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Share Name | Share Symbol | Market | Type |
---|---|---|---|
LendingTree Inc | NASDAQ:TREE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 49.41 | 46.98 | 51.50 | 10 | 09:03:46 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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26-2414818
(I.R.S. Employer
Identification No.)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
Number
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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||
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
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2016
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2015
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2016
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2015
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||||||||
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(in thousands, except per share
amounts) |
||||||||||||||
Revenue
|
$
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94,558
|
|
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$
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69,804
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|
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$
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283,561
|
|
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$
|
175,875
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Costs and expenses:
|
|
|
|
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|
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||||
Cost of revenue
(exclusive of depreciation shown separately below)
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3,392
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|
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2,436
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10,329
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6,402
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||||
Selling and marketing expense
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62,819
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48,901
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192,416
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118,615
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General and administrative expense
|
9,008
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7,069
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26,820
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21,336
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||||
Product development
|
3,718
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2,675
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11,384
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|
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7,238
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||||
Depreciation
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1,286
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764
|
|
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3,458
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|
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2,135
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||||
Amortization of intangibles
|
166
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25
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|
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263
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124
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|
||||
Restructuring and severance
|
—
|
|
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28
|
|
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72
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|
|
422
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|
||||
Litigation settlements and contingencies
|
19
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|
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133
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109
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(663
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)
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||||
Total costs and expenses
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80,408
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62,031
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|
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244,851
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155,609
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||||
Operating income
|
14,150
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|
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7,773
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38,710
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20,266
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|
||||
Other income (expense), net:
|
|
|
|
|
|
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|
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||||
Interest expense
|
(141
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)
|
|
(1
|
)
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(424
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)
|
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(63
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)
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||||
Income before income taxes
|
14,009
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|
|
7,772
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|
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38,286
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|
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20,203
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|
||||
Income tax expense
|
(6,729
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)
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(389
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)
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(15,099
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)
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(968
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)
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||||
Net income from continuing operations
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7,280
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7,383
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|
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23,187
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19,235
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Loss from discontinued operations, net of tax
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(664
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)
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(1,295
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)
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(3,017
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)
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(3,238
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)
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||||
Net income and comprehensive income
