill
|
|
Accumulated Impairment Loss
|
|
Net Goodwill
|
||||||
Balance at December 31, 2017
|
$
|
596,456
|
|
|
$
|
(483,088
|
)
|
|
$
|
113,368
|
|
Acquisition of Ovation
|
11,260
|
|
|
—
|
|
|
11,260
|
|
|||
Acquisition of Student Loan Hero
|
40,856
|
|
|
—
|
|
|
40,856
|
|
|||
Acquisition of QuoteWizard
|
182,863
|
|
|
—
|
|
|
182,863
|
|
|||
Balance at December 31, 2018
|
$
|
831,435
|
|
|
$
|
(483,088
|
)
|
|
$
|
348,347
|
|
Acquisition of Ovation
|
20
|
|
|
—
|
|
|
20
|
|
|||
Acquisition of QuoteWizard
|
33
|
|
|
—
|
|
|
33
|
|
|||
Acquisition of ValuePenguin
|
71,739
|
|
|
—
|
|
|
71,739
|
|
|||
Balance at December 31, 2019
|
$
|
903,227
|
|
|
$
|
(483,088
|
)
|
|
$
|
420,139
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Intangible assets with indefinite lives
|
$
|
10,142
|
|
|
$
|
10,142
|
|
Intangible assets with definite lives, net
|
171,438
|
|
|
195,557
|
|
||
Total intangible assets, net
|
$
|
181,580
|
|
|
$
|
205,699
|
|
|
Weighted Average
Amortization Life
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Technology
|
4.2 years
|
|
$
|
116,200
|
|
|
$
|
(48,938
|
)
|
|
$
|
67,262
|
|
Customer lists
|
13.2 years
|
|
77,300
|
|
|
(12,452
|
)
|
|
64,848
|
|
|||
Trademarks and tradenames
|
4.9 years
|
|
17,200
|
|
|
(6,407
|
)
|
|
10,793
|
|
|||
Website content
|
3.0 years
|
|
51,000
|
|
|
(22,467
|
)
|
|
28,533
|
|
|||
Other
|
3.0 years
|
|
5
|
|
|
(3
|
)
|
|
2
|
|
|||
Balance at December 31, 2019
|
|
|
$
|
261,705
|
|
|
$
|
(90,267
|
)
|
|
$
|
171,438
|
|
|
Weighted Average
Amortization Life
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Technology
|
4.2 years
|
|
$
|
112,400
|
|
|
$
|
(21,022
|
)
|
|
$
|
91,378
|
|
Customer lists
|
12.9 years
|
|
80,200
|
|
|
(7,746
|
)
|
|
72,454
|
|
|||
Trademarks and tradenames
|
4.7 years
|
|
16,742
|
|
|
(3,730
|
)
|
|
13,012
|
|
|||
Website content
|
3.0 years
|
|
24,900
|
|
|
(6,192
|
)
|
|
18,708
|
|
|||
Other
|
3.0 years
|
|
256
|
|
|
(251
|
)
|
|
5
|
|
|||
Balance at December 31, 2018
|
|
|
$
|
234,498
|
|
|
$
|
(38,941
|
)
|
|
$
|
195,557
|
|
|
Amortization Expense
|
||
Year ending December 31, 2020
|
$
|
53,078
|
|
Year ending December 31, 2021
|
42,738
|
|
|
Year ending December 31, 2022
|
25,256
|
|
|
Year ending December 31, 2023
|
8,602
|
|
|
Year ending December 31, 2024
|
6,747
|
|
|
Thereafter
|
35,017
|
|
|
Total intangible assets with definite lives, net
|
$
|
171,438
|
|
|
Amount
|
||
Land
|
$
|
5,818
|
|
Building
|
14,984
|
|
|
Site improvements
|
950
|
|
|
Computer equipment and capitalized software
|
166
|
|
|
Furniture and other equipment
|
145
|
|
|
Total gross property and equipment
|
22,063
|
|
|
Accumulated depreciation
|
(1,278
|
)
|
|
Total property and equipment, net
|
$
|
20,785
|
|
|
Amount
|
||
Tenant leases
|
$
|
961
|
|
Total gross intangible assets
|
961
|
|
|
Accumulated amortization
|
(468
|
)
|
|
Total intangible assets, net
|
$
|
493
|
|
|
Fair Value
|
||
Net working capital
|
$
|
2,502
|
|
Fixed assets
|
68
|
|
|
Intangible assets
|
31,600
|
|
|
Goodwill
|
71,739
|
|
|
Net noncurrent assets
|
323
|
|
|
Total purchase price
|
$
|
106,232
|
|
|
Fair Value
|
Weighted Average
Amortization Life
|
||
Technology
|
$
|
4,200
|
|
3 years
|
Content
|
26,100
|
|
3 years
|
|
Trademarks and tradenames
|
1,300
|