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$
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6,616
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|
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$
|
6,088
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|
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$
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20,170
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|
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$
|
15,997
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Weighted average shares outstanding:
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|
|
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|
|
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Basic
|
11,754
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|
|
11,445
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|
|
11,827
|
|
|
11,378
|
|
||||
Diluted
|
12,742
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12,489
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|
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12,782
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|
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12,379
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||||
Income per share from continuing operations:
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Basic
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$
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0.62
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$
|
0.65
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|
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$
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1.96
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|
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$
|
1.69
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Diluted
|
$
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0.57
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|
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$
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0.59
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|
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$
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1.81
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|
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$
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1.55
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Loss per share from discontinued operations:
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|
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Basic
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$
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(0.06
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)
|
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$
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(0.11
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)
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$
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(0.26
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)
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$
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(0.28
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)
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Diluted
|
$
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(0.05
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)
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$
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(0.10
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)
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$
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(0.24
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)
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$
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(0.26
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)
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Net income per share:
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Basic
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$
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0.56
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$
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0.53
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$
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1.71
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$
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1.41
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Diluted
|
$
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0.52
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|
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$
|
0.49
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$
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1.58
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$
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1.29
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September 30,
2016 |
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December 31,
2015 |
||||
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(in thousands, except par value and share amounts)
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||||||
ASSETS:
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Cash and cash equivalents
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$
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176,925
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$
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206,975
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Restricted cash and cash equivalents
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4,091
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6,541
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Accounts receivable (net of allowance of $1,026 and $606, respectively)
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38,185
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29,873
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Prepaid and other current assets
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3,925
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2,085
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Current assets of discontinued operations
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—
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110
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Total current assets
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223,126
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245,584
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Property and equipment, net
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13,399
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9,415
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Goodwill
|
4,007
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3,632
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Intangible assets, net
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15,229
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10,992
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Deferred income tax assets