|
5 years
|
|
Total intangible assets
|
$
|
31,600
|
|
3.1 years
|
|
Fair Value
|
||
Net working capital
|
$
|
8,521
|
|
Fixed assets
|
1,509
|
|
|
Intangible assets
|
120,400
|
|
|
Goodwill
|
182,896
|
|
|
Other noncurrent assets
|
29
|
|
|
Total purchase price
|
$
|
313,355
|
|
|
Fair Value
|
Weighted Average
Amortization Life
|
||
Technology
|
$
|
68,900
|
|
4 years
|
Customer lists
|
42,700
|
|
14.7 years
|
|
Content
|
1,000
|
|
3 years
|
|
Trademarks and tradenames
|
7,800
|
|
5 years
|
|
Total intangible assets
|
$
|
120,400
|
|
7.9 years
|
|
2018
|
2017
|
||||
|
(in thousands)
|
|||||
Pro forma revenue
|
$
|
900,978
|
|
$
|
701,184
|
|
Pro forma net income from continuing operations
|
$
|
110,015
|
|
$
|
1,164
|
|
|
Fair Value
|
||
Net working capital
|
$
|
5,429
|
|
Intangible assets
|
19,600
|
|
|
Goodwill
|
40,856
|
|
|
Deferred tax liabilities
|
(5,467
|
)
|
|
Total purchase price
|
$
|
60,418
|
|
|
Fair Value
|
Weighted Average
Amortization Life
|
||
Content
|
$
|
16,100
|
|
3 years
|
Customer lists
|
2,500
|
|
10 years
|
|
Trademarks and tradenames
|
1,000
|
|
5 years
|
|
Total intangible assets
|
$
|
19,600
|
|
4.0 years
|
|
Fair Value
|
||
Net working capital
|
$
|
303
|
|
Fixed assets
|
76
|
|
|
Intangible assets
|
8,900
|
|
|
Goodwill
|
11,280
|
|
|
Net deferred tax liabilities
|
(2,688
|
)
|
|
Total purchase price
|
$
|
17,871
|
|
|
Fair Value
|
Weighted Average
Amortization Life
|
||
Technology
|
$
|
6,000
|
|
7 years
|
Customer lists
|
1,900
|
|
1 year
|
|
Trademarks and tradenames
|
1,000
|
|
4 years
|
|
Total intangible assets
|
$
|
8,900
|
|
5.4 years
|
|
Fair Value
|
||
Net working capital and other assets
|
$
|
42
|
|
Fixed assets
|
146
|
|
|
Intangible assets
|
4,300
|
|
|
Goodwill
|
13,738
|
|
|
Total purchase price
|
$
|
18,226
|
|
|
Fair Value
|
Weighted Average Amortization Life
|
||
Technology
|
$
|
400
|
|
3 years
|
Customer lists
|
3,300
|
|
10 years
|
|
Trade name and trademarks
|
600
|
|
5 years
|
|
Total intangible assets
|
$
|
4,300
|
|
8.7 years
|
|
Fair Value
|
||
Net working capital
|
$
|
921
|
|
Intangible assets
|
9,700
|
|
|
Goodwill
|
23,784
|
|
|
Deferred tax liabilities
|
(4,176
|
)
|
|
Noncontrolling interest
|
(637
|
)
|
|
Total purchase price
|
$
|
29,592
|
|
|
Fair Value
|
Weighted Average Amortization Life
|
||
Technology
|
$
|
200
|
|
3 years
|
Customer lists
|
1,100
|
|
9 years
|
|
Trade name and trademarks
|
600
|
|
4 years
|
|
Content
|
7,800
|
|
3 years
|
|
Total intangible assets
|
$
|
9,700
|
|
3.7 years
|
|
Fair Value
|
||
Intangible assets
|
$
|
9,600
|
|
Goodwill
|
19,389
|
|
|
Total purchase price
|
$
|
28,989
|
|
|
Fair Value
|
Weighted Average Amortization Life
|
||
Technology
|
$
|
8,600
|
|
5 years
|
Customer lists
|
600
|
|
8 years
|
|
Trade name and trademarks
|
400
|
|
4 years
|
|
Total intangible assets
|
$
|
9,600
|
|
5.2 years
|
|
2019
|
2018
|
2017
|
||||||
|
(in thousands)
|
||||||||
Pro forma revenue
|
$
|
1,107,118
|
|
$
|
934,209
|
|
$
|
729,370
|
|
Pro forma net income from continuing operations
|
$
|
39,173
|
|
$
|
104,153
|
|
$
|
(2,998
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accrued advertising expense
|
$
|
65,836
|
|
|
$
|
60,268
|
|
Accrued compensation and benefits
|
10,540
|
|
|
6,381
|
|
||
Accrued professional fees
|
1,560
|
|
|
2,549
|
|
||
Customer deposits and escrows
|
6,920
|
|
|
6,913
|
|
||
Contribution to LendingTree Foundation
|
3,333
|
|
|
3,333
|
|
||
Current lease liabilities
|
6,885
|
|
|
—
|
|
||
Other
|
17,681
|
|
|
13,746
|
|
||
Total accrued expenses and other current liabilities
|
$
|
112,755
|
|
|
$
|
93,190
|
|
|
Year Ended December 31, 2019
|
||
Operating lease cost
|
$
|
6,346
|
|
Short-term lease cost
|
86
|
|
|
Total lease cost
|
$
|
6,432
|
|
|
December 31, 2019
|
|
Weighted average remaining lease term
|
5.0 years
|
|
Weighted average discount rate
|
4.7
|
%
|
|
Year Ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
6,779
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
21,969
|
|
|
Operating Leases
|
||
Year ending December 31, 2020
|
$
|
8,060
|
|
Year ending December 31, 2021
|
5,731
|
|
|
Year ending December 31, 2022
|
5,498
|
|
|
Year ending December 31, 2023
|
5,191
|
|
|
Year ending December 31, 2024
|
3,476
|
|
|
Thereafter
|
3,811
|
|
|
Total lease payments
|
31,767
|
|
|
Less: Interest
|
3,524
|
|
|
Present value of lease liabilities
|
$
|
28,243
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Weighted average basic common shares
|
12,834
|
|
|
12,504
|
|
|
11,945
|
|
Effect of stock options
|
747
|
|
|
1,043
|
|
|
1,626
|
|
Effect of dilutive share awards
|
167
|
|
|
153
|
|
|
111
|
|
Effect of Convertible Senior Notes and warrants
|
871
|
|
|
397
|
|
|
—
|
|
Weighted average diluted common shares
|
14,619
|
|
|
14,097
|
|
|
13,682
|
|
|
Year Ended December 31, 2019
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of revenue
|
$
|
755
|
|
|
$
|
378
|
|
|
$
|
175
|
|
Selling and marketing expense
|
5,785
|
|
|
3,568
|
|
|
3,973
|
|
|||
General and administrative expense
|
39,177
|
|
|
34,325
|
|
|
16,874
|
|
|||
Product development
|
6,450
|
|
|
6,094
|
|
|
2,339
|
|
|||
Total non-cash compensation
|
$
|
52,167
|
|
|
$
|
44,365
|
|
|
$
|
23,361
|
|
|
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, 2018
|
940,533
|
|
|
$
|
65.12
|
|
|
|
|
|
|
|
Granted
|
43,704
|
|
|
323.82
|
|
|
|
|
|
|
||
Exercised
|
(167,686
|
)
|
|
52.08
|
|
|
|
|
|
|
||
Forfeited
|
(38,680
|
)
|
|
318.36
|
|
|
|
|
|
|
||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
777,871
|
|
|
$
|
69.87
|
|
|
4.28
|
|
$
|
182,809
|
|
Options exercisable
|
668,976
|
|
|
$
|
39.73
|
|
|
3.61
|
|
$
|
176,710
|
|
(a)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $303.44 on the last trading day of 2019 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2019. The intrinsic value changes based on the market value of the Company's common stock.
|
|
Year Ended December 31,
|
|||||
|
2019
|
2018
|
2017
|
|||
Expected term (1)
|
5.00 - 6.25 years
|
|
5.00 - 6.71 years
|
|
5.00 - 7.00 years
|
|
Expected dividend (2)
|
—
|
|
—
|
|
—
|
|
Expected volatility (3)
|
51% - 55%
|
|
50% - 53%
|
|
51% - 52%
|
|
Risk-free interest rate (4)
|
1.46% - 2.55 %
|
|
2.33% - 3.06%
|
|
1.74% - 2.24%
|
|
(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, 2019, 2018 and 2017, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.
|
(3)
|
The expected volatility rate is based on the historical volatility of the Company's common stock.
|
(4)
|
The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date.