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16,341
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20,977
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Other non-current assets
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855
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1,039
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Non-current assets of discontinued operations
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4,142
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4,142
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Total assets
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$
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277,099
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$
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295,781
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LIABILITIES:
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Accounts payable, trade
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$
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2,815
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$
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5,741
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Accrued expenses and other current liabilities
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37,719
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34,885
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Current liabilities of discontinued operations (Note 14)
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11,978
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13,401
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Total current liabilities
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52,512
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|
54,027
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Other non-current liabilities
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1,753
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|
586
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Non-current liabilities of discontinued operations
|
27
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|
26
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|
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Total liabilities
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54,292
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54,639
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|
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Commitments and contingencies (Note 12)
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|
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SHAREHOLDERS' EQUITY:
|
|
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Preferred stock $.01 par value; 5,000,000 shares authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock $.01 par value; 50,000,000 shares authorized; 13,953,351 and 13,865,620 shares issued, respectively, and 11,789,606 and 12,392,093 shares outstanding, respectively
|
140
|
|
|
139
|
|
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Additional paid-in capital
|
1,016,706
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|
|
1,006,688
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|
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Accumulated deficit
|
(729,954
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)
|
|
(750,124
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)
|
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Treasury stock 2,163,745 and 1,473,527 shares, respectively
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(64,085
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)
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(15,561
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)
|
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Total shareholders' equity
|
222,807
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|
|
241,142
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|
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Total liabilities and shareholders' equity
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$
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277,099
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$
|
295,781
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Common Stock
|
|
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Treasury Stock
|
||||||||||||||||
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Total
|
|
Number
of Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Number
of Shares
|
|
Amount
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||
Balance as of December 31, 2015
|
$
|
241,142
|
|
|
13,866
|
|
|
$
|
139
|
|
|
$
|
1,006,688
|
|
|
$
|
(750,124
|
)
|
|
1,474
|
|
|
$
|
(15,561
|
)
|
Net income and comprehensive income
|
20,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,170
|
|
|
—
|
|
|
—
|
|
|||||
Non-cash compensation
|
7,410
|
|
|
—
|
|
|
—
|
|
|
7,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock
|
(48,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
690
|
|
|
(48,524
|
)
|
|||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes
|
(3,092
|
)
|
|
87
|
|
|
1
|
|
|
(3,093
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax benefit from stock-based award activity
|
5,701
|
|
|
—
|
|
|
—
|
|
|
5,701
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of September 30, 2016
|
$
|
222,807
|
|
|
13,953
|
|
|
$
|
140
|
|
|
$
|
1,016,706
|
|
|
$
|
(729,954
|
)
|
|
2,164
|
|
|
$
|
(64,085
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Cash flows from operating activities attributable to continuing operations:
|
|
|
|
|
|
||
Net income and comprehensive income
|
$
|
20,170
|
|
|
$
|
15,997
|
|
Less: Loss from discontinued operations, net of tax
|
3,017
|
|
|
3,238
|
|
||
Income from continuing operations
|
23,187
|
|
|
19,235
|
|
||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations:
|
|
|
|
|
|
||
Loss on disposal of fixed assets
|
388
|
|
|
102
|
|
||
Amortization of intangibles
|
263
|
|
|
124
|
|
||
Depreciation
|
3,458
|
|
|
2,135
|
|
||
Non-cash compensation expense
|
7,410
|
|
|
6,371
|
|
||
Deferred income taxes
|
333
|
|
|
—
|
|
||
Excess tax benefit from stock-based award activity
|
(5,701
|
)
|
|
(485
|
)
|
||
Bad debt expense
|
378
|
|
|
236
|
|
||
Amortization of debt issuance costs
|
183
|
|
|
—
|
|
||
Changes in current assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(8,565
|
)
|
|
(11,805
|
)
|
||
Prepaid and other current assets
|
(2,051
|
)
|
|
(756
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
(5
|
)
|
|
15,272
|
|
||
Income taxes payable
|
13,261
|
|
|
460
|
|
||
Other, net
|
645
|
|
|
207
|
|
||
Net cash provided by operating activities attributable to continuing operations
|
33,184
|
|
|
31,096
|
|
||
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
||
Capital expenditures
|
(8,017
|
)
|
|
(4,265
|
)
|
||
Acquisition of a business
|
(4,500
|
)
|
|
(37
|
)
|
||
Decrease in restricted cash
|
2,450
|
|
|
95
|
|
||
Net cash used in investing activities attributable to continuing operations
|
(10,067
|
)
|
|
(4,207
|
)
|
||
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
|
(3,093
|
)
|
|
(6,127
|
)
|
||
Payment of equity offering costs
|
(23
|
)
|
|
—
|
|
||
Payment of debt issuance costs