|
|
Number of Options with Performance Conditions
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
(per option)
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2018
|
37,877
|
|
|
$
|
308.90
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Expired
|
(37,877
|
)
|
|
308.90
|
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
0.00
|
|
$
|
—
|
|
Options exercisable
|
—
|
|
|
$
|
—
|
|
|
0.00
|
|
$
|
—
|
|
|
Year ended
December 31, 2017
|
|
Expected term (1)
|
5.50 - 6.00 years
|
|
Expected dividend (2)
|
—
|
|
Expected volatility (3)
|
51%
|
|
Risk-free interest rate (4)
|
2.16% - 2.23%
|
|
(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 year ended December 31, 2017, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.
|
(3)
|
The expected volatility rate is based on the historical volatility of the Company's common stock.
|
(4)
|
The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date.
|
|
Number of Options with Market Conditions
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value(a)
|
|||||
|
|
|
(per option)
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2018
|
447,193
|
|
|
$
|
200.51
|
|
|
|
|
|
|
|
Granted
|
16,247
|
|
|
308.96
|
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
463,440
|
|
|
$
|
204.31
|
|
|
7.67
|
|
$
|
48,178
|
|
Options exercisable
|
—
|
|
|
$
|
—
|
|
|
0.00
|
|
$
|
—
|
|
(a)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $303.44 on the last trading day of 2019 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2019. The intrinsic value changes based on the market value of the Company's common stock.
|
|
Year Ended December 31,
|
|||||
|
2019
|
2018
|
2017
|
|||
Expected term (1)
|
7.00 years
|
|
7.00 - 7.15 years
|
|
7.50 years
|
|
Expected dividend (2)
|
—
|
|
—
|
|
—
|
|
Expected volatility (3)
|
51%
|
|
50%
|
|
50%
|
|
Risk-free interest rate (4)
|
2.54%
|
|
2.38% - 2.81%
|
|
2.12%
|
|
(1)
|
The expected term of stock options with a market condition granted was calculated using the midpoint between the weighted average time of vesting and the end of the contractual term.
|
(2)
|
For all stock options with a market condition granted during the years ended December 31, 2019, 2018 and 2017, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.
|
(3)
|
The expected volatility rate is based on the historical volatility of the Company's common stock.
|
(4)
|
The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date.
|
|
RSUs
|
|||||
|
Number of Units
|
|
Weighted Average Grant Date
Fair Value
|
|||
|
|
|
(per unit)
|
|||
Nonvested at December 31, 2018
|
201,568
|
|
|
$
|
225.48
|
|
Granted (a)
|
62,248
|
|
|
318.04
|
|
|
Vested
|
(82,020
|
)
|
|
192.89
|
|
|
Forfeited
|
(36,857
|
)
|
|
287.73
|
|
|
Nonvested at December 31, 2019
|
144,939
|
|
|
$
|
267.85
|
|
(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 grant.
|
|
RSUs with Performance Conditions
|
|||||
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
|
|
|
(per unit)
|
|||
Nonvested at December 31, 2018
|
92,481
|
|
|
$
|
182.28
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(46,785
|
)
|
|
207.36
|
|
|
Forfeited
|
(31,049
|
)
|
|
212.09
|
|
|
Nonvested at December 31, 2019
|
14,647
|
|
|
$
|
210.55
|
|
|
RSAs with Performance Conditions
|
|||||
|
Number of Awards
|
|
Weighted Average Grant Date Fair Value
|
|||
|
|
|
(per unit)
|
|||
Nonvested at December 31, 2018
|
71,412
|
|
|
$
|
340.25
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(23,804
|
)
|
|
340.25
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2019
|
47,608
|
|
|
$
|
340.25
|
|
|
RSAs with Market Conditions
|
|||||
|
Number of Awards
|
|
Weighted Average Grant Date Fair Value
|
|||
|
|
|
(per unit)
|
|||
Nonvested at December 31, 2018
|
26,674
|
|
|
$
|
340.25
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2019
|
26,674
|
|
|
$
|
340.25
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
201
|
|
|
$
|
(1,470
|
)
|
|
$
|
10,055
|
|
State
|
(125
|
)
|
|
(204
|
)
|
|
2,606
|
|
|||
Current income tax expense (benefit)
|
76
|
|
|
(1,674
|
)
|
|
12,661
|
|
|||
Deferred income tax (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
(10,857
|
)
|
|
(44,950
|
)
|
|
(3,805
|
)
|
|||
State
|
2,302
|
|
|
(18,951
|
)
|
|
(2,565
|
)
|
|||
Deferred income tax benefit
|
(8,555
|
)
|
|
(63,901
|
)
|
|
(6,370
|
)
|
|||
Income tax (benefit) expense
|
$
|
(8,479
|
)
|
|
$
|
(65,575
|
)
|
|
$
|
6,291
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Federal statutory income tax
|
$
|
6,506
|
|
|
$
|
9,186
|
|
|
$
|
8,998
|
|
State income taxes, net
|
(1,832
|
)
|
|
(14,884
|
)
|
|
(268
|
)
|
|||
Excess tax deductions on non-cash compensation
|
(13,971
|
)
|
|
(59,601
|
)
|
|
(11,134
|
)
|
|||
Research and experimentation tax credit
|
(5,794
|
)
|
|
(2,523
|
)
|
|
(1,318
|
)
|
|||
Impact of certain state legislation, net
|
3,932
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible executive compensation
|
988
|
|
|
163
|
|
|
21
|
|
|||
Change in (release of) valuation allowance
|
954
|
|
|
(12
|
)
|
|
593
|
|
|||
Uncertain tax positions
|
922
|
|
|
289
|
|
|
170
|
|
|||
Nondeductible meals & entertainment
|
428
|
|
|
310
|
|
|
90
|
|
|||
Impact of Tax Cuts and Jobs Act
|
—
|
|
|
270
|
|
|
9,062
|
|
|||
Other, net
|
(612
|
)
|
|
1,227
|
|
|
77
|
|
|||
Income tax (benefit) expense
|
$
|
(8,479
|
)
|
|
$
|
(65,575
|
)
|
|
$
|
6,291
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Provision for accrued expenses
|
$
|
12,234
|
|
|
$
|
5,953
|
|
Leasing (a)
|
7,299
|
|
|
—
|
|
||
Net operating loss carryforwards (b)
|
56,450
|
|
|
59,817
|
|
||
Non-cash compensation expense
|
15,805
|
|
|
12,505
|
|
||
Interest limitation
|
987
|
|
|
3,532
|
|
||
Contingent liabilities
|
9,366
|
|
|
3,053
|
|
||
Tax credits
|
6,124
|
|
|
1,569
|
|
||
Other
|
1,624
|
|
|
2,976
|
|
||
Total gross deferred tax assets
|
109,889
|
|
|
89,405
|
|
||
Less: valuation allowance (c)
|
(4,102
|
)
|
|
(2,229
|
)
|
||
Total deferred tax assets, net of the valuation allowance
|
105,787
|
|
|
87,176
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible and other assets
|
(1,744
|
)
|
|
(4,623
|
)
|
||
Leasing (a)
|
(6,596
|
)
|
|
—
|
|
||
Other
|
(1,835
|
)
|
|
(892
|
)
|
||
Total gross deferred tax liabilities
|
(10,175
|
)
|
|
(5,515
|
)
|
||
Net deferred taxes
|
$
|
95,612
|
|
|
$
|
81,661
|
|
(a)
|
As of December 31, 2019, the adoption of ASC Topic 842 has no material impact to the effective tax rate. Related deferred tax positions are individually disclosed as components of deferred tax as of December 31, 2019.
|
(b)
|
At December 31, 2019, the Company had pre-tax consolidated federal net operating losses ("NOLs") of $188.2 million. The federal NOLs no longer expire under the new TCJA. The Company's NOLs will be available to offset taxable income subject to the Internal Revenue Code Section 382 annual limitation. In addition, the Company has state NOLs of approximately $484.7 million at December 31, 2019 that will expire at various times between 2021 and 2039.
|
(c)
|
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,
|
||||||
|
2019
|
|
2018
|
||||
Deferred income tax assets
|
$
|
87,664
|
|
|
$
|
79,289
|
|
Non-current assets of discontinued operations
|
7,948
|
|
|
3,266
|
|
||
Deferred income tax liabilities
|
—
|
|
|
(894
|
)
|
||
Net deferred taxes
|
$
|
95,612
|
|
|
$
|
81,661
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of the period
|
$
|
2,229
|
|
|
$
|
2,694
|
|
|
$
|
2,101
|
|
Charges to earnings
|
1,873
|
|
|
(465
|
)
|
|
593
|
|
|||
Balance, end of the period
|
$
|
4,102
|
|
|
$
|
2,229
|
|
|
$
|
2,694
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Balance, beginning of the period
|
$
|
1,127
|
|
|
$
|
748
|
|
Additions based on tax positions of the current period
|
525
|
|
|
249
|
|
||
Additions based on tax positions of the prior period
|
344
|
|
|
130
|
|
||
Balance, end of the period
|
$
|
1,996
|
|
|
$
|
1,127
|
|
•
|
during any calendar quarter commencing after the calendar quarter ending on September 30, 2017 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
|
•
|
during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price (as defined in the Notes) per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events including but not limited to a fundamental change.