|
(8
|
)
|
|
—
|
|
||
Excess tax benefit from stock-based award activity
|
5,701
|
|
|
485
|
|
||
Purchase of treasury stock
|
(48,524
|
)
|
|
(218
|
)
|
||
Dividends
|
—
|
|
|
(105
|
)
|
||
Net cash used in financing activities attributable to continuing operations
|
(45,947
|
)
|
|
(5,965
|
)
|
||
Total cash (used in) provided by continuing operations
|
(22,830
|
)
|
|
20,924
|
|
||
Net cash used in operating activities attributable to discontinued operations
|
(7,220
|
)
|
|
(885
|
)
|
||
Total cash used in discontinued operations
|
(7,220
|
)
|
|
(885
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(30,050
|
)
|
|
20,039
|
|
||
Cash and cash equivalents at beginning of period
|
206,975
|
|
|
86,212
|
|
||
Cash and cash equivalents at end of period
|
$
|
176,925
|
|
|
$
|
106,251
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Cash in escrow for surety bonds
(a)
|
$
|
—
|
|
|
$
|
2,453
|
|
Cash in escrow from sale of LendingTree Loans
(b)
|
4,032
|
|
|
4,028
|
|
||
Other
|
59
|
|
|
60
|
|
||
Total restricted cash and cash equivalents
|
$
|
4,091
|
|
|
$
|
6,541
|
|
(a)
|
State laws and regulations generally require businesses which engage in mortgage brokering activity to maintain a mortgage broker or similar license. Mortgage brokering activity is generally defined to include, among other things, receiving valuable consideration for offering assistance to a buyer in obtaining a residential mortgage or soliciting financial and mortgage information from the public and providing that information to an originator of residential mortgage loans. All states require that the Company maintain surety bonds for potential claims. In February 2016,
$2.5 million
in escrow for the surety bonds was released due to a reduction in collateral requirements.
|
(b)
|
Home Loan Center, Inc. ("HLC"), a subsidiary of the Company, continues to be liable for certain indemnification obligations, repurchase obligations and premium repayment obligations following the sale of substantially all of the operating assets of its LendingTree Loans business in the second quarter of 2012.
|
|
Fair Value
|
|
Weighted
Average
Amortization Life
|
||
|
|
|
(in years)
|
||
Accounts receivable
|
$
|
125
|
|
|
N/A
|
Total intangible assets with definite lives, net
|
$
|
4,500
|
|
|
9.2 years
|
Goodwill
|
$
|
375
|
|
|
N/A
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Computer equipment and capitalized software
|
$
|
13,893
|
|
|
$
|
10,192
|
|
Leasehold improvements
|
3,052
|
|
|
2,096
|
|
||
Furniture and other equipment
|
848
|
|
|
432
|
|
||
Aircraft and automobile
|
1,988
|
|
|
23
|
|
||
Projects in progress
|
2,438
|
|
|
3,612
|
|
||
Total gross property and equipment
|
22,219
|
|
|
16,355
|
|
||
Accumulated depreciation
|
(8,820
|
)
|
|
(6,940
|
)
|
||
Total property and equipment, net
|
$
|
13,399
|
|
|
$
|
9,415
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Goodwill
|
$
|
487,095
|
|
|
$
|
486,720
|
|
Accumulated impairment losses
|
(483,088
|
)
|
|
(483,088
|
)
|
||
Net goodwill
|
$
|
4,007
|
|
|
$
|
3,632
|
|
|
|
|
|
||||
Intangible assets with indefinite lives
|
$
|
10,142
|
|
|
$
|
10,142
|
|
Intangible assets with definite lives, net
|
5,087
|
|
|
850
|
|
||
Total intangible assets, net
|
$
|
15,229
|
|
|
$
|
10,992
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Technology
|
$
|
400
|
|
|
$
|
(44
|
)
|
|
$
|
356
|
|
Customer lists
|
4,900
|
|
|
(356
|
)
|
|
4,544
|
|
|||
Other
|
1,287
|
|
|
(1,100
|
)
|
|
187
|
|
|||
Balance at September 30, 2016
|
$
|
6,587
|
|
|
$
|
(1,500
|
)
|
|
$
|
5,087
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Customer lists
|
$
|
1,000
|
|
|
$
|
(150
|
)
|
|
$
|
850
|
|
Other
|
1,087
|
|
|
(1,087
|
)
|
|
—
|
|
|||
Balance at December 31, 2015
|
$
|
2,087
|
|
|
$
|
(1,237
|
)
|
|
$
|
850
|
|
|
Amortization Expense
|
||
Remainder of current year
|
$
|
166
|
|
Year ending December 31, 2017
|
664
|
|
|
Year ending December 31, 2018
|
664
|
|
|
Year ending December 31, 2019
|
586
|
|
|
Year ending December 31, 2020
|
530
|
|
|
Thereafter
|
2,477
|
|
|
Total intangible assets with definite lives, net
|
$
|
5,087
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Accrued litigation liabilities
|
$
|
736
|
|
|
$
|
636
|
|
Accrued advertising expense
|
21,153
|
|
|
20,841
|
|
||
Accrued compensation and benefits
|
4,189
|
|
|
4,464
|
|
||
Accrued professional fees
|
1,884
|
|
|
711
|
|
||
Customer deposits and escrows
|
4,952
|
|
|
4,471
|
|
||
Other
|
4,805
|
|
|
3,762
|
|
||
Total accrued expenses and other current liabilities
|
$
|
37,719
|
|
|
$
|
34,885
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average basic common shares
|
11,754
|
|
|
11,445
|
|
|
11,827
|
|
|
11,378
|
|
Effect of stock options
|
913
|
|
|
891
|
|
|
877
|
|
|
841
|
|
Effect of dilutive share awards
|
75
|
|
|
153
|
|
|
78
|
|
|
160
|
|
Weighted average diluted common shares
|
12,742
|
|
|
12,489
|
|
|
12,782
|
|
|
12,379
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of revenue
|
$
|
29
|
|
|
$
|
24
|
|
|
$
|
99
|
|
|
$
|
68
|
|
Selling and marketing expense
|
737
|
|
|
425
|
|
|
2,118
|
|
|
1,080
|
|
||||
General and administrative expense
|
1,072
|
|
|
1,178
|
|
|
3,511
|
|
|
3,909
|
|
||||
Product development
|
510
|
|
|
351
|
|
|
1,682
|
|
|
1,176
|
|
||||
Restructuring and severance
|
—
|
|
|
—
|
|
|
—
|
|
|
138
|
|
||||
Total non-cash compensation
|
$
|
2,348
|
|
|
$
|
1,978
|
|
|
$
|
7,410
|
|
|
$
|
6,371
|
|
|
Number of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(a)
|
|||||
|
|
|
(per option)
|
|
(in years)
|
|
(in thousands)
|
|||||
Options outstanding at January 1, 2016
|
1,918,182
|
|
|
$
|
18.85
|
|
|
|
|
|
|
|
Granted
(b)
|
73,639
|
|
|
75.20
|
|
|
|
|
|
|
||
Exercised
|
(2,199
|
)
|
|
42.04
|
|
|
|
|
|
|
||
Forfeited
|
(6,329
|
)
|
|
74.48
|
|
|
|
|
|
|
||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Options outstanding at September 30, 2016
|
1,983,293
|
|
|
20.74
|
|
|
5.37
|
|
$
|
151,223
|
|
|
Options exercisable at September 30, 2016
|
973,407
|
|
|
$
|
9.75
|
|
|
2.90
|
|
$
|
84,906
|
|
(a)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of
$96.91
on the last trading day of the quarter ended
September 30, 2016
and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holders had all option holders exercised their options on
September 30, 2016
. The intrinsic value changes based on the market value of the Company's common stock.
|
(b)
|
During the
nine
months ended
September 30, 2016
, the Company granted stock options to certain employees and the board of directors with a weighted average grant date fair value per share of
$37.75
, calculated using the Black-Scholes option pricing model, which vesting periods include (a)
three years
from the grant date, (b)
two years
from the grant date, (c)
25%
and
75%
over a period of
two years
and
three years
, respectively and (d)
five months
from the grant date.
|
Expected term
(1)
|
5.22 - 6.38 years
|
|
Expected dividend
(2)
|
—
|
|
Expected volatility
(3)
|
48% - 53%
|
|
Risk-free interest rate
(4)
|
1.10% - 1.90%
|
|
(1)
|
The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees.
|
(2)
|
For all stock options granted in
2016
,
no
dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.
|
(3)
|
The expected volatility rate is based on the historical volatility of the Company's common stock.
|
(4)
|
The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date.