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Gross carrying amount
|
$
|
299,991
|
|
|
$
|
300,000
|
|
Unamortized debt discount
|
31,789
|
|
|
43,805
|
|
||
Debt issuance costs
|
3,811
|
|
|
5,252
|
|
||
Net carrying amount
|
$
|
264,391
|
|
|
$
|
250,943
|
|
•
|
a base rate generally defined as the sum of (i) the greater of (a) the prime rate of Truist 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 0.25% to 1.0% based on a total consolidated debt to 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 1.25% to 2.0% based on a total consolidated debt to EBITDA ratio.
|
|
Commitments Due By Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More Than
5 years
|
||||||||||
Surety bonds (a)
|
$
|
5,278
|
|
|
$
|
5,253
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Contingent consideration, beginning of period
|
$
|
38,837
|
|
|
$
|
57,349
|
|
|
$
|
23,100
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total net losses included in earnings (realized and unrealized)
|
28,402
|
|
|
10,788
|
|
|
23,931
|
|
|||
Purchases, sales and settlements:
|
|
|
|
|
|
||||||
Additions
|
—
|
|
|
19,700
|
|
|
11,318
|
|
|||
Payments
|
(33,775
|
)
|
|
(49,000
|
)
|
|
(1,000
|
)
|
|||
Contingent consideration, end of period
|
$
|
33,464
|
|
|
$
|
38,837
|
|
|
$
|
57,349
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(750
|
)
|
|
|
|
|
|
|
||||||
Gain from removal of HLC's assets and liabilities
|
4,515
|
|
|
—
|
|
|
—
|
|
|||
Other operating expenses
|
(35,002
|
)
|
|
(16,228
|
)
|
|
(5,159
|
)
|
|||
Loss before income taxes
|
(30,487
|
)
|
|
(16,228
|
)
|
|
(5,909
|
)
|
|||
Income tax benefit
|
8,855
|
|
|
3,408
|
|
|
2,069
|
|
|||
Net loss
|
$
|
(21,632
|
)
|
|
$
|
(12,820
|
)
|
|
$
|
(3,840
|
)
|
|
Year Ended December 31, 2019
|
||||||||||||||
|
Home
|
Consumer
|
Insurance
|
Other
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||
Revenue
|
$
|
277,935
|
|
$
|
515,037
|
|
$
|
284,792
|
|
$
|
28,839
|
|
$
|
1,106,603
|
|
Segment cost of revenue and marketing expense
|
174,814
|
|
301,852
|
|
170,153
|
|
27,466
|
|
674,285
|
|
|||||
Segment profit
|
103,121
|
|
213,185
|
|
114,639
|
|
1,373
|
|
432,318
|
|
|||||
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)
|
|
|
|
|
45,624
|
|
|||||||||
Brand and other marketing expense
|
|
|
|
|
83,650
|
|
|||||||||
General and administrative expense
|
|
|
|
|
116,847
|
|
|||||||||
Product development
|
|
|
|
|
39,953
|
|
|||||||||
Depreciation
|
|
|
|
|
10,998
|
|
|||||||||
Amortization of intangibles
|
|
|
|
|
55,241
|
|
|||||||||
Change in fair value of contingent consideration
|
|
|
|
|
28,402
|
|
|||||||||
Severance
|
|
|
|
|
1,026
|
|
|||||||||
Litigation settlements and contingencies
|
|
|
|
|
(151
|
)
|
|||||||||
Operating income
|
|
|
|
|
50,728
|
|
|||||||||
Interest expense, net
|
|
|
|
|
(20,271
|
)
|
|||||||||
Other income
|
|
|
|
|
524
|
|
|||||||||
Income before income taxes and discontinued operations
|
|
|
|
|
$
|
30,981
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Home
|
Consumer
|
Insurance
|
Other
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||
Revenue
|
$
|
319,176
|
|
$
|
395,615
|
|
$
|
31,369
|
|
$
|
18,705
|
|
$
|
764,865
|
|
Segment cost of revenue and marketing expense
|
214,475
|
|
207,891
|
|
20,011
|
|
17,351
|
|
459,728
|
|
|||||
Segment profit
|
104,701
|
|
187,724
|
|
11,358
|
|
1,354
|
|
305,137
|
|
|||||