|
|
RSUs
|
|||||
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
|
|
|
(per unit)
|
|||
Nonvested at January 1, 2016
|
237,377
|
|
|
$
|
43.13
|
|
Granted
|
68,884
|
|
|
73.81
|
|
|
Vested
|
(133,255
|
)
|
|
33.17
|
|
|
Forfeited
|
(17,452
|
)
|
|
57.12
|
|
|
Nonvested at September 30, 2016
|
155,554
|
|
|
$
|
63.68
|
|
|
Restricted Stock
|
|||||
|
Number of
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
|
|
|
(per share)
|
|||
Nonvested at January 1, 2016
|
68,762
|
|
|
$
|
23.60
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(35,297
|
)
|
|
20.62
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at September 30, 2016
|
33,465
|
|
|
$
|
26.73
|
|
|
RSUs with Performance Conditions
|
|||||
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
|
|
|
(per unit)
|
|||
Nonvested at January 1, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
44,052
|
|
|
83.92
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at September 30, 2016
|
44,052
|
|
|
$
|
83.92
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands, except percentages)
|
||||||||||||||
Income tax expense
|
$
|
(6,729
|
)
|
|
$
|
(389
|
)
|
|
$
|
(15,099
|
)
|
|
$
|
(968
|
)
|
Effective tax rate
|
48.0
|
%
|
|
5.0
|
%
|
|
39.4
|
%
|
|
4.8
|
%
|
•
|
a base rate generally defined as the sum of (i) the greater of (a) the
prime rate of SunTrust Bank
, (b) the
federal funds effective rate
plus
0.5%
and (c) the
LIBO rate
(defined below) on a daily basis applicable for an interest period of one
|
•
|
a LIBO rate generally defined as the sum of (i) the
rate for Eurodollar deposits
in the applicable currency and (ii) an applicable percentage of
2.0%
to
3.0%
based on the funded debt to consolidated EBITDA ratio.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||
|
2016
|
2015
|
|
2016
|
2015
|
||||||||
Mortgage products
|
$
|
53,523
|
|
$
|
44,171
|
|
|
$
|
164,571
|
|
$
|
118,367
|
|
Non-mortgage products
|
41,035
|
|
25,633
|
|
|
118,990
|
|
57,508
|
|
||||
Total revenue
|
$
|
94,558
|
|
$
|
69,804
|
|
|
$
|
283,561
|
|
$
|
175,875
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
1,834
|
|
|
$
|
1
|
|
|
$
|
1,835
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
||||||||
Loss before income taxes
|
$
|
(1,021
|
)
|
|
$
|
(1,343
|
)
|
|
$
|
(4,640
|
)
|
|
$
|
(3,369
|
)
|
Income tax benefit
|
357
|
|
|
48
|
|
|
1,623
|
|
|
131
|
|
||||
Net loss
|
$
|
(664
|
)
|
|
$
|
(1,295
|
)
|
|
$
|
(3,017
|
)
|
|
$
|
(3,238
|
)
|
|
Number of Loans
|
|
Original Issue Balance
|
|||
|
(in thousands)
|
|
(in billions)
|
|||
Loans sold by HLC
|
234
|
|
|
$
|
38.9
|
|
Subsequent settlements
|
(172
|
)
|
|
(28.8
|
)
|
|
Remaining unsettled loans as of September 30, 2016
|
62
|
|
|
$
|
10.1
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Loan loss reserve, beginning of period
|
$
|
8,127
|
|
|
$
|
8,750
|
|
|
$
|
8,127
|
|
|
$
|
8,750
|
|
Provisions
(a)
|
(1,834
|
)
|
|
—
|
|
|
(1,834
|
)
|
|
—
|
|
||||
Charge-offs to reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loan loss reserve, end of period
|
$
|
6,293
|
|
|
$
|
8,750
|
|
|
$
|
6,293
|
|
|
$
|
8,750
|
|
(a)
|
During the third quarter of 2016, the Company adjusted the loan loss reserve to remove the estimated liability for loans sold to RFC. The Company is in litigation with RFC and reserved the loss for this litigation in the legal reserve. See Note
12
—Contingencies for additional information about the RFC litigation.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2016
|
2015
|
$
Change
|
%
Change
|
|
2016
|
2015
|
$
Change
|
%
Change
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Mortgage products
|
$
|
53,523
|
|
$
|
44,171
|
|
$
|
9,352
|
|
21
|
%
|
|
$
|
164,571
|
|
$
|
118,367
|
|
$
|
46,204
|
|
39
|
%
|
Non-mortgage products
|
41,035
|
|
25,633
|
|
15,402
|
|
60
|
%
|
|
118,990
|
|
57,508
|
|
61,482
|
|
107
|
%
|
||||||
Revenue
|
94,558
|
|
69,804
|
|
24,754
|
|
35
|
%
|
|
283,561
|
|
175,875
|
|
107,686
|
|
61
|
%
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
3,392
|
|
2,436
|
|
956
|
|
39
|
%
|
|
10,329
|
|
6,402
|
|
3,927
|
|
61
|
%
|
||||||
Selling and marketing expense
|
62,819
|
|
48,901
|
|
13,918
|
|
28
|
%
|
|
192,416
|
|
118,615
|
|
73,801
|
|
62
|
%
|
||||||
General and administrative expense
|
9,008
|
|
7,069
|
|
1,939
|
|
27
|
%
|
|
26,820
|
|
21,336
|
|
5,484
|
|
26
|
%
|
||||||
Product development
|
3,718
|
|
2,675
|
|
1,043
|
|
39
|
%
|
|
11,384
|
|
7,238
|
|
4,146
|
|
57
|
%
|
||||||
Depreciation
|
1,286
|
|
764
|
|
522
|
|
68
|
%
|
|
3,458
|
|
2,135
|
|
1,323
|
|
62
|
%
|
||||||
Amortization of intangibles
|
166
|
|
25
|
|
141
|
|
564
|
%
|
|
263
|
|
124
|
|
139
|
|
112
|
%
|
||||||
Restructuring and severance
|
—
|
|
28
|
|
(28
|
)
|
(100
|
)%
|
|
72
|
|
422
|
|
(350
|
)
|
(83
|
)%
|
||||||
Litigation settlements and contingencies
|
19
|
|
133
|
|
(114
|
)
|
86
|
%
|
|
109
|
|
(663
|
)
|
772
|
|
116
|
%
|
||||||
Total costs and expenses
|
80,408
|
|
62,031
|
|
18,377
|
|
30
|
%
|
|
244,851
|
|
155,609
|
|
89,242
|
|
57
|
%
|
||||||
Operating income
|
14,150
|
|
7,773
|
|
6,377
|
|
82
|
%
|
|
38,710
|
|
20,266
|
|
18,444
|
|
91
|
%
|
||||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(141
|
)
|
(1
|
)
|
140
|
|
14,000
|
%
|
|
(424
|
)
|
(63
|
)
|
361
|
|
573
|
%
|
||||||
Income before income taxes
|
14,009
|
|
7,772
|
|
6,237
|
|
80
|
%
|
|
38,286
|
|
20,203
|
|
18,083
|
|
90
|
%
|
||||||
Income tax expense
|
(6,729
|
)
|
(389
|
)
|
6,340
|
|
1,630
|
%
|
|
(15,099
|
)
|
(968
|
)
|
14,131
|
|
1,460
|
%
|
||||||
Net income from continuing operations
|
7,280
|
|
7,383
|
|
(103
|
)
|
(1
|
)%
|
|
23,187
|
|
19,235
|
|
3,952
|
|
21
|
%
|
||||||
Loss from discontinued operations, net of tax
|
(664
|
)
|
(1,295
|
)
|
(631
|
)
|
(49
|
)%
|
|
(3,017
|
)
|
(3,238
|
)
|
(221
|
)
|
(7
|
)%
|
||||||
Net income and comprehensive income
|
$
|
6,616
|
|
$
|
6,088
|
|
$
|
528
|
|
9
|
%
|
|
$
|
20,170
|
|
$
|
15,997
|
|
$
|
4,173
|
|
26
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
Change
|
|
%
Change
|
|
2016
|
|
2015
|
|
$
Change
|
|
%
Change
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||
Online
|
$
|
48,982
|
|
|
$
|
34,412
|
|
|
$
|
14,570
|
|
|
42
|
%
|
|
$
|
150,075
|
|
|
$
|
85,135
|
|
|
$
|
64,940
|
|
|
76
|
%
|
Broadcast
|
8,251
|
|
|
9,736
|
|
|
(1,485
|
)
|
|
(15
|
)%
|
|
25,888
|
|
|
21,069
|
|
|
4,819
|
|
|
23
|
%
|
||||||
Other
|
1,003
|
|
|
1,337
|
|
|
(334
|
)
|
|
(25
|
)%
|
|
3,167
|
|
|
2,712
|
|
|
455
|
|
|
17
|
%
|
||||||
Total advertising expense
|
$
|
58,236
|
|
|
$
|
45,485
|
|
|
$
|
12,751
|
|
|
28
|
%
|
|
$
|
179,130
|
|
|
$
|
108,916
|
|
|
$
|
70,214
|
|
|
64
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
18,452
|
|
|
$
|
10,999
|
|
|
$
|
50,909
|
|
|
$
|
28,837
|
|