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)
|
|
|
|
|
27,587
|
|
|||||||||
Brand and other marketing expense
|
|
|
|
|
49,375
|
|
|||||||||
General and administrative expense
|
|
|
|
|
101,219
|
|
|||||||||
Product development
|
|
|
|
|
26,958
|
|
|||||||||
Depreciation
|
|
|
|
|
7,385
|
|
|||||||||
Amortization of intangibles
|
|
|
|
|
23,468
|
|
|||||||||
Change in fair value of contingent consideration
|
|
|
|
|
10,788
|
|
|||||||||
Severance
|
|
|
|
|
2,352
|
|
|||||||||
Litigation settlements and contingencies
|
|
|
|
|
(186
|
)
|
|||||||||
Operating income
|
|
|
|
|
56,191
|
|
|||||||||
Interest expense, net
|
|
|
|
|
(12,437
|
)
|
|||||||||
Other expense
|
|
|
|
|
(10
|
)
|
|||||||||
Income before income taxes and discontinued operations
|
|
|
|
|
$
|
43,744
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Home
|
Consumer
|
Insurance
|
Other
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||
Revenue
|
$
|
340,377
|
|
$
|
276,091
|
|
$
|
136
|
|
$
|
1,132
|
|
$
|
617,736
|
|
Segment cost of revenue and marketing expense
|
204,135
|
|
160,384
|
|
70
|
|
1,756
|
|
366,345
|
|
|||||
Segment profit (loss)
|
136,242
|
|
115,707
|
|
66
|
|
(624
|
)
|
251,391
|
|
|||||
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)
|
|
|
|
|
17,223
|
|
|||||||||
Brand and other marketing expense
|
|
|
|
|
66,439
|
|
|||||||||
General and administrative expense
|
|
|
|
|
71,541
|
|
|||||||||
Product development
|
|
|
|
|
17,925
|
|
|||||||||
Depreciation
|
|
|
|
|
7,085
|
|
|||||||||
Amortization of intangibles
|
|
|
|
|
12,992
|
|
|||||||||
Change in fair value of contingent consideration
|
|
|
|
|
23,931
|
|
|||||||||
Severance
|
|
|
|
|
404
|
|
|||||||||
Litigation settlements and contingencies
|
|
|
|
|
718
|
|
|||||||||
Operating income
|
|
|
|
|
33,133
|
|
|||||||||
Interest expense, net
|
|
|
|
|
(7,028
|
)
|
|||||||||
Other expense
|
|
|
|
|
(396
|
)
|
|||||||||
Income before income taxes and discontinued operations
|
|
|
|
|
$
|
25,709
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
262,390
|
|
|
$
|
278,421
|
|
|
$
|
310,605
|
|
|
$
|
255,187
|
|
Operating (loss) income (1)
|
(1,802
|
)
|
|
12,316
|
|
|
31,193
|
|
|
9,021
|
|
||||
Income from continuing operations (1)
|
550
|
|
|
12,981
|
|
|
24,463
|
|
|
1,466
|
|
||||
(Loss) income from discontinued operations
|
(1,062
|
)
|
|
(763
|
)
|
|
(20,199
|
)
|
|
392
|
|
||||
Net (loss) income and comprehensive (loss) income
|
$
|
(512
|
)
|
|
$
|
12,218
|
|
|
$
|
4,264
|
|
|
$
|
1,858
|
|
Income per share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.04
|
|
|
$
|
1.01
|
|
|
$
|
1.90
|
|
|
$
|
0.11
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
0.87
|
|
|
$
|
1.67
|
|
|
$
|
0.10
|
|
(Loss) income per share from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.08
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(1.57
|
)
|
|
$
|
0.03
|
|
Diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(1.38
|
)
|
|
$
|
0.03
|
|
Net (loss) income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
0.95
|
|
|
$
|
0.33
|
|
|
$
|
0.14
|
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
0.82
|
|
|
$
|
0.29
|
|
|
$
|
0.13
|
|
(1)
|
The first quarter of 2019 includes contingent consideration expense of $14.4 million for the QuoteWizard acquisition due to an increased probability of achievement of certain defined performance targets for QuoteWizard.
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
181,035
|
|
|
$
|
184,101
|
|
|
$
|
197,057
|
|
|
$
|
202,672
|
|
Operating income (1)
|
15,350
|
|
|
18,123
|
|
|
20,290
|
|
|
2,428
|
|
||||
Income from continuing operations (1)
|
35,857
|
|
|
44,849
|
|
|
28,362
|
|
|
251
|
|
||||
Loss from discontinued operations
|
(4,333
|
)
|
|
(2,302
|
)
|
|
(2,634
|
)
|
|
(3,551
|
)
|
||||
Net income (loss) and comprehensive income (loss)
|
$
|
31,524
|
|
|
$
|
42,547
|
|
|
$
|
25,728
|
|
|
$
|
(3,300
|
)
|
Income per share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.97
|
|
|
$
|
3.61
|
|
|
$
|
2.22
|
|
|
$
|
0.02
|
|
Diluted
|
$
|
2.41
|
|
|
$
|
3.17
|
|
|
$
|
2.05
|
|
|
$
|
0.02
|
|
Loss per share from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.36
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.28
|
)
|
Diluted
|
$
|
(0.29
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.26
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.61
|
|
|
$
|
3.43
|
|
|
$
|
2.01
|
|
|
$
|
(0.26
|
)
|
Diluted
|
$
|
2.12
|
|
|
$
|
3.01
|
|
|
$
|
1.86
|
|
|
$
|
(0.24
|
)
|
(1)
|
The fourth quarter of 2018 includes contingent consideration expense of $6.8 million for the QuoteWizard acquisition due to an increased probability of achievement of certain defined performance targets for QuoteWizard.
|
|
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 26, 2020
|
Douglas R. Lebda
|
|
|
|
|
|
|
|
|
|
/s/ J.D. MORIARTY
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
February 26, 2020
|
J.D. Moriarty
|
|
|
|
|
|
|
|
|
|
/s/ CARLA SHUMATE
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
February 26, 2020
|
Carla Shumate
|
|
|
|
|
|
|
|
|
|
/s/ GABRIEL DALPORTO
|
|
Director
|
|
February 26, 2020
|
Gabriel Dalporto
|
|
|
|
|
|
|
|
|
|
/s/ THOMAS DAVIDSON
|
|
Director
|
|
February 26, 2020
|
Thomas Davidson
|
|
|
|
|
|
|
|
|
|
/s/ NEAL DERMER
|
|
Director
|
|
February 26, 2020
|
Neal Dermer
|
|
|
|
|
|
|
|
|
|
/s/ ROBIN HENDERSON
|
|
Director
|
|
February 26, 2020
|
Robin Henderson
|
|
|
|
|
|
|
|
|
|
/s/ PETER HORAN
|
|
Director
|
|
February 26, 2020
|
Peter Horan
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN OZONIAN
|
|
Director
|
|
February 26, 2020
|
Steven Ozonian
|
|
|
|
|
|
|
|
|
|
/s/ SARAS SARASVATHY
|
|
Director
|
|
February 26, 2020
|
Saras Sarasvathy
|
|
|
|
|
|
|
|
|
|
/s/ G. KENNEDY THOMPSON
|
|
Director
|
|
February 26, 2020
|
G. Kennedy Thompson
|
|
|
|
|
|
|
|
|
|
/s/ CRAIG TROYER
|
|
Director
|
|
February 26, 2020
|
Craig Troyer
|
|
|
|
•
|
out of surplus, as determined under Delaware law; or
|
•
|
in case there is no such surplus, out of the corporation’s net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
|
•
|
an acquisition of LendingTree by means of a tender offer;
|
•
|
an acquisition of LendingTree by means of a proxy contest or otherwise; or
|
•
|
the removal of our incumbent officers and directors.
|
Name
|
Jurisdiction of Formation
|
LendingTree, LLC
|
DE
|
Tree.com BU Holding Company, Inc.
|
DE
|
DegreeTree, Inc.
|
DE
|
Rexford Office Holdings, LLC
|
DE
|
Home Loan Center, Inc.
|
CA
|
HLC Escrow, Inc.
|
CA
|
LT Real Estate, Inc.
|
DE
|
LT India Holding Company, LLC
|
DE
|
LendingTree Research Services LLP
|
India
|
Ovation Credit Services, Inc.
|
FL
|
CM LT Holdings, LLC
|
DE
|
QuoteWizard.com, LLC
|
DE
|
QW Insurance Solutions, LLC
|
WA
|
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, 2019 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/ J.D. MORIARTY
|
|
|
J.D. Moriarty
Chief Financial Officer
(principal financial officer)
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 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.
|
|
|
|
|
|
|
|
/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, 2019 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.
|
|
|
|
|
|
|
|
/s/ J.D. MORIARTY
|
|
|
|
J.D. Moriarty
Chief Financial Officer
(principal financial officer)
|