Adjustments to reconcile to net income from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of intangibles
|
(166
|
)
|
|
(25
|
)
|
|
(263
|
)
|
|
(124
|
)
|
||||
Depreciation
|
(1,286
|
)
|
|
(764
|
)
|
|
(3,458
|
)
|
|
(2,135
|
)
|
||||
Restructuring and severance
|
—
|
|
|
(28
|
)
|
|
(72
|
)
|
|
(422
|
)
|
||||
Loss on disposal of assets
|
(121
|
)
|
|
(64
|
)
|
|
(388
|
)
|
|
(102
|
)
|
||||
Non-cash compensation
|
(2,348
|
)
|
|
(1,978
|
)
|
|
(7,410
|
)
|
|
(6,233
|
)
|
||||
Estimated settlement for unclaimed property
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
||||
Acquisition expense
|
(362
|
)
|
|
(234
|
)
|
|
(499
|
)
|
|
(84
|
)
|
||||
Litigation settlements and contingencies
|
(19
|
)
|
|
(133
|
)
|
|
(109
|
)
|
|
663
|
|
||||
Interest expense
|
(141
|
)
|
|
(1
|
)
|
|
(424
|
)
|
|
(63
|
)
|
||||
Income tax expense
|
(6,729
|
)
|
|
(389
|
)
|
|
(15,099
|
)
|
|
(968
|
)
|
||||
Net income from continuing operations
|
$
|
7,280
|
|
|
$
|
7,383
|
|
|
$
|
23,187
|
|
|
$
|
19,235
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
33,184
|
|
|
$
|
31,096
|
|
Net cash used in investing activities
|
(10,067
|
)
|
|
(4,207
|
)
|
||
Net cash used in financing activities
|
(45,947
|
)
|
|
(5,965
|
)
|
Period
|
|
Total Number of
Shares Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(2)
|
|
Approximate
Dollar Value of Shares
that May Yet be
Purchased Under the
Plans or Programs
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
7/1/16 - 7/31/16
|
|
3,571
|
|
|
$
|
93.58
|
|
|
3,555
|
|
|
$
|
48,752
|
|
8/1/16 - 8/31/16
|
|
3,226
|
|
|
$
|
107.95
|
|
|
—
|
|
|
$
|
48,752
|
|
9/1/16 - 9/30/16
|
|
36
|
|
|
$
|
94.99
|
|
|
36
|
|
|
$
|
48,748
|
|
Total
|
|
6,833
|
|
|
$
|
100.37
|
|
|
3,591
|
|
|
$
|
48,748
|
|
(1)
|
During July 2016, August 2016 and September 2016, 16 shares, 3,226 shares and 0 shares, respectively (totaling 3,242 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock unit awards, all in accordance with our Fourth Amended and Restated 2008 Stock and Award Incentive Plan, as described above.
|
(2)
|
See the narrative disclosure above the table for further description of our publicly announced stock repurchase program.
|
Exhibit
|
|
Description
|
|
Location
|
|
|
|
|
|
|
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of LendingTree, Inc.
|
|
Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed August 25, 2008
|
3.2
|
|
|
Third Amended and Restated By-laws of LendingTree, Inc.
|
|
Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed December 31, 2014
|
31.1
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
†
|
31.2
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
†
|
32.1
|
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
††
|
32.2
|
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
††
|
101.INS
|
|
|
XBRL Instance Document
|
|
†††
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
†††
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
†††
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
†††
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
†††
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
†††
|
|
LENDINGTREE, INC.
|
|
|
|
|
|
By:
|
/s/ GABRIEL DALPORTO
|
|
|
Gabriel Dalporto
|
|
|
Chief Financial Officer
|
|
|
(principal financial officer and duly authorized officer)
|
